IPO Prospectus

Depa Limited (incorporated in the Dubai International Financial Centre as a company limited by shares under registered number 0567)

Offering of 278,906,161 Ordinary Shares in the form of Ordinary Shares and Global Depositary Receipts Offer Price: US$1.55 per Share and US$7.75 per GDR This prospectus relates to the offering of 253,551,055 ordinary shares (Shares), with a nominal value of US$0.40 per ordinary share, of Depa Limited, in the form of Shares and Global Depositary Receipts (GDRs, and together with the Shares, the Securities) with each GDR representing 5 Shares. The Shares offered represent 162,992,567 newly issued Shares offered by us and 90,558,488 Shares offered by the selling shareholders named herein (the Selling Shareholders). The Shares and GDRs are being offered under (i) an exempt offering in the Dubai International Financial Centre (DIFC) pursuant to an exemption from registration under the Offered Securities Rules of the Dubai Financial Services Authority (the Exempt Offering); (ii) a retail offering in the United Arab Emirates (the UAE) to (A) nationals of the UAE or other Gulf Co-operation Council (GCC) countries, (B) UAE residents with a valid residency visa, (C) corporate entities organized under the laws of the UAE or another GCC country and (D) certain employees of Depa Limited and its direct and indirect subsidiaries,who, in each case, hold a securities account with one of the participating brokers, applying for Shares in the UAE and meet certain other requirements (the UAE Retail Offering); (iii) a private placement in certain jurisdictions to institutional and professional investors outside the United States in compliance with Regulation S (Regulations S) under the United States Securities Act of 1933, as amended (the US Securities Act), (the International Offering); and (iv) a private placement in the United States to qualified institutional buyers (QIBs) as defined in Rule 144A (Rule 144A) under the US Securities Act in reliance on Rule 144A or another exemption from registration under the Securities Act (the US Offering, and, together with the Exempt Offering, the UAE Retail Offering and the International Offering, the Offering). The UAE Retail Offering will be made concurrently with the Exempt Offering, the International Offering and the US Offering pursuant to a separate Summary Document and participating brokers agreement. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and the GDRs and the distribution of this document, see “Notice to Investors” and “Transfer and Selling Restrictions” below.

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

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

This document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). It is intended for distribution only to persons of a type specified in those Rules. It must not be delivered to, or relied on, by any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers.

The DFSA has neither approved this document nor taken steps to verify the information set out in it and has no responsibility for it.

The Securities to which this document relates may be illiquid and/or subject to restrictions on their re-sale. Prospective purchasers of the Securities offered should conduct their own due diligence on the Securities. If you do not understand the contents of this document you should consult an authorised financial adviser.

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

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

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

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

Sole Global Coordinator

Morgan Stanley Joint Bookrunners and Joint Lead Managers

Morgan Stanley

UBS Investment Bank Joint Lead Managers

Global Investment House

The National Investor 18 April 2008

Burj Al Arab Dubai, UAE

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS This prospectus, including the financial information and the appendices included herein, comprises a prospectus given in compliance with the prospectus rules made under Article 5(3) of the Prospectus Directive (the Prospectus Rules), by the UKLA for the purpose of giving information with regard to Depa Limited and its subsidiaries and the GDRs in connection with the application for admission of the GDRs to the Official List of the UKLA and to trading on the London Stock Exchange’s regulated market. This prospectus is not a prospectus for purposes of Section 12(a)(2) or any other provision of, or rule under, the US Securities Act. Depa Limited and our directors whose names appear on page 68 of this document accept responsibility for the information contained in this document. To the best of our knowledge, and to the best of the knowledge of our directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect its import.

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

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

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

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

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

Neither the Shares nor the GDRs have been or will be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws.

Neither the Securities and Exchange Commission, any State securities commission nor any other regulatory authority has approved or disapproved the securities nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence in the United States.

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

NOTICE TO UK AND EEA INVESTORS This prospectus and the offering are only addressed to and directed at persons in member states of the European Economic Area, or EEA, who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (Qualified Investors). In addition, in the United Kingdom, this prospectus is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the Order), (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This prospectus must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. The Shares and the GDRs are only available to, and any investment or investment activity to which this prospectus relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.

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

NOTICE TO INVESTORS IN FRANCE No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Shares or GDRs that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; no Shares or GDRs have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the prospectus or any other offering material relating to the Shares or GDRs have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties and qualified investors (investisseurs qualifiés) investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. The direct or indirect distribution to the public in France of any so acquired Shares or GDRs may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.

NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE ii

Burj Al Arab Dubai, UAE

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

NOTICE TO CANADIAN INVESTORS The Shares and GDRs have not been nor will be qualified by prospectus for sale to the public in Canada under applicable Canadian securities laws and, accordingly, any offer or sale of the Shares and GDRs in Canada will be made pursuant to an exemption from the applicable prospectus filing requirements, and otherwise in compliance with applicable Canadian laws.

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

PRESENTATION OF FINANCIAL AND OTHER INFORMATION We prepare our financial statements in UAE dirhams in accordance with International Financial Reporting Standards (IFRS). Unless otherwise indicated, all financial information in this prospectus is derived from our consolidated and combined financial statements and notes thereto included in this prospectus.

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

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

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In addition to our IFRS financial statements, we refer to “EBIT”, “EBITDA”, “Adjusted EBIT” and “Adjusted EBITDA”. Although these are not measures of operating income, operating performance or liquidity under IFRS, we have presented these measures because we believe these are measures used by some investors to assess operating performance, a company’s ability to service indebtedness and to fund ongoing capital expenditures.

These are not measures of performance under IFRS and should not be considered as an alternative to net profit or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities or as a measure of our liquidity. Also, other companies in our industry may calculate EBIT and Adjusted EBIT differently or may use it for different purposes than we do, limiting its usefulness as a comparative.

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

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

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

References to the “Company” are to Depa Limited. References to the “year ended 31 December 2006” are to the period from 15 January 2006 (the date of incorporation of Depa United Group (PJSC)) to 31 December 2006.

References to the “Depa Predecessor Group” are to Depa Interiors LLC, Depa Decor, Contracting & General Maintenance LLC, Pino Meroni Yacht Interiors LLC, Depa for Hotels SAE and Pino Meroni Wood & Metal Industries. References to the “Deco-Eldiar Predecessor Group” are to Deco Emirates LLC and Eldiar Furniture Manufacturing and Decoration.

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

CURRENCIES AND EXCHANGE RATES In this prospectus, references to “US dollars” or “US$” or “$” are to the lawful currency of the United States.

References to “AED”, “Dhs” or “UAE dirhams” are to the lawful currency of the United Arab Emirates. References to “Euro” or “€” are to the lawful currency of the member states of the European Union participating in the European Economic and Monetary Union. References to “GBP”, “pounds sterling” or “£” are to the lawful currency of the United Kingdom. References to “LE” or “Egyptian Pounds” are to the lawful currency of Egypt.

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

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

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Emirates Palace Abu Dhabi, UAE

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

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

LIMITATION ON ENFORCEMENT OF CIVIL LIABILITIES We are a company incorporated in, and under the laws issued by, the DIFC, with our headquarters in the Emirate of Dubai in the UAE. All of the members of our board of directors (our Board of Directors) and senior management named in this prospectus reside outside the United States and the United Kingdom. All or a substantial portion of their assets are located outside the United States and the United Kingdom. As a result, it may not be possible to: •

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

•

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

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

In the absence of any treaty for the reciprocity of enforcement of foreign judgments, UAE law sets out a procedure whereby the judiciary of the UAE is able to ratify judgments, orders or awards of other jurisdictions.

Such judgments, orders or awards which are ratified by the UAE court may be enforced within the UAE in the manner prescribed by its Civil Procedure Code.

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

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

FORWARD-LOOKING STATEMENTS Certain statements in this prospectus are not historical facts and are forward-looking statements.

Forward looking statements appear in various locations, including, without limitation, under the headings v

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

These forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company and its subsidiaries.

Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. See “Risk Factors”. The forward looking statements contained in this document speak only as of the date of this document. You should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: •

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

•

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

•

our ability to successfully implement any business strategies;

•

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

•

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

•

our ability to manage market share and retain customers;

•

our ability to attract and retain qualified personnel;

•

our ability to manage supply chains;

•

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

•

a decrease in demand for our products and services;

•

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

•

inflation, interest rate and exchange rate fluctuations; and

•

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

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

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MARKET AND INDUSTRY INFORMATION This prospectus contains historical market data and industry forecasts, which have been obtained from industry publications, market research and other publicly available information. We have not independently verified the information in industry publications or market research, although we believe the information contained therein to be reliable. Neither we, nor any of our subsidiaries, the Selling Shareholders or any of the Initial Purchasers named in “Plan of Distribution” represent that this information is accurate.

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

AVAILABLE INFORMATION For so long as any Rule 144A GDRs (as defined herein) or the Shares represented thereby or any of the Shares sold pursuant to Rule 144A as part of this offering are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act, we will, during any period in which we are neither subject to Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted Rule 144A GDRs or Shares or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the information required to be delivered to such persons pursuant to Rule 144A(d)(4) under the US Securities Act.

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TABLE OF CONTENTS Page PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

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

4

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

8

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

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

26

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

27

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

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

29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48

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

68

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

76

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

80

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

81

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

82

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

90

SUMMARY OF PROVISIONS RELATING TO THE GDRS WHILE IN MASTER FORM . . . . . . . . . . . . . 109 TRANSFER AND SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111 TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 SETTLEMENT AND DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 INFORMATION RELATING TO THE DEPOSITARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128 INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

viii

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

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

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

We have a network of subsidiaries, joint ventures and affiliates in 15 countries. Through this network we have successfully executed projects in over 20 countries. For the year ended 31 December 2007, 81.5% and 76.2% of our contract income and gross contract profit were derived from our activities in the UAE, respectively; 15.9% and 16.4%, respectively, were derived from our activities in other jurisdictions within the MENA region (the Rest of MENA); and 2.6% and 7.4%, respectively, were derived from our activities in jurisdictions outside the MENA region (the Rest of the World). Over the last three years, we have completed over 50 interior contracting projects in the hospitality sector with an aggregate value of AED 1,171.7 million, or US$319.3 million, as well as numerous other interior contracting projects in various sectors including residential property development, airport, retail, yacht and specialist fit-out.

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

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

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

Highly-skilled core resources and access to a flexible work force We have a large and highly skilled workforce that enables us to meet project deadlines, control costs and adequately staff projects as required and reduces our exposure from labour or subcontractor shortages in the markets in which we operate, which has been essential to our reputation and ability to secure new contracts.

We believe that the strength of our workforce ideally positions us to best take advantage of future growth.

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

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

Reduce overall risk and optimise growth through expansion to new geographic markets and offering new products and services We continue to seek to reduce overall operating risk, optimise growth and increase profits by diversifying our revenue base through strategic acquisitions of, or investments in, businesses in new geographic markets as well as those offering products and services outside our current portfolio. We are currently exploring options for expanding our business to new geographic markets including Syria, Indonesia, Malaysia and China. These markets have seen rapid growth in the luxury hospitality industry in recent years and show large potential for future growth.

Within the interior-contracting industry we are seeking to expand to areas that require specialist expertise in niche areas, such as airports, transport terminals and hospitals.

Maintain revenue through project selection In markets such as Dubai, we are working to continue building upon our market leading position and client relationships by capturing a smaller number of high-profile contracts with larger average contract size, relatively higher profit margins and better terms. In new markets, our focus is to continue growing our business rapidly by increasing capacity and taking on a larger number of projects with a view to increasing our revenues, market share and brand awareness.

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

2

•

risks related to our ability to effectively manage future growth;

•

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

•

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

•

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

•

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

•

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

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

3

SUMMARY OF TERMS OF THE OFFERING The Company . . . . . . . . . . . . . . . . . . . .

Depa Limited, a company limited by shares established in the DIFC on 25 February 2008.

The Selling Shareholders . . . . . . . . . . .

Mazrui Holdings LLC, Mr. Mohannad Sweid, Al Futtaim Capital LLC, The National Investor (PJSC), Al Mal Capital (PJSC), Emaar Industries & Investments (PJSC), Zabeel Investments LLC, Mr. Nasser Al Alsowaidi, Edge Investments LLC and Al Mal Defined Opportunity Fund I.

The Offering . . . . . . . . . . . . . . . . . . . . .

We expect to sell 162,992,567 Shares and the Selling Shareholders expect to sell 90,558,488 Shares, in the form of Shares and GDRs. The Offering comprises the International Offering, the US Offering, the Exempt Offering and the UAE Retail Offering. The Shares have been issued in accordance with the legislation of the DIFC. The GDRs are being offered in the United States to QIBs in reliance on Rule 144A and outside the United States to certain persons in offshore transactions in reliance on Regulation S, including an Exempt Offer of securities under the Offered Securities Rules of the DFSA in the DIFC. The GDRs will be issued by Deutsche Bank Trust Company Americas, as Depositary.

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

The Shares . . . . . . . . . . . . . . . . . . . . . . .

Our issued share capital at the date of this prospectus consists of 460,271,308 ordinary shares, all of which are fully paid, issued and outstanding, with a nominal value of US$0.40 each. Our authorised share capital is 5,000,000,000 ordinary shares with a nominal value of US$0.40 each. The Shares have the rights described under “Description of Share Capital�.

The GDRs . . . . . . . . . . . . . . . . . . . . . . .

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

Offer Price . . . . . . . . . . . . . . . . . . . . . . .

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

Market Capitalisation of Company on Admission . . . . . . . . . . . . . . . . . . . . .

US$966.1 million.

Joint Bookrunners . . . . . . . . . . . . . . . .

Morgan Stanley and UBS Investment Bank.

Joint Lead Managers . . . . . . . . . . . . . .

Morgan Stanley, UBS Investment Bank, Global Investment House and The National Investor.

Closing Date . . . . . . . . . . . . . . . . . . . . .

On or about 23 April 2008.

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Over-allotment Option . . . . . . . . . . . . .

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

Lock-up . . . . . . . . . . . . . . . . . . . . . . . . .

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

The Selling Shareholders and all other existing shareholders of the Company (together with the Selling Shareholders, the Current Shareholders) have agreed to a similar lock-up for a period ending 6 months after the date of this prospectus with respect to 100% of their respective shareholdings in the Company and for a period ending 12 months after the date of this prospectus with respect to 65% of their respective shareholdings in the Company. The Current Shareholders have further agreed to consult and coordinate any sale of shares with the other Current Shareholders until 24 months after the date of this prospectus. The lock-up on Current Shareholders’ sales does not prohibit any Current Shareholder from selling any shares to any other Current Shareholder.

Transfer Restrictions . . . . . . . . . . . . . .

The Shares and GDRs will be subject to restrictions on transfer as described under “Terms and Conditions of the Global Depositary Receipts”, “Transfer and Selling Restrictions” and “Plan of Distribution”.

Listing and Trading . . . . . . . . . . . . . . .

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

Application has also been made (i) to the UKLA for a listing of up to 60,000,000 GDRs, consisting of up to 13,500,000 GDRs to be issued on or about the Closing Date, up to 1,500,000 GDRs to be issued pursuant to the Over-allotment Option and up to 45,000,000 additional GDRs to be issued from time to time against the deposit of Shares with the Depositary, to be admitted to the Official List and (ii) to the LSE for such GDRs to be admitted to trading on its regulated market. Prior to the Offering, there has been no public market for the Shares or the GDRs. Conditional dealings in the GDRs on the LSE will not take

5

place. Admission of the GDRs to the Official List and to trading on the LSE’s regulated market is expected to take place on or about 23 April 2008.

Upon completion of the Offering and assuming exercise of the Over-allotment Option in full, up to an additional 7,500,000 Shares will be deposited, subject to the provisions set forth under “Terms and Conditions of the Global Depositary Receipts” and in the Deposit Agreement, with the Custodian against which the Depositary shall issue GDRs representing such Shares up to the maximum aggregate number of 1,500,000 GDRs to be further increased from time to time, subject to the conditions set out in the Deposit Agreement, on application by us to the UKLA and the London Stock Exchange if and to the extent any such additional GDRs are admitted to the Official List and the regulated market.

Payment and Settlement . . . . . . . . . . .

Payment for Shares and GDRs sold in this offering will be made in US dollars. Except in limited circumstances described herein, beneficial interest in the GDRs evidenced by the corresponding Master GDR will be held only through, and transfer thereof may be effected only through, the settlement systems of DTC, Euroclear and Clearstream.

Trading of the Shares will take place through the trading system of the DIFX. Clearing and settlement of trades on the DIFX by brokers or custodians may be performed only by members of the DIFX that are Clearing Members through the facilities of the CSD. Settlement of securities trading on the DIFX is governed by the DIFX Business Rules.

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

The net proceeds of the Offering to the Company (assuming full exercise of the Over-allotment Option) will be approximately US$277.7 million. The Company intends to use such net proceeds towards funding of capital expenditure to establish joineries and other manufacturing factories in new markets as well as markets in which we currently operate; acquisitions of companies operating in the interior contracting and procurement fields; acquisitions of joinery and other manufacturing facilities; working capital needs; and other general corporate purposes. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Shareholders.

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General Information. . . . . . . . . . . . . . .

It is expected that the Rule 144A GDRs will be accepted for clearance through the facilities of DTC and the Regulation S GDRs will be accepted for clearance through Euroclear and Clearstream.

The security numbers for the Shares and GDRs offered hereby are as follows: Shares

ISIN: AEDFXA0NFP81

Regulation S GDRs

CUSIP: 249508 201 ISIN: US2495082016 Common Code: 035279792 SEDOL: B2QN385

Rule 144A GDRs

CUSIP: 249508 102 ISIN: US2495081026 Common Code: 035279784 SEDOL: B2QN3F2

London Stock Exchange GDR trading symbols. . . . . . . . . . . . . . . . . . .

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

Regulation S GDRs: Rule 144A GDRs: DEPA

7

DEPS DEPA

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

Summary Income Statement Data 2005 qqq

Depa Predecessor Group (combined) qqq

Year ended 31 December 2006 2007 qqq qqq Deco-Eldiar Predecessor Our Group Group (consolidated) Our Group (combined) (restated) (consolidated) qqq qqq qqq (AED millions) 2005 qqq

2007 qqq Our Group (consolidated) qqq (US$ millions)

Contract income . . . . . . . . . . . . . . . . . . . . . . . .

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . .

199.2 (164.0) 111

84.4 (67.8) 111

1,048.1 (886.2) 111

1,419.8 (1,139.1) 111

386.9 (310.4) 111

Contract profit . . . . . . . . . . . . . . . . . . . . . . . .

General and administrative expenses . . . . . . . .

Gain on acquisition of subsidiary(1) . . . . . . . . . .

Other income . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance income/(cost) net. . . . . . . . . . . . . . . . .

Share of profit/(loss) from associates . . . . . . . .

35.2 (20.5) – 8.2 0.4 (0.1) 111

16.6 (8.9) – 0.9 (0.1) 111–

161.9 (78.7) 12.2 6.7 4.9 2.5 111

280.7 (134.2) – 30.3 (2.5) 8.4 111

76.5 (36.6) – 8.3 (0.7) 2.3 111

Net profit for the period before tax. . . . . . . .

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23.2 (1.4) 111

8.5 111–

109.5 (6.2) 111

182.7 (1.7) 111

49.8 (0.5) 111

Net profit for the year/period . . . . . . . . . . . .

21.8 111

8.5 111

103.3 111

181.0 111

49.3 111

8.5 –

93.2 10.1

160.5 20.5

43.7 5.6

Attributable to: Equity holders of the parent . . . . . . . . . . . . . . .

Minority interest . . . . . . . . . . . . . . . . . . . . . . . .

(1)

22.1 (0.3)

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

Summary Balance Sheet Data 2005 qqq

Depa Predecessor Group (combined)

qqq

Property, plant and equipment . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . .

23.8 174.0 221.1 58.3 162.8

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2005 qqq

As at 31 December 2006 qqq

Deco-Eldiar Predecessor Our Group Group (consolidated) (combined) (restated) qqq qqq (AED millions)

3.1 50.0 53.1 27.9 25.2

112.3 752.6 1,267.3 585.7 681.5

2007 qqq

2007 qqq

Our Group (consolidated)

Our Group (consolidated) qqq (US$ millions)

qqq 163.4 1,126.6 1,872.4 720.2 1,152.3

44.5 307.0 510.2 196.2 314.0

Summary Financial Data and Ratios 2005 qqq

Depa Predecessor Group (combined) qqq

EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EBIT(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Adjusted EBITDA(1) . . . . . . . . . . . . . . . . . . . . .

Adjusted EBIT(1) . . . . . . . . . . . . . . . . . . . . . . . .

Capital Expenditures(2) . . . . . . . . . . . . . . . . . . .

End of year Backlog . . . . . . . . . . . . . . . . . . . . .

(1)

26.1 23.7 18.0 15.6 6.0 952.8

2005 qqq

Year ended 31 December 2006 2007 qqq qqq

Deco-Eldiar Predecessor Our Group Group (consolidated) (combined) (restated) qqq qqq (AED millions)

9.6 8.6 8.7 7.7 0.7 26.6

124.9 108.9 103.5 87.5 73.9 1,672.9

Our Group (consolidated) qqq

238.8 203.7 200.1 165.0 52.7 1,619.0

2007 qqq Our Group (consolidated) qqq (US$ millions)

65.1 55.5 54.5 44.9 14.4 441.1

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

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

(2)

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

9

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

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

Risks Relating to our Business We may be unable to effectively manage future growth.

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

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

•

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

•

expand our operating capacity on a timely and reasonable basis;

•

adjust and optimise our management and operating structure; and

•

expand our information system capabilities and internal controls.

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

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

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

potential disruption of our ongoing business and distraction of management;

•

difficulties in integrating the acquired business, assets and personnel;

•

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

•

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

•

difficulties in the implementation of adequate financial and management controls and information technology systems in newly acquired companies;

•

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

•

the potential for increased leverage or debt servicing requirements.

We cannot assure you that our recent rate of growth will be maintained in the future or that demand for our services will continue to grow at rates sufficient to achieve a satisfactory return on any expenditure that we make.

A failure on our part to successfully integrate our joint ventures or acquired businesses or to manage our growth 10

Burj Dubai Dubai, UAE

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

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

We have formulated an expansion strategy through which we plan to make additional acquisitions of businesses or enter into joint ventures in our existing supply chain as well as in new geographic markets.

Our acquisition strategy entails risks inherent in identifying suitable growth opportunities and assessing the merits of specific acquisitions. The success of this strategy will depend on, and may be limited by, our ability to identify suitable acquisition targets that fit our investment profile, as well as our ability to accurately assess the value of any targets we identify. In addition, we may face significant competition from our competitors and other investors for the businesses we may wish to acquire. Increased competition for these businesses may result in higher prices being paid in any acquisition, increased interest expense and amortization expenses related to goodwill and other intangible assets, and may make such acquisitions difficult to complete.

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

Our business model may not be accepted in new markets.

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

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

Certain of our operations are conducted through jointly owned entities, associated companies and partnerships. Depending on the provisions of the relevant joint venture agreement, we may be required to make additional capital contributions to support the activities of such joint ventures, which we may not be able to recoup.

Separately, the inability or unwillingness of any joint venture party to make future capital contributions could constrain our joint venture’s ability to successfully develop or compete for business in the market.

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

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

The success of our business depends upon the services of certain senior executives and, in particular, the services of Mohannad Sweid, our chief executive officer, who is also one of our founding shareholders and plays a major role in our operations and growth strategy. The loss of any such person or other key personnel could have 11

a material adverse effect on our business, financial condition and results of operations. In addition, as the UAE, generally, and the interior-contracting industry, in particular, are characterised by high demand for, as well as a scarcity of, skilled management personnel, we are facing increased competition for such personnel. Moreover, our growth strategy often involves making acquisitions and entering into joint ventures with experienced management.

In the past, we have sought to maintain management of these companies after acquisition through contractual arrangements. However, we cannot assure you that we will be able to attract and retain the key personnel needed to achieve our future objectives and may need to offer higher compensation and other benefits in order to attract and retain key personnel in the future. Our inability to retain key personnel, or attract new qualified personnel to support the growth of our business, or the need to offer significantly higher compensation to attract and retain key personnel, could have a material adverse effect on our business, financial condition and results of operations.

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

Our business is labour intensive, and, as such, our success and ability to grow depends on our ability to attract, retain and motivate skilled workers and craftsmen in our interior fit-out and manufacturing business segments.

In the GCC, as most of our labourers are expatriates, our ability to expand our labour force to meet market conditions is dependent on our ability to locate and provide adequate housing for migrant labourers. In the past, delays in providing housing, have caused delays in our ability to expand our operations to meet market demand.

In addition, we have been subject to inflationary pressures in certain markets, which have led to increased labour and housing costs. If these trends continue we will have to bear the higher costs associated with hiring and retaining labourers, which may have a material adverse effect on our business, financial condition and results of operations.

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

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

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

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

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

After the Offering, we will report our results of operations on a semi-annual basis. However, our interim operating results have fluctuated in the past and are likely to do so in the future. These fluctuations could cause the 12

Hyatt Regency Casablanca, Morocco

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

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

•

variation orders from our customers;

•

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

•

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

•

timing of completion certificates, particularly on large projects;

•

the timing of settlement of claims made by our subcontractors;

•

weather conditions;

•

delays in receiving material and equipment from vendors;

•

changes in the scope of work to be performed;

•

changes in project timetables; and

•

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

In addition, a large portion of our expenses are relatively fixed, including expenses for personnel, facilities and equipment. Due to the required accounting treatment for our projects, we are only permitted to book costs on our projects when project deliverables are in the custody of, or have been approved by, the relevant client within the agreed contractual scope. We are also required to bear all costs related to extension of time claims and are not permitted to recognise any revenues on our accounts until negotiations with the relevant client in relation to such claims are sufficiently advanced so as to allow us to reliably measure the value of such claim. Moreover, prospective revenues related to variations and change orders may not be recognised until settlement of the project.

This variation process may result in disputes over whether the work performed is within the scope of the work included in the original project plans and specifications or the price the customer is willing to pay for the extra work. Even when the client agrees to pay for the extra work on a particular project, we may be required to fund the cost of such work and not recognise any related revenues on our accounts for a lengthy period of time until the variation order is approved and funded by the client. Accordingly, there may not be a reasonable correlation between the timing of our recognition of costs and revenues on our projects. Due to the possibility of fluctuations in our revenues and expenses, we believe that period to period comparisons of our operating results may not be a good indication of our future performance. Our operating results in some periods may not meet the expectations of stock market analysts and investors. In that case, the price of our Shares and GDRs would probably decline.

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

High growth in the regional and international tourism and hospitality markets has in recent years attracted significant interest from local and international interior contracting companies in expanding their options in the region. We anticipate an increase in the number of market players in MENA and Southeast Asia (together, the MENA and Asia regions). Prices and the quality of the services provided are likely to be the main criteria customers will apply when choosing an interior contracting company. In the past, certain companies have bid relatively lower than would be customary on projects in order to gain exposure and market share, which has impacted our ability to receive attractive returns on certain projects. Consequently, our market position will depend on our ability to anticipate and respond to various competitive factors affecting the industry, including new competitors; pricing strategies by competitors; changes in consumer demographics and preferences; and economic, political and social conditions in the countries in which we operate or may operate in the future. Moreover, we anticipate that our market share will decrease in our historic key markets of Dubai and Egypt, which may impact our overall margins as we seek work in new markets. Our success will also depend on our ability to maintain and develop our relationships with key clients by continuing to successfully and efficiently perform our contracts.

Any failure by us to compete effectively could have a material adverse effect on our business, financial condition and results of operations.

13

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

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

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

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

We use various types of wood, stone, metal, tiles, fabrics, leathers and other materials in our operations.

Because of the nature of our business, the markets in which we operate and customer preferences, we source materials from all over the world, which can require extensive logistical undertakings and uncertainty in material costs and availability. Fluctuations in the price, the availability and quality of supplies and raw materials could cause cost increases or delays in our ability to conduct work on our projects, which in turn could result in a delay in completion works of our projects. Separately, in recent years, the cost of many of the materials we use has increased due to product demand, economic forces (including rising inflation in some of the markets in which we operate) and costs of transportation as well as other reasons, and these costs, in certain circumstances, cannot be passed on to our customers. In addition, these increases in the cost of supplies and raw materials have, in certain circumstances, had an adverse effect on margins and profitability on our projects. Moreover, certain suppliers may require extensive advance notice of our requirements in order to produce products in the quantities we desire.

This long lead time may require us to place orders or receive delivery far in advance of the time when we actually need the materials for use on a given project, thereby exposing us to risks relating to shifts in consumer demand, warehousing costs and other costs, which could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on third-party subcontractors and suppliers.

While we manufacture a portion of the materials and supplies required for our interior contracting projects, we source the majority of materials and supplies from third-party sub-contractors and suppliers. The use of third-party sub-contractors and suppliers exposes us to potential liabilities that may arise in cases where such third-party sub-contractors and suppliers fail to meet pre-agreed budgets and timelines of a particular project.

In addition, as the majority of our work is on high-end projects, the materials and supplies used in such projects must conform to high quality specifications. The use of third-party subcontractors and suppliers also increases the 14

Marks & Spencer Dubai, UAE

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

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

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

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

A significant portion of our overall revenue is derived from a few significant customers. In the year ended 31 December 2007, we derived 54.0% of our total revenues from seven customers. Moreover, we are focused on increasing the share of overall revenue generated from repeat customers. As such, we will need to maintain our reputation among our clients by continuing to complete contracts in a timely manner and in conformity with high quality standards. Any failure to complete a project to the required quality standard or on time may harm our reputation with our clients, and we cannot assure you that our clients will continue their relationships with us or that they will not terminate major projects at any given time. Any unanticipated termination of a major project or the loss of any of our key clients may have a material adverse effect on our business, financial condition and results of operations.

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

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

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

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

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

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

15

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

In certain circumstances, considerable amounts of working capital may be required by our subsidiaries to fund fixed costs relating to certain projects such as mobilisation costs, labor costs, staff costs and overhead costs.

In certain cases, we are contractually obligated to fund the working capital requirements of particular projects.

Our working capital reserves may not be adequate to cover all such cash needs, and we may have to obtain financing from affiliated or unaffiliated sources. We cannot assure you that sufficient financing will be available or, if available, will be available on reasonable terms. Additional borrowings for working capital purposes will increase our interest expense and may harm our business, financial condition and results of operations.

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

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

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

•

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

•

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

•

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

Currency fluctuations may have an impact on our financial condition.

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

In addition, we are subject to currency translation risk in that the results of each of our operating subsidiaries are reported in the currency of the jurisdiction in which it primarily operates. These amounts, if not reported in UAE dirham, are then translated into UAE dirham for inclusion in our consolidated financial statements.

The currencies of account of our subsidiaries include UAE dirhams, Qatari riyals, Egyptian pounds, US dollars, Moroccan dirhams and Indian rupees. Since 2006, our international operations have grown substantially, and accordingly, currency transaction and currency translation risks may have an impact on our financial results in the future as well as from time to time and affect their comparability.

Our holding company structure exposes us to certain risks.

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

As we are a holding company, we do not have any significant operations of our own. All of our operations are currently conducted indirectly through our subsidiaries. Substantially all of the Group’s assets are held by, and profits and cash flows are attributable to, our subsidiaries. If profits from these subsidiaries were to decline, our 16

Four Seasons Nile Plaza Cairo, Egypt

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

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

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

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

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

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

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

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

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

17

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

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

We engage in transactions with certain related parties.

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

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

In order to comply with regulatory ownership requirements in Qatar and the UAE, we are party to contractual arrangements whereby shares in certain of our subsidiaries and joint ventures, specifically, Depa Qatar WLL and Lindner Depa Interiors LLC, which is currently under formation, are or will be held by a third party for our benefit.

Pursuant to these contractual arrangements, a third party holds legal title to certain shares and assigns the benefit of such shares to us, including dividends and voting rights. However, we cannot assure you that this third party will comply with its contractual obligations or that the underlying assignment will not be terminated in such a manner detrimental to our interests in these businesses. If this third party does not comply or if these assignments are terminated, our ability to control these businesses may be impaired and we may lose our ability to receive dividend payments or their respective earnings benefits, which may have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Political, Economic and Social Environment of the Countries in which we Operate We face changes in global economic conditions that may reduce consumer demand and spending, which could adversely affect demand for our services.

Historically, the growth of our business has been subject to cyclical variations in regional and global economic growth and to uncertainty regarding future economic prospects that may arise as a result of international conflicts, terrorist attacks as well as other variations in global economic conditions such as increasing interest rates. For example, the attacks of 11 September 2001 and the resulting economic downturn thereafter had a particular impact on the hospitality sector in a number of the markets in which we operate and resulted in a slowdown in construction and development of new hotels and other projects. As a result of these market conditions, the revenue and net income derived from a number of our subsidiaries substantially decreased. Periods of global economic downturn could cause a decrease in the amount of disposable income available to consumers and may cause inconsistent and unpredictable spending habits. This is particularly relevant in the context of the hospitality industry where consumer spending is discretionary and may decline during economic downturns when consumers have less disposable income. Decreased spending in the hospitality market could deter new projects within the industry and the expansion or renovation of existing hospitality facilities, which could have a material adverse effect on our business, financial condition and results of operations.

18

Four Seasons Nile Plaza Cairo, Egypt

Our revenue is largely dependent on our operations in the GCC. While we have recently taken measures to expand our operations outside the GCC region, we have derived, and will likely continue to derive, a significant portion of our revenues from the member countries of the GCC. In 2007, gross contract income from our operations in member countries of the GCC accounted for 87.3% of our consolidated gross operating revenues. Consequently, our results of operations are and will continue to be affected in general by economic and political developments in or affecting the GCC and, in particular, by the level of economic activity in Dubai and the UAE. In recent years the GCC region has experienced rapid economic growth due to a combination of factors including rising oil prices, successful governmental economic policies and other factors. This growth has fuelled investment in, and the expansion of, development projects across the region including in the hospitality industry, which in turn has led to sustained demand for our products and services. We cannot assure you that that the GCC region will continue to exhibit economic growth at the levels experienced in recent years. A decrease in the pace of investment in the region may lead to a downturn in the hospitality industry, thereby decreasing demand for our services and the number of projects available for tender. Any such slowdown in these markets could have a material adverse effect on our business, financial condition and the results of operations.

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

A significant portion of our operations are conducted in countries in the MENA and Asia regions.

These countries may be subject to political, social, economic and market conditions, which differ significantly from those in more developed countries.

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

political, social and economic instability;

•

external acts of warfare and civil clashes;

•

government interventions, including tariffs, protectionism and subsidies;

•

regulatory, taxation and legal structure changes;

•

difficulties and delays in obtaining new permits and consents for our operations or renewing existing ones;

•

arbitrary or inconsistent governmental action;

•

cancellation of contractual rights;

•

lack, or very poor condition, of infrastructure;

•

expropriation of assets; and

•

inability to repatriate profits and/or dividends.

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

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

19

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

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

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

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

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

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

We cannot assure you that OFAC will not impose sanctions on other countries in which we currently, or may in the future, operate or that we will not make future or additional investments in countries in which OFAC currently imposes sanctions.

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

Any imposition of OFAC sanctions may result in US persons or affiliates associated with us, including US persons who may own Shares or GDRs, being subject to a range of civil and criminal penalties. If we are not in compliance with OFAC sanctions, we may be subject to criminal and civil penalties, which may cause harm to our reputation and to our brand names and this could have a material adverse effect on our business, financial condition and results of operations.

20

Grand Hyatt Dubai, UAE

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

Many of the countries in which we operate or may operate, in the future, are in various stages of developing institutions and legal and regulatory systems that are not yet as firmly established as they are in Western Europe and the United States. Some of these countries are also in the process of transitioning to a market economy and, as a result, are experiencing changes in their economies and their government policies (including, without limitation, policies relating to foreign ownership, repatriation of profits, property and contractual rights and planning and permit-granting regimes) that may affect our investments in these countries.

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

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

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

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

Further, no claim may be brought in the DIFC courts against us or our directors or senior management in the first instance for violation of US federal securities laws because these laws have no extraterritorial application under DIFC law and do not have force of law in the DIFC. Similarly, you should not expect to have recourse to the courts of the Emirate of Dubai (other than the courts of the DIFC) or to the federal courts of the UAE. We have been advised by our counsel that it is currently unclear as to whether the courts of the DIFC would enforce judgments of US or UK courts obtained in actions against us or our directors or senior management, predicated upon the civil liability provisions of the US federal securities law, or original actions brought in the DIFC against us or such persons predicated solely upon US federal securities law or UK laws, as the case may be.

Further, we have been advised by our counsel that there is no treaty in effect between either the United States or the United Kingdom and the UAE providing for the enforcement of judgments of US or UK courts in civil and commercial matters, and the grounds upon which DIFC courts may decline to enforce the judgments of US or UK courts, as the case may be, are unclear as they remain untested. Some remedies available under UK laws or the laws of US jurisdictions, including some remedies available under the US federal securities laws, may not be allowed in DIFC courts as contrary to public policy in the DIFC. Because judgments of US and UK courts are not automatically enforceable in the DIFC, it may be difficult for you to recover against us based upon such judgments.

In addition, notwithstanding that the UAE acceded to the United Nations Convention on the Recognition and Enforcement of Arbitral Awards (New York 1958) in 2006, you may also have difficulties in enforcing judgments of DIFC courts and arbitration awards ratified by DIFC courts against us or our directors or senior management in

21

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

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

We are unable to predict whether substantial amounts of Shares and/or GDRs (in addition to those which will be available in the Offering) will be sold in the open market following the termination of the lock-up arrangements (further details of which are contained in “Additional Information” beginning on page 128 of this prospectus).

Any sales of substantial amounts of Shares or GDRs in the public market, or the perception that such sales might occur, could materially and adversely affect the market price of the Shares or the GDRs. The market price of the Shares and/or GDRs may fluctuate widely in response to different factors.

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

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

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

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

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

The DIFX has only recently commenced operations and is substantially smaller in size and trading volume than established securities markets, such as those in the United States and the United Kingdom. The DIFX has been open for trading since September 2005 but its future success and liquidity in the market for the Company’s securities cannot be guaranteed. Brokerage commissions and other transaction costs on the DIFX are generally higher than those in Western European countries. Such factors could generally decrease the liquidity and increase the volatility of our share price, which in turn could increase the price volatility of our Shares and GDRs and impair the ability of a holder of Shares or GDRs to sell any Shares or GDRs in the amount and at the price and time such holder wishes to do so.

22

Grand Hyatt Dubai, UAE

UAE law and our Articles of Association contain provisions that limit the ownership rights of non-UAE persons, which could materially impact the price of our Shares and GDRs. UAE law and our Articles of Association contain certain provisions that limit the ability of non-UAE persons to own ordinary shares in the Company. Under UAE Federal Law No. 8 of 1984 regarding Commercial Companies, as amended (the UAE Companies Law) and Federal Implementing Regulation No.28 of 2007 of UAE Federal Law No.8 of 2004 regarding Financial Free Zones (the Implementing Regulation), at least 51% of our issued share capital must be owned at all times by UAE nationals or UAE entities that are themselves wholly owned by UAE nationals (each a UAE person). In order to ensure compliance with the requirements of the UAE Companies Law and the Implementing Regulation, we have incorporated certain mechanisms in our Articles of Association and the Deposit Agreement that may result in shareholders who are non-UAE persons being required to sell their Shares or GDRs. These mechanisms provide that in the event we become aware that non-UAE persons own more than 49% of our issued share capital, we (or a person authorised by us) will send a notification to the most recent non-UAE persons that we (or such authorised person) reasonably consider to have acquired Shares or GDRs since our non-UAE owned share capital exceeded 49% of our total issued share capital. This notification will inform the relevant shareholder that they must sell to a UAE person, within seven days (or such longer period as we consider reasonable), such number of ordinary shares as will enable the Company to regain compliance with the share ownership requirements of the UAE Companies Law and the Implementing Regulation. In addition, if we (or a person authorised by us) are not satisfied that this notice has been complied with within the seven day (or, if applicable, longer) period, we (or a person authorised by us) may dispose, or procure the disposal, of the relevant non-UAE owned ordinary shares to a UAE person. Moreover, the rights and privileges, including voting rights, attaching to the non-UAE owned shares subject to a disposal notice will be suspended and not capable of exercise.

See “Description of Share Capital – Our Articles of Association – Required Disposals.”

In the event that these provisions of our Articles of Association are triggered, these measures would likely decrease demand for our Shares and GDRs. In addition, these measures could also decrease the liquidity and increase the volatility of our Share and GDR price, which in turn could impair the ability of a holder of Shares or GDRs to sell any Shares or GDRs in the amount and at the price and time such holder wishes to do so, if at all, or result in a material adverse effect on the price of our Shares or GDRs. These limitations could effectively prevent our takeover by non-UAE persons, through which our shareholders might receive a premium for their shares, and limit the ability of non-UAE persons to effect control over us.

Furthermore, these limitations could adversely impact our ability to attract future investors and may restrict our future acquisition structures and generally impair our ability to offer shares as consideration in relation to such acquisitions.

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

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

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

23

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

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

In January 2008, the FSA published a Discussion Paper 08/01 (the Discussion Paper) reviewing the structure of the listing regime in the United Kingdom. Upon our initial UKLA Admission, the GDRs will be both admitted to the Official List of the FSA and to trading on the IOB (regulated market segment) of the London Stock Exchange. One of the options for change presented by the FSA in the Discussion Paper (Option 1) is to allow companies with global depositary receipts admitted to the Official List to retain their admission only if they comply with the continuing obligations for companies with a primary listing of equity securities, which are significantly more onerous than the obligations applicable to us upon our initial UKLA Admission. Any changes would need to undergo a consultation process involving the publication by the FSA of one or more consultation papers and thereafter considering responses to such consultation papers before implementing any changes. If the FSA implements Option 1, and we choose to retain our admission to the Official List, it is possible that such a listing would make it more costly for us to comply with the more onerous obligations of a primary listing. For example, the requirement for shareholder approvals for certain acquisitions could be a hindrance to the rapid execution of any growth strategy. In addition, in the course of our business, we have entered into certain related party transactions with our existing shareholders. Such transactions may require shareholder approval if we are subject to the obligations of a primary listing. If the FSA alternatively implements Option 1, and we choose to move our listing to the alternative “Directive-Minimum” segment for equity securities described by the FSA, the GDRs would continue to be admitted to trading on the IOB (regulated market segment) of the London Stock Exchange, and we would be subject to substantially the same continuing obligations as we will be upon our initial UKLA Admission, but the GDRs would cease to be admitted to the Official List. The removal from the Official List might adversely affect the ability of GDR holders to continue to hold the GDRs, for example, because of the terms of the contractual or constitutive investment restrictions that such investors are subject to. Market perception might also be less favourable for an admission to trading without an admission to the Official List, even without a substantive or perceived change in the continuing obligations to which we would be subject. Related sales of GDRs or a fall in demand for the GDRs could result in a material adverse effect on the price of our Shares and GDRs. There can be no assurance that other regulatory changes implemented by the FSA, as a result of the Discussion Paper or otherwise, would not have a material adverse effect on us or the price of our GDRs. Furthermore, there can be no assurance that we will choose to maintain either the admission to the Official List or the admission to trading on the IOB (regulated market segment). In such a case, we may seek to obtain a listing for our GDRs elsewhere, but we may not be successful in doing so.

Investors’ voting rights with respect to the Shares represented by the GDRs are limited by the terms of the Deposit Agreement for the GDRs and relevant requirements of the laws of the DIFC and the UAE. GDR holders will have no direct voting rights with respect to the ordinary shares represented by the GDRs. They will be able to exercise voting rights with respect to the ordinary shares represented by GDRs only in accordance with the provisions of the Deposit Agreement relating to the GDRs and relevant requirements of the laws of the DIFC and the UAE. There are practical limitations upon GDR holders’ ability to exercise voting rights due to the additional procedural steps involved in communicating with them. For example, the laws of the DIFC require the Company (i) to publish notice of a general meeting, at least 21 days before the date fixed for the meeting and (ii) to send notice by registered mail to each person registered in the Company’s share register as a holder of shares and to those shareholders who have deposited at least one share certificate with the Company.

GDR holders will not receive notice directly from the Company. Rather, in accordance with the Deposit 24

Dubai Airport Duty Free Dubai, UAE

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

You may not receive cash dividends on our Shares or GDRs. While we may pay dividends in the future, the majority of funds from our operation cash flows will be retained and applied towards financing our future capital expenditure and investment requirements. The amount and timing of the declaration and payment of any dividends will be at the discretion of our Board of Directors and will depend on, among other things, our operational performance, financial results, financial situation and prospects, as well as cash and liquidity requirements, market situation, legal restrictions, tax and such other factors as our Board of Directors may deem relevant at the time. As a result, capital appreciation, if any, realised through a resale of Shares or GDRs, may be your sole source of gain.

25

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

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

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

26

Dubai Airport Duty Free Dubai, UAE

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

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

As of 31 December 2007 qqqqqqqqqqqqqqqqqq Actual As Adjusted qqqqqqqq qqqqqqqqq AED US$ AED US$ qqq qqq qqq qqq (in millions)

69.1 111

111

18.8 111

111

69.1 111

18.8 111

109.0 233.2 56.4 111

29.7 63.5 15.4 111

109.0 233.2 56.4 111

29.7 63.5 15.4 111

398.6 111

108.6 111

398.6 111

108.6 111

475.0 36.0 – 164.3 44.8 111

129.4 9.8 – 44.8 12.2 111

751.4 36.0 742.8 164.3 44.8 111

204.7 9.8 202.4 44.8 12.2 111

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

720.1 111

196.2 111

1,793.3 111

473.9 111

Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,118.7 111

304.8 111

2,137.9 111

582.5 111

Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . .

Indebtedness (including current portion):. . . . . . . . . . . . .

Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank loans(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trust receipts and acceptances . . . . . . . . . . . . . . . . . . . . . . . .

Total indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1)

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

27

DIVIDEND POLICY To date neither the Company nor Depa United Group (PJSC) have declared or paid any dividends.

Under DIFC law and our constitutional documents, the payment of dividends is subject to the recommendation of our Board of Directors and may only be paid out of retained surplus and immediately after a dividend is paid, our Board of Directors must make a determination that we will be able to pay our debts as they become due.

See “Description of Share Capital”.

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

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

28

A10.20.6 A10.27.6

Hilton Dubai Creek Dubai, UAE

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

OSR A.1.1.1(10) OSR A.1.1.1(11)

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

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

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

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

•

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

As these entities were not under “common control” as defined by IFRS, we are unable to present a single set of financial statements prepared in accordance with IFRS. The financial statements for the year ended 31 December 2006 have been restated. During 2007 we finalized the purchase accounting for the acquisitions that we made in 2006. As a result of this process we restated our financial statements for the year ended 31 December 2006, as required by IFRS, to retroactively reflect the impact of the adjustments resulting from the finalization of the purchase accounting.

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

29

OSR A.1.1.1(16)(c) DIFX LR AppE, Part 1, #6 & #13 A10.3.1 A10.9.1

Selected Income Statement Data 2005 qqq

Year ended 31 December 2006 2007 qqq qqq

2005 qqq

Depa Predecessor Group (combined) qqq

Deco-Eldiar Predecessor Our Group Group (consolidated) (combined) (restated) qqq qqq (AED millions)

Contract income . . . . . . . . . . . . . . . . . . . . .

Contract costs. . . . . . . . . . . . . . . . . . . . . . .

199.2 (164.0) 111

84.4 (67.8) 111

Contract profit . . . . . . . . . . . . . . . . . . . . .

General and administrative expenses. . . . .

Gain on acquisition of subsidiary(1) . . . . . .

Other income . . . . . . . . . . . . . . . . . . . . . . .

Finance income/(cost) net . . . . . . . . . . . . .

Share of profit/(loss) from associates . . . .

35.2 (20.5) – 8.2 0.4 (0.1) 111

Net profit for the period before tax . . . .

Income tax . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year/period . . . . . . . . .

Attributable to:. . . . . . . . . . . . . . . . . . . . .

Equity holders of the parent. . . . . . . . . . . .

Minority interest. . . . . . . . . . . . . . . . . . . . .

(1)

2007 qqq

Our Group (consolidated) qqq

Our Group (consolidated) qqq (US$ millions)

1,048.1 (886.2) 111

1,419.8 (1,139.1) 111

386.9 (310.4) 111

16.6 (8.9) – 0.9 (0.1) 111–

161.9 (78.7) 12.2 6.7 4.9 2.5 111

280.7 (134.2) – 30.3 (2.5) 8.4 111

76.5 (36.6) – 8.3 (0.7) 2.3 111

23.2 (1.4) 111

8.5 111–

109.5 (6.2) 111

182.7 (1.7) 111

49.8 (0.5) 111

21.8 111

8.5 111

103.3 111

181.0 111

49.3 111

8.5 –

93.2 10.1

160.5 20.5

43.7 5.6

22.1 (0.3)

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

Selected Balance Sheet Data 2005 qqq

Depa Predecessor Group (combined) qqq

Property, plant and equipment . . . . . . . . . .

Total current assets. . . . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . . . .

Total equity . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . .

23.8 174.0 221.1 58.3 162.8

Year ended 31 December 2006 2007 qqq qqq Deco-Eldiar Predecessor Our Group Group (consolidated) Our Group (combined) (restated) (consolidated) qqq qqq qqq (AED millions) 2005 qqq

3.1 50.0 53.1 27.9 25.2

112.3 752.6 1,267.3 585.7 681.5

163.4 1,126.6 1,872.4 720.2 1,152.3

2007 qqq Our Group (consolidated) qqq (US$ millions)

44.5 307.0 510.2 196.2 314.0

Selected Financial Data and Ratios 2005 qqq

Depa Predecessor Group (combined)

qqq

EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . .

EBIT(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Adjusted EBITDA(1) . . . . . . . . . . . . . . . . . .

Adjusted EBIT(1) . . . . . . . . . . . . . . . . . . . . .

Capital Expenditures(2) . . . . . . . . . . . . . . . .

End of year Backlog(3) . . . . . . . . . . . . . . . .

(1)

26.1 23.7 18.0 15.6 6.0 952.8

Year ended 31 December 2006 2007 qqq qqq Deco-Eldiar Predecessor Our Group Group (consolidated) Our Group (combined) (restated) (consolidated) qqq qqq qqq (AED millions) 2005 qqq

9.6 8.6 8.7 7.7 0.7 26.6

124.9 108.9 103.5 87.5 73.9 1,672.9

238.8 203.7 200.1 165.0 52.7 1,619.0

2007 qqq Our Group (consolidated) qqq (US$ millions)

65.1 55.5 54.5 44.9 14.4 441.1

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

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

30

Four Seasons San Stefano Alexandria, Egypt

2005 qqq

Depa Predecessor Group (combined) qqq

Our Group (consolidated) qqq (US$ millions) 49.3 0.5 1.2 5.0 (0.5) 111

21.8 1.4 0.2 0.9 (0.6) 111

EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .

23.7 2.4 111–

8.6 1.0 111–

108.9 5.6 10.4 111

203.7 16.8 18.3 111

55.5 4.6 5.0 111

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26.1 111 111 23.7

9.6 111 111 8.6

124.9 111 111 108.9

238.8 111 111 203.7

65.1 111 111 55.5

Adjusted EBIT . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .

Adjusted EBITDA. . . . . . . . . . . . . . . . . . . . . .

(3)

2007 qqq

Profit for the year . . . . . . . . . . . . . . . . . . . . . . .

Income tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance cost recognised in cost of sales . . . . . .

Interest income . . . . . . . . . . . . . . . . . . . . . . . . .

EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Adjusted for: . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share of (profit) loss of associate . . . . . . . . . . .

Other income. . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on acquisition of subsidiary . . . . . . . . . . .

Gain on disposal of available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)

Year ended 31 December 2006 2007 qqq qqq Deco-Eldiar Predecessor Our Group Group (consolidated) Our Group (combined) (restated) (consolidated) qqq qqq qqq (AED millions) 8.5 103.3 181.0 – 6.2 1.7 0.1 1.9 4.3 – 4.3 18.5 (6.8) (1.8) 111– 111 111 2005 qqq

0.1 (6.2) – (2.0) 111 15.6 2.4 111– 18.0 111

– (0.9) –

(2.5) (6.7) (12.2)

(8.4) (30.3) –

(2.3) (8.3) –

111– 7.7 1.0 111–

– 111 87.5 5.6 10.4 111

– 111 165.0 16.8 18.3 111

– 111 44.9 4.6 5.0 111

8.7 111

103.5 111

200.1 111

54.5 111

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

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

31

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

OSR A.1.1.1(16)(a) OSR A.1.2.1(10) A10.9.1

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

A10.12.1 A10.12.2

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

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

The range of business activities we perform comprises: •

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

•

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

•

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

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

The Group – Presentation of Financial Information Basis of preparation Depa Limited, which owns 99.9% of the share capital of Depa United Group (PJSC), was incorporated for the purposes of the Offering in February 2008 and as such, has no financial statements for the periods under review.

We have included the consolidated financial information of Depa United Group (PJSC) for the period from its incorporation to 31 December 2006 and for the year ended 31 December 2007. Depa United Group (PJSC) was formed on 15 January 2006 by the controlling shareholders of the Deco–Eldiar Predecessor Group and the Depa Predecessor Group and various other new shareholders who collectively own greater than 50% of Depa United 32

OSR A.1.1.1(15)(b)

OSR A.1.1.1(15)(b)

OSR A.1.1.1(15)(a)

Four Seasons San Stefano Alexandria, Egypt

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

During 2005, while we operated as a single group through a memorandum of understanding under which the shareholders of each group agreed to procedures for common day-to-day management and participation in the operating decisions of the Group, our ownership structure was through two groups, the Depa Predecessor Group and the Deco-Eldiar Predecessor Group. However, as these entities were not under “common control” as defined

by IFRS, we are unable to present a single set of financial statements prepared in accordance with IFRS. This review, therefore, discusses a comparison of the audited combined results of operations of the Depa Predecessor Group and the audited combined results of operations of the Deco-Eldiar Predecessor Group for the year ended 31 December 2005 compared to the audited consolidated results of operations of our Group for the year ended 31 December 2006.

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

Acquisitions and new businesses During the period under review, we completed a number of acquisitions, established a number of new businesses, invested in a number of new associates and entered a number of joint ventures, through which we increased the size of our operations and/or our involvement with our suppliers and customers. These acquisitions and joint ventures also impact the comparability of our results of operations over the periods under review.

Our principal acquisitions and joint ventures during this period were as follows: •

In February 2005, our joint venture Mivan Depa Contracting LLC (Mivan Depa) was established, of which we hold 60% ownership. The company is involved in theming contracting and began operations in 2006.

•

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

•

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

•

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

•

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

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

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

33

A10.5.2.1

In 2006, we acquired 100% of Deco Emirates LLC, which provides shop fit-out services in the UAE. We also established Depa Albarakah LLC (80% owned), which is a contracting and trading company for gypsum partitions and ceilings in the UAE; DEPAMAR SARL (Depamar) in Casablanca, Morocco (80% owned), which is involved in interior contracting; Depa Mauritius (100% owned), which is a holding company for our investment in Depa India Private Limited; and Depa India Private Limited in Mumbai, India (97% owned), which is an interior contracting company for hotels and other entities in India. We also purchased shares in two publicly traded companies in 2006. Specifically, we purchased 16.8% of the outstanding shares of Design Studio Furniture Manufacturer Ltd (Design Studio), a company that is a cabinet and woodworks joinery in Singapore, our holding in which has subsequently been diluted to 13.8% as a result of a convertible bond issue by Design Studio. We also purchased 20.0% of the outstanding shares of Thailand Carpet Manufacturing Public Company Limited (TCMC), a company that manufactures carpets in Bangkok, Thailand, our holding in which has subsequently increased to 26.0% as a result of a capital increase in April 2007.

Geographic segmentation In analyzing our business on a geographic basis, we have segmented our results of operation based upon the geographic location of the subsidiary, joint venture or affiliate performing the contract. We have segmented our results on this basis, rather than the location in which the contract is performed, as it reflects our management’s views of the nature of our operations as well being helpful to investors in their understanding the growth of our business during the periods under review. In addition, due to the acquisition of certain entities in the year ended 31 December 2005, we are unable to analyse the results of certain acquired businesses on the basis of the location in which the contract is performed. Although a Group company located in one country may perform contracts in other countries so that there are some differences when our results are analyzed on the basis of location of company and location of contract, in general we do not believe that these differences are material to an understanding of the geographic distribution of our business and results of operations.

Factors Affecting Financial Condition and Results of Operations A10.6.1.1

Exchange rate fluctuations

A10.9.2.1

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

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

In addition, we are subject to currency translation risk in that the results of each of our operating subsidiaries are reported in the currency of the jurisdiction in which it primarily operates. These amounts, if not reported in UAE dirhams, are then translated into UAE dirhams for inclusion in our consolidated financial statements.

The currencies of account of our subsidiaries include UAE dirhams, Qatari riyal, Egyptian pounds, U.S. dollars, Moroccan dirhams and Indian rupees. Prior to 2006, we had minimal exchange rate risks as the majority of our operations operated and reported in UAE dirhams. However, since 2006 our international operations have grown substantially, and accordingly currency transaction and currency translation risks may significantly impact our financial results in the future from period to period and affect their comparability.

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

34

Louis Vuitton Mumbai, India

(1)

United Arab Emirates United States of America(2) Euro Area(3) (1) (2) (3)

2003 qq

2004 qq

2005 qq

2006 qq

2007 qq

3.2 2.3 2.1

5.0 2.7 2.1

6.2 3.4 2.2

9.3 3.2 2.2

11.0 2.9 2.1

Source: International Monetary Fund, World Economic Outlook Database, April 2008. 2007 numbers are estimates.

Source: International Monetary Fund, World Economic Outlook Database, April 2008.

Source: International Monetary Fund, World Economic Outlook Database, April 2008.

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

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

In many of the markets in which we operate, the pace of construction generally accelerates over the course of the year. This trend is caused by efforts to make up for delays suffered earlier in the year as well as customer pressure to complete projects before the end of the fiscal year. Separately, we only recognise contract income related to claims or defer costs (which relate to customer caused delays and errors in specifications or design from the customer) when negotiations related to such claims have reached an advanced stage such that it is probable that the customer will accept the claim and the amount that it is probable will be accepted by the customer can be measured reliably.

With respect to variations, we only recognize revenues once an agreement is reached with the client on the value of the claim. Due to the characteristics of the markets in which we operate, most customers tend to settle these claims and variations at the end of the year. At the same time, we tend to tie the settlement of claims and variation orders of our subcontractors to our settlement of variation orders and claims with our customers. In many cases, our estimation of such subcontractor variation orders and claims, which had been previously booked as an expense, exceed actual claims and any savings are then recognised as contract income. Moreover, in certain circumstances, settlement of variation orders and claims may not be settled within one fiscal year, and in such circumstances, we will carry forward contract income to the next fiscal year. See “ – Revenue on Construction Contracts.�

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

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

Allowances for doubtful debts We have estimated the recoverability of accounts receivable and recorded an allowance for doubtful debts as determined necessary. We have estimated for the allowance for doubtful debts on the basis of prior experience and the current economic environment. Estimating the amount of the allowance for doubtful debts requires significant judgment and the use of estimates related to the amount and timing of estimated losses based on historical loss 35

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

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

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

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

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

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

Fair value of available for sale investments We record available for sale investments at fair value. For publicly traded investments this is based on market prices. However, we are required to estimate the fair value for investments in private securities. We are required to 36

Atlantis Dubai, UAE

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

Principal Income Statement Items The following is a brief description of the principal captions in our income statement: Contract income Our contract income consists of revenues from clients for the products and services that we deliver through our various subsidiaries and joint ventures. Contract income is driven principally by the number and size of contracts we undertake, as well as the percentage of each contract completed during the period.

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

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

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

General and administrative expenses General and administrative expenses represent mainly staff related expenses; rent expenses; expenses relating to the provision for doubtful debt; depreciation of administrative assets expenses; travelling and communication expenses; contract related administrative expenses and consultancy services expenses. The four primary components of general and administrative expenses are staff costs; rent expenses; consultancy fees and travelling and communication expenses.

Staff costs represented 39.9% and 41.4% of total general and administrative expenses incurred in the years ended 31 December 2007 and 2006, respectively. Depreciation and amortization of intangible assets represented 17.5% and 15.3% of total general and administrative expenses incurred in the years ended 31 December 2007 and 37

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

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

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

Share of profit/(loss) in associates Share of profit/loss in associates represents our proportionate share of profit of and losses incurred by associated companies.

38

Golden Tulip Farah Casablanca, Morocco

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

2005 qqq

Year ended 31 December 2006 2007 qqq qqq

2007 qqq

Depa Predecessor Group (combined) qqq

Deco-Eldiar Predecessor Our Group Group (consolidated) (combined) (restated) qqq qqq (AED in millions)

168.9 30.3 111–

84.4 – – 111

722.9 325.2 111–

1,157.4 225.3 37.1 111

315.4 61.4 10.1 111

Total contract income . . . . . . . . . . . . . . . . . .

–UAE cost of sales . . . . . . . . . . . . . . . . . . . . .

–Rest of MENA cost of sales . . . . . . . . . . . . .

–Rest of the World cost of sales . . . . . . . . . . .

199.2 138.7 25.3 111–

84.4 67.8 – 111–

1,048.1 (594.1) (292.1) 111–

1,419.8 (943.5) (179.2) (16.4) 111

386.9 (257.1) (48.8) (4.5) 111

Total cost of sales . . . . . . . . . . . . . . . . . . . . . .

–UAE contract profit . . . . . . . . . . . . . . . . . . . .

–Rest of MENA contract profit . . . . . . . . . . . .

–Rest of the World contract profit . . . . . . . . . .

164.0 30.2 5.0 111–

67.8 16.6 – – 111

(886.2) 128.8 33.1 111–

(1,139.1) 213.9 46.1 20.7 111

(310.4) 58.3 12.6 5.6 111

Total contract profit. . . . . . . . . . . . . . . . . . . .

General and administrative expenses . . . . . . .

Gain on acquisition of subsidiary . . . . . . . . . .

Other income . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance income/(cost) net . . . . . . . . . . . . . . . .

Share of profit/(loss) from associates . . . . . . .

Net profit for the period before tax . . . . . . .

35.2 (20.5) – 8.2 0.4 (0.1) 23.2 111

16.6 (8.9) – 0.9 (0.1) – 8.5 111

161.9 (78.7) 12.2 6.7 4.9 2.5 109.5 111

280.7 (134.2) – 30.3 (2.5) 8.4 182.7 111

76.5 (36.6) – 8.3 (0.7) 2.3 49.8 111

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year/period . . . . . . . . . . . .

(1.4) 21.8 111

– 8.5 111

(6.2) 103.3 111

(1.7) 181.0 111

(0.5) 49.3 111

22.1 (0.3)

8.5 0.0

Selected Income Statement Data –UAE contract income . . . . . . . . . . . . . . . . . .

–Rest of MENA contract income . . . . . . . . . .

–Rest of the World contract income . . . . . . . .

Attributable to: . . . . . . . . . . . . . . . . . . . . . . .

Equity holders of the parent . . . . . . . . . . . . . .

Minority interest . . . . . . . . . . . . . . . . . . . . . . .

111

111

111

93.2 10.1

Our Group Our Group (consolidated) qqq (consolidated) qqq (US$ in millions)

111

160.5 20.5

111

43.7 5.6

Comparison of the Years Ended 31 December 2006 and 31 December 2007 Contract income Contract income increased by AED 371.7 million or 35.5%, from AED 1,048.1 million in the year ended 31 December 2006 to AED 1,419.8 million in the year ended 31 December 2007. Excluding acquired and newly established businesses, which reflected 6.5% of total contract income over the period, contract income would have been AED 1,327.3 million. UAE contract income increased by AED 434.5 million or 60.1%, from AED 722.9 million in the year ended 31 December 2006 to AED 1,157.4 million in the year ended 31 December 2007, driven by new and continuing projects in 2007 such as the Dubai Festival City (which contributed AED 315.2 million), the Burj Dubai (which contributed AED 113.3 million), the Shoreline Apartments (which contributed AED 85.5 million) and the Anantara Palm Jumeira and Tiara Residence (which contributed AED 65.9 million). Rest of MENA contract income decreased by AED 99.9 million or 30.7%, from AED 325.2 million in the year ended 31 December 2006 to AED 225.3 million in the year ended 31 December 2007. This decrease resulted from the completion of certain large projects in the Rest of MENA region in 2006, particularly the Museum of Islamic Arts project, as well as our decision to focus on a smaller number of projects in Egypt. Rest of the World contract income increased from nil in the year ended 31 December 2006 to AED 37.1 million in the year ended 31 December 2007, reflecting principally the operations of The Parker Company, which we acquired in December 2007, and the commencement of commercial operations in India.

39

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

The following table presents a breakdown of the cost of sales for the year ended 31 December 2007: Year Ended Year Ended 31 December 31 December 2006 2007 1111 1111 (AED in millions)

Staff costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Material costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sub-contractor costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Overheads and other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Project related depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Project related interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

156.3 273.0 394.4 54.3 3.9 114.3 1

221.6 346.0 370.4 170.9 11.7 18.5 111

Total costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

886.2 111

1,139.1 111

Staff costs increased by AED 65.3 million or 41.8%, reflecting both increased headcount, as we began to use more of our own workers and fewer subcontractors in our operations as well as the general growth in our business, and the impact of inflation on wages and salaries. Material costs increased by AED 73.0 million or 26.7%, which was roughly in line with the growth of project income. Subcontractor costs decreased by AED 24.0 million or 6.1%, due to our decreased use of subcontractors in our operations. Overheads and other costs increased more than threefold by AED 116.6 million, reflecting principally larger head office and direct project related technical and risk control support costs due to the overall growth of our business.

Contract profit Due to the foregoing reasons, contract profit increased by AED 118.9 million or 73.4%, from AED 161.9 million in the year ended 31 December 2006 to AED 280.8 million in 2007, as contract profit increased more quickly than cost of sales. Of this increase, 25.1% was attributable to acquisitions effected being The Parker Company and the commencement of new operations in Morocco and India during the year. Excluding acquisitions and new establishments, gross contract profit increased by AED 89.0 million in 2007 to AED 250.9 million.

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

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

40

Four Seasons Mumbai, India

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

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

General and administrative expenses General and administrative expenses increased by AED 55.5 million or 70.5% from AED 78.7 million in the year ended 31 December 2006 to AED 134.2 million in the year ended 31 December 2007. The increase was primarily due to an increase in staff costs of AED 21.0 million or 64.4%, from AED 32.6 million to AED 53.6 million, related to increased administrative headcount required to support our expanded operations as well as increased salaries offered as we sought to increase staff retention and to offset the effects of inflation.

Administrative headcount increased from 123 at 31 December 2006 to 204 at 31 December 2007. The increase was also due to an increase in the depreciation of tangible assets by AED 3.4 million from AED 1.7 million in the year ended 31 December 2006 to AED 5.1 million in year ended 31 December 2007 and an increase in the amortization of intangible assets by AED 7.9 million or 76% from AED 10.4 in the year ended 31 December 2006 to AED 18.3 million in the year ended 31 December 2007. Other general and administrative expenses also increased

by AED 23.0 million or 67.6% from AED 34.0 million in the year ended 31 December 2006 to AED 57.0 million in the year ended 31 December 2007, reflecting increased rent, provision for doubtful debts expenses, travelling and communication expenses, contract related administrative expenses and consultancy fees.

Share of profit/(loss) in associates Share of profit of associate companies increased by AED 5.9 million or more than two-fold from AED 2.5 million in the year ended 31 December 2006 to AED 8.4 million in the year ended 31 December 2007.

The increase was attributable to our increased share of profits reported by Design Studio, TCMC, and new share of profit reported by newly acquired shares in JWICO and Deolight Trading LLC. Taxation Income taxation decreased by AED 4.5 million, from AED 6.2 million in the year ended 31 December 2006 to AED 1.7 million in the year ended 31 December 2007. The decrease in income taxation was principally due to tax refunds accrued by Depa for Hotels SAE in Egypt of AED 1.2 million as 2006 pre stated financials reflected higher taxable income which revealed lower after restatement and near completion of projects. In addition, income taxation decreased as taxable income from high-tax jurisdictions, such as Qatar, declined in 2007 mainly due to the near completion of projects such as the Museum of Islamic Arts.

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

Comparison of the Years Ended 31 December 2005 and 31 December 2006 Contract income Contract income was AED 199.2 million and AED 84.4 million, respectively, for the Depa Predecessor Group and the Deco-Eldiar Predecessor Group in the year ended 31 December 2005 and AED 1,048.1 million for our Group in the year ended 31 December 2006. Excluding acquired and newly established businesses, which reflected 41

A10.9.2.2

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

The increase in contract income was primarily attributable to an increased number and size of projects awarded in 2006, reflecting both the growth of our business and our increased capacity to take on larger projects.

Projects undertaken during 2006 included The Shoreline Apartments – Jumeirah and the Dubai Festival City projects, which reflected 21.8% of overall contract income during the period. Apart from increased contract volume in our core interior contracting business, increased contract income reflected the consummation of work on the Museum of Islamic Art in Doha, Qatar by our joint venture Mivan Depa and our acquisition of Dragoni International Limited in September 2006, contributed AED 186.4 million and AED 78.6 million, respectively, to contract income during the year ended 31 December 2006.

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

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

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

42

Four Seasons Mumbai, India

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

Gain on acquisition of subsidiary We recognised a gain of AED 12.2 million in the year ended 31 December 2006, compared to nil in 2005.

This reflects the gain on acquisition resulting from the fair value of net assets acquired for Eldiar being more than the consideration paid.

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

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

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

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

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

43

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

OSR A.1.1.1 (12)

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

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

2006 2007 2007 1111 1111 1111

Our Group (consolidated) Our Group Our Group (restated) (consolidated) qqqq (consolidated) qqqq qqqq (AED in millions) (US$ in millions)

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided from financing activities . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents Beginning cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . .

Ending cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net increase (decrease) in cash and cash equivalents. . . . . . . . . . .

(123.4) (502.0) 673.8

(43.2) (119.7) 183.5

(11.8) (32.6) 50.0

0.0 48.4 111

48.4 69.1 111

13.2 18.8 111

48.4 111

20.7 111

5.6 111

Operating activities Net cash used in operating activities decreased by AED 80.2 million from AED 123.4 million in the year ended 31 December 2006 to AED 43.2 million in the year ended 31 December 2007. The decrease in net cash used in operating activities was mainly a result of increased amount of receivables from customers on construction contracts (revenue in excess of billing) from AED 324.9 million as on 31 December 2006 compared with AED 437.4 million as on 31 December 2007 and an increase in amounts of trade receivables and other current assets from AED 369.5 million as on 31 December 2006 to AED 545.1 million as on 31 December 2007.

Inventories increased from AED 9.8 million as on 31 December 2006 to AED 71.3 million as on 31 December 2007 due to increased inventories required to ensure timely performance at two large projects (the Burj Dubai and the Dubai Duty Free in 2007) as well as by more preferential certification and payment terms granted to customers.

Investing activities Net cash used in investing activities decreased by AED 382.3 million from AED 502.0 million in the year ended 31 December 2006 to AED 119.7 million in the year ended 31 December 2007. The larger amount of cash used in investing activities in 2006 was largely due to the acquisition of a number of subsidiaries in 2006 by Depa Interiors LLC. Financing activities Net cash from financing activities decreased by AED 490.3 million from AED 673.8 million in the year 31 December 2006 to AED 183.5 million in the year ended 31 December 2007. The larger amount of cash from financing activities in the year ended 31 December 2006 was principally due to the capital increase of AED 475.0 million which was carried out in relation the formation of Depa United Group (PJSC) in 2006.

44

A.10.10.04

Naif Millennium Motor Yacht

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

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

Depa Predecessor Group (combined) qqq

Cash and bank balances (A) . . . . . . . . . . . . . .

Bank loans (B) . . . . . . . . . . . . . . . . . . . . . . . . .

Current (C). . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-current (D) . . . . . . . . . . . . . . . . . . . . . . . .

Total current net indebtedness (A-C) . . . . . . .

Total non-current net indebtedness (A-D). . . .

Total net indebtedness (A-B). . . . . . . . . . . . . .

41.1 23.9 17.7 6.2 23.4 34.9 111

17.2 111

Year ended 31 December 2006 2007 qqq qqq Deco-Eldiar Predecessor Our Group Group (consolidated) Our Group (combined) (restated) (consolidated) qqq qqq qqq (AED millions) 2005 qqq

0.3 0.2 0.2 0.0 0.1 0.3 111

0.1 111

48.4 214.2 173.4 40.8 (125.0) 7.6 111

(165.8) 111

69.1 398.6 303.7 94.9 (234.6) (25.8) 111

(329.5) 111

2007 qqq Our Group (consolidated) qqq (US$ millions)

18.8 108.6 82.8 25.9 (63.9) (7.0) 111

(89.8) 111

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

A10.10.4

Capital Expenditures and Investments

A10.10.1

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

A10.10.2

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

OSR A1.2.1 (2)(g)

45

A10.10.3

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

A10.10.5

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

Less

5 years

than 1 year qqq 1-5 years qqq and more qqq Total qqq (AED in millions)

Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contractually committed investments(1) . . . . . . . . . . . . . . . . . . . . . . . .

Long-term payables(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.7 303.7 38.6 41.3 111

0.4 94.9 – 41.8 111

– – – 111–

1.1 398.6 38.6 83.1 111

Total(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

384.3

137.1

–

521.4

(1) (2) (3) (4)

These amounts represent commitments to purchase additional shares or invest a specific amount in certain businesses during 2008.

These amounts represent payables for the purchase of property, plant and equipment and subcontract retention which are payments withheld from subcontractors until projects are completed.

Certain of these obligations are denominated in currencies other than UAE dirhams, and have been translated from foreign currencies into UAE dirhams based on the interbank rate in effect at 31 December 2007 (as quoted by OANDA). As a result, the actual payments will vary based on any change in the exchange rate.

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

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

Disclosures about Market Risk Currency Risk While we have historically operated in jurisdictions, such as the UAE, where the currency is pegged to the US dollar, we are increasingly engaging in transaction in other markets, through which we are exposed to foreign exchange risks arising from various currency exposures. In 2007, 89.4% of our contract revenue was derived from currencies that were pegged to the US dollar, with the remainder primarily in Egyptian pounds, Moroccan dirhams and Indian rupees. We are exposed to both transactional and translational currency risk, as described above under “Risk Factors – Factors Affecting Financial Condition and Results of Operations – Exchange rate fluctuations”.

We seek to hedge our transactional currency risk but not translational risk.

We use derivative financial instruments, such as foreign exchange forward contracts, including bonus forward options and European knock-in forwards to cover our euro exposure based on a semi annual currency need analysis conducted. The total value of such hedging contracts entered into for the year ended 31 December 2007 was €5.5 million. However, as most of our revenues were derived from US dollar pegged currencies, we do not engage 46

DeLisle III Motor Yacht

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

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

Backlog

A10.5.2.3

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

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

Revenue recognised in the table below includes agreed variations with customers.

Year ended 31 December

qqqqqqq

Beginning year Backlog

New Contracts Awarded

36.9 979.4 1,672.9

1,221.9 1,788.0 988.3

Variations

Revenue Recognised

Year End Backlog

qqq qqq qqq qqq qqq (AED in millions)

2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.2 (283.6) 979.4 (46.4) (1,048.1) 1,672.9 377.6 (1,419.8) 1,619.0

We estimate that approximately AED 332.0 million or 20.5% of our Backlog at 31 December 2007 will not be completed in 2008. In addition to this backlog, we are continuously working on securing a pipeline of potential projects which comprise projects that we are in the process of bidding for, or may bid for, or projects we have agreed to undertake subject to finalisation of terms and conditions.

47

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

The range of business activities we perform comprise: •

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

•

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

•

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

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

We operate through an integrated network of subsidiaries, affiliates and representative offices located in the UAE, Saudi Arabia, Qatar, Egypt, Jordan, Morocco, India, Thailand, China, Singapore, the UK, the Netherlands and the US. Through this network we have successfully executed projects in over 20 countries. For the year ended 31 December 2007, 81.5% of our contract income and 76.2% of our gross contract profit were derived from our activities in the UAE; 15.9% and 16.4%, respectively, were derived from our activities in other jurisdictions within the MENA region (the Rest of MENA); and 2.6% and 7.4%, respectively, were derived from our activities outside the MENA region (the Rest of the World).

We have experienced significant growth over the last three years. This growth has been achieved, in part, through the establishment of operations in a number of jurisdictions and through acquisitions and entering into new joint ventures. We have established new operations in a number of new geographic markets including Saudi Arabia, Morocco, India, Syria, Sudan and Libya. We have also acquired several joinery businesses, a procurement company and specialised interior fit-out businesses; which has facilitated the continuing backward integration of our supply chain. Our contract income for the years ended 31 December 2007 and 2006 was AED 1,419.8 million and AED 1,048.1 million, respectively, which represented an increase of 35.5% in 2007 over the prior year.

Our net profit before minority interest for the years ended 31 December 2007 and 2006 was AED 181.0 million and AED 103.3 million respectively, which represented an increase of 75.2% in 2007 over the prior year. In addition, our total number of employees for the years ended 31 December 2007, 2006 and 2005 was 7,112, 4,760 and 1,044, respectively, which represented an increase of 49.4% in 2007 and more than a four-fold increase in 2006 over the prior year.

48

OSR A.1.1.1(15)(b)

OSR A.1.1.1(15)(b)

OSR A.1.1.1(15)(a)

Museum of Islamic Arts Doha, Qatar

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

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

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

History We were incorporated as a company limited by shares in the DIFC on 25 February 2008. Through our majority ownership of Depa United Group (PJSC), we are the ultimate holding company of the Group. The Group was established in 1996 by Mr. Mohannad Sweid, our current chief executive officer, and certain other individuals.

In 1998, the Group’s operations were significantly expanded with the acquisition of an Italian based interior contractor and the relocation of its headquarters to Dubai. Through a combination of various subsidiaries, joint ventures and acquisitions across a number of countries and market segments within the interior contracting industry, we have grown to become a leading provider of interior contracting services as well as a provider of manufacturing products and procurement services. See “Additional Information� for an illustration of our corporate organisational chart and a list of our subsidiaries, joint ventures and affiliates and their respective operations.

49

OSR A.1.1.1(15)(a) A10.5.1.5

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

DEPAMAR SARL (Morocco) (interior fit-out)

Lindner Depa Interiors LLC (Dubai) (airport and hospital interiors)*

ACQUISITIONS

INCORPORATIONS

Depa Albarakah LLC (gypsum products & contracting)

Depa Interiors LLC, (Dubai) (interior fit out)

Depa for Development Co. Ltd (Sudan)

Eldiar India Private Limited (furniture manufacturing & Joinery)

Joint Venture with Design Studio (Singapore)* (interior fit-out)

Representative office in China (procurement)

Depa India Private Limited (interior fit-out)

Depa USA Holding Co

Depa United Contracting Company (Libya)* (interior fit-out)

Depa Syria for Contracting & Property Development (JSC) (interior fit-out)

Started operations in UAE

Depa Abu Dhabi (interior fit-out)

Depa for Hotels SAE (Egypt) (interior fit out)

Pino Meroni for Yacht Interiors LLC (yacht fit out) (manufacturing)

Pino Meroni for Metal & Wood Industries (manufacturing)

Mivan Depa Contracting LLC (specialist & theme oriented fit out)

Depa Qatar WLL (interior fit-out)

Depa Saudi LLC (interior fit-out)

1996

1998

1999

2000

2001

2005

2006

2007

Acquisition of Deco Emirates LLC (Dubai) (shop fit-out)

Acquisition of stake in JWICO (Jordan) (manufacturing of cabinetry and other furniture)

Acquisition of 60% of Dragoni International (Dubai) (joinery and door manufacturing)

Acquisition of 51% of The Parker Company (USA) (FF&E procurement)

Acquisition of 21% of Thailand Carpet Manufacturing Public Company Limited (Thailand) (carpet manufacturing)

Acquisition of 45.1% of Decolight Trading LLC (Dubai) (lighting procurement & lighting fit-our design)

Acquisition of Italian interior contractor by founders

Acquisition of stake in Design Studio (Singapore) (cabinetry & woodworks)

Acquisition of Eldiar (Abu Dhabi) (door & furniture manufacturing)

* Currently under formation

50

2008

Tiara Residence Dubai, UAE

Competitive Strengths We believe that we benefit from the following key strengths: Leading presence in and exposure to high growth markets We have significant experience in the high-growth regions of the GCC and Egypt, which have in recent years seen exponential growth in the hospitality sector as well as other areas. In addition, in recent years we have expanded our operations to other countries in the MENA region and Asia, with new operations in Morocco, Libya, Syria and India. Our contract income is currently derived from our operations in a number of markets, which reduces our reliance on any single market and increases our financial visibility through a diverse project pipeline.

For the year ended 31 December 2007, 81.5% of our contract income was generated from operations in the UAE, while 6.0% of revenues was derived from operations in other GCC countries, 9.9% of revenues were generated from operations in North Africa and 2.6% of revenues were generated from operations in other parts of the world.

In addition, HVS International reports that 253 hotels are expected to be built in the MENA region between 2008 and 2011. We expect that the projected growth in the hospitality sector coupled with steady growth in other sectors, including residential and commercial property development and public sector infrastructure projects, will likely fuel demand for interior contracting services throughout the region.

We have maintained a leading position in the luxury hotel interior contracting sector across the MENA region.

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

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

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

We believe that our strong reputation and track record has enabled us to secure a sizeable portfolio of future projects. As at 31 December 2007, we secured a portfolio of future projects amounting to AED 1,619.0 million.

Of this amount, we believe that approximately 20% will be carried forward from the current fiscal year. In addition, 51

A10.6.5

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

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

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

•

allows us to source the raw materials and equipment required to execute the majority of projects we undertake;

•

creates an integrated supply chain which enables us to better capture upstream profits by eliminating intermediaries;

•

serves to minimise exposure to variable contract pricing risks that are incumbent in third party contracting; and

•

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

In addition to supplying goods and services to our interior contracting business, our manufacturing and procurement businesses also generate revenues externally through their own portfolio of projects and clients.

Our joinery facilities are able to offer high-value products and services on third-party projects, while minimizing the risk of capacity shortages and delivery delays. This is accomplished by combining the manufacturing capacities and specialties of the joineries, which has permitted our manufacturing subsidiaries to aggressively seek projects that have resulted in a further diversification of our revenues.

We have also entered into strategic partnership agreements with some of the leading suppliers, manufacturers and interior contracting companies in the countries in which we operate and to which we seek to expand.

These relationships allow us to ensure the availability of quality materials for the completion of projects while also providing us with a platform from which we can penetrate new markets. Examples of these efforts include our investments in Thailand Carpet Manufacturing Public Company Limited (TCMC) and Design Studio Furniture Manufacturer Ltd (Design Studio). TCMC have positioned us to better penetrate the interior contracting market in Thailand and gives us better access to high-quality carpets for use in our interior fit out projects. Design Studio has assisted us in completing interior contracting mandates in a number of countries by supplying, on short notice, high quality cabinets and other materials within client prescribed budgets and project timelines. Design Studio also provides us with access to a portfolio of clients in the Singaporean interior fit-out market.

Highly-skilled core resources and access to a flexible workforce Skilled labour shortages are a significant issue in our core markets. We have a large and highly-skilled workforce that enables us to adequately staff projects as required, across our product lines in the various markets in which we operate, which also reduces our exposure to labour or subcontractor shortages in such markets.

This also allows us to better control costs on projects through our ability to better manage all aspects of works conducted and enables us to efficiently complete the projects within the prescribed deadlines. As many of our projects demand high precision and quality craftsmanship, our ability to control project status and provide effective quality assurance is essential to our reputation and ability to secure new contracts. Due to these considerations, we have in recent years substantially increased the number of administrative staff and construction workers.

Separately, we have undertaken a knowledge management effort, which we hope encourages knowledge transfer within the Group as we continue to grow. This has decreased our dependence on subcontractors in the markets in 52

Four Seasons Doha, Qatar

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

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

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

OSR A1.1.1(16)(a)

Strategy The key elements of our strategy are as follows: Strengthen core business through expansion of our supply chain Our ability to control our supply chain of raw materials and finished products has been a major contributor to our past success. This ability allows us to better manage relationships with upstream suppliers, capture a larger part of the upstream profits by minimising costs; securing a stable supply of raw materials; and ensuring that we meet project deadlines while maintaining the quality of our final products. We intend to continue this expansion through: •

Acquisitions of businesses within the interior contracting industry to support our core activities, in particular businesses that produce materials that are difficult to procure due to strong global demand.

Such acquisitions allow us to consolidate control of our supply chain while improving quality and margins. Our acquisition of Dragoni International LLC, which supplies us with doors and other fine woodworks, is an example of such integration.

•

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

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

Geographic diversification. We are currently exploring options for expanding our business to new geographic markets including Syria, Indonesia, Malaysia and China. In addition to these markets, we have recently expanded our operations to India and Morocco. These markets have seen rapid growth in the luxury hospitality industry in recent years and show large potential for future growth. For example, in a 2007 report, World Travel & Trade Council indicated that tourism in India has a projected compound annual growth rate of 8.8% between 2004 and 2013, while Northern Africa has a projected compound annual growth rate of 5.3% between 2008 and 2017.

By continuing to implement our growth strategy in these markets through the recruitment and training of personnel and subcontracting teams (such as our hiring of over 650 personnel in Morocco in 2007) as well as the 53

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

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

Establishing operations in new market segments and offering additional products and services.

For example, in 2000 we established Pino Meroni Yacht Interiors LLC (Pino Meroni), which focuses on interior contracting related to yacht interiors. In addition, we seek to enter joint ventures that expand our product and service offerings by finding partners with significant and reputable expertise in their own sectors. A recent example of this effort is our joint venture with the Lindner Group, which is currently under formation. Once this joint venture company is formed, we expect to extend our products and services into the airport and hospital fit-out industries by building upon Lindner Group’s client base and expertise in these industries.

•

Acquiring companies that are engaged in lucrative industries in which we do not currently operate.

Recent examples of this effort include our acquisition of Deco Emirates LLC (a UAE company specialising in shop-fitting), a controlling stake in The Parker Company (a US company specialising in large scale procurement of FF&E) and a 45.1% stake in Decolight Trading LLC (a UAE company engaged in lighting procurement and lighting design fit-out.

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

OSR A1.1.1(15)(b)

Business Activities

OSR A1.1.1(15)(e)

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

54

A10.6.1.1

Shangri–La Abu Dhabi, UAE

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

A10.7.1 OSR A.1.1.1(15)(e)

Depa

Interior Contracting

Interior Manufacturing

I n d u s tr i e s S e r v i c e d

Hospitality

Hotels Resorts

Residential

Luxury apartment buildings Palaces Luxury villas

Commercial

Office buildings Banks Retail malls

Theming

Shop-Fitting

Yacht Fitting

Infrastructure

P r o d u c ts M a n u f a c tu r e d

Joinery factories

Furniture manufacturing

Soft furniture manufacturing

Theme parks Museums

Metal works

Fitted furniture & doors Cabinet making Loose furniture & upholstered furniture

Carpets Hand tufted carpets Architectural metal work

Shops Department stores Retail Malls Yachts Cruises Airports/transport terminals Hospitals

Procurement

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

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

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

55

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

Interior refurbishment Our interior refurbishment business comprises the refurbishment and upgrading of existing luxury hotels.

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

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

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

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

We also provide fit-out services for retail outlets through our subsidiary, Deco Emirates LLC (Deco Emirates), which we acquired in 2006. Fit out of retail outlets often involves short timeframes from engagement to completion as well as the comprehensive implementation of specified designs that reflect a client’s brand identity. These projects involve both new retail spaces as well as refurbishment works, which is required frequently as a result of market pressures as well as changes in consumer preferences. Projects recently completed

by Deco Emirates include several Burberry outlets, the Dubai Duty Free, and a number of Marks & Spencer outlets in the MENA region, including the largest Marks & Spencer retail outlet outside the United Kingdom.

While Deco Emirates has historically operated primarily in the UAE, it is currently undertaking efforts to expand its market presence in the broader MENA region.

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

56

Shangri–La Abu Dhabi, UAE

Our manufacturing business has two primary functions. The first is to support our core interior contracting business by supplying it with a portion of the necessary materials required to complete interior fit-out projects.

Throughout this role, we provide a ready supply of high-quality materials at stable prices. As a result, many of our joinery facilities are included within our interior contracting businesses, which provide us reliable access to necessary supplies in a shorter time frame and at lower prices than would otherwise be available from the open market. With respect to our manufacturing operations not dedicated to our interior contracting business, coordination of supply requirements across these two business activities occurs through direct contact between the general managers of the relevant operating companies with support from the commercial and financial managing directors. Capacity constraints and budgeting requirements are also discussed and coordinated across the different operating companies on a monthly basis by our senior management.

We also provide manufactured products to third parties in the general contracting and construction markets.

In most cases, clients engage us directly with respect to a particular contract. Our manufacturing businesses market their products directly to contractors and developers in order to be placed on their tender lists. This dual role allows us to support our interior contracting activities while at the same time providing additional sources of revenue.

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

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

OSR A.1.1.1(15)(b) OSR A.1.1.1(15)(c) OSR A.1.1.1(15(e)

Company qqqqqqqqqq

Primary Product qqqqqqq

(sq.m.) qqqq

Number of third-party awarded contracts (for the year ended 31 December 2007) qqqqqq

Deco Emirates LLC

Shop-fitting elements

7,500

93 contracts

Marks & Spencer, Mexx, Aizone

Pino Meroni for Yacht Interiors LLC

Yacht-fitting elements

10,000

10 contracts

Mixed base of international customers

Depa Joinery (division of Depa Interiors LLC)

Joinery works for Depa projects

2,700

N/A

In-house

Eldair Furniture, Manufacturing and Decoration LLC

High-end doors, panelling, wardrobes, furniture and joinery

14,000

50 contracts

Etisalat, Targets

Pino Meroni for Wood & Metal Industries JSC

Joinery works for Depa projects

16,000

N/A

In-house

Facility Size

Key Customers qqqqqq

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

57

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

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

In December 2007, we acquired 51% of the shares in The Parker Company, a multinational procurement company focused on the hospitality industry based in the United States, with offices in London, Amsterdam and Dubai. The Parker Company has over 30 years of experience in the hospitality procurement industry providing clients with a wider range of services including FF&E procurement, the procurement of operating supplies and equipment, warehousing and on-site coordination and installation. We expect that this acquisition will enhance our procurement activities by allowing us to carry out third party procurement contracts on particular projects.

We intend to retain The Parker Company’s existing management which will allow us to benefit from their expertise and will enable them to continue to operate and manage the procurement business independently, simultaneously allowing them to benefit from our existing network of businesses for support, to the extent it is required. The Parker Company has completed procurement works for hundreds of large-scale construction projects including international hotel chains including Hilton, Ritz-Carlton, Marriott International, Jumeirah International, Le Meridien and the Mandarin Oriental.

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

Finland UK France US

Netherlands Germany Austria Italy Greece

Japan

Syria Jordan Qatar

Libya

Morocco

Egypt Sudan

UAE Saudi Arabia

China India

Thailand

Malaysia Singapore

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

58

A10.6.2

The Monarch Dubai, UAE

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

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

OSR A1.1.1(15)(c)

Representative Clients and Projects

A10.5.2.2

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

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

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

•

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

•

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

•

InterContinental Dubai Festival City, Dubai – UAE We completed the fit-out and FF&E for this hotel, including all public spaces, 498 guest rooms, restaurants and spa. This project was completed between January 2006 and December 2007 for a total contract value of US$45.6 million.

•

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

59

A10.5.2.3 A10.6.1.2

•

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

•

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

•

The Mazagan Resort, El Jadida – Morocco We are currently involved in the interior fit out of all public areas and guest rooms of the Atlantis Hotel Mazagan in Morocco. Work on this project is currently underway for a contract value of US$39.6 million.

•

Emirates Palace, Abu Dhabi – UAE We carried out the interior fit-out of the entire 40,000 square metres of public areas of this luxury hotel, including five food and beverage outlets and all meeting rooms. The project was completed between January 2002 and December 2004 for a contract value of US$57.1 million.

•

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

•

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

•

Four Seasons Nile Plaza, Cairo – Egypt We completed the fit-out for each of the 336 guest rooms and suites and all of the public areas of this hotel.

The project was completed between April 2002 and October 2004 for a total contract value of US$18.9 million.

•

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

•

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

60

The Monarch Dubai, UAE

The following list sets out certain other projects that we have completed or which we are currently working on: Jumeriah Beach Conference Centre, Dubai – UAE.

Atlantis, The Palm, Dubai – UAE.

J. W. Marriott, Cairo – Egypt.

Four Seasons Hotel, Doha – Qatar.

Four Seasons Alexandria at San Stefano, Alexandria – Egypt.

Al Bustan Rotana, Dubai – UAE. La Cigale Hotel, Doha – Qatar.

Rotana Al Ain, Al Ain – UAE. Grand Hyatt, Dubai – UAE. The Fairmont, Dubai – UAE. Sheraton Dubai Creek, Dubai – UAE.

City Centre Development Phase II, Doha – Qatar.

Sheraton Hotel, Manama – Bahrain.

Grand Hyatt Muscat, Muscat – Oman.

Rose Rotana Suites, Dubai – UAE. Montgomerie Club – Emirates Hills Development, Dubai – UAE.

Golden Tulip Farah Hotel, Casablanca – Morocco.

Nile City Shopping Mall, Cairo – Egypt.

Nile Plaza Shopping Mall Beymen, Cairo – Egypt.

Millenium Tiran, Sharm Al Sheikh – Egypt.

Pyramisa Hurghada, Hurghada – Egypt.

City Stars Shopping Mall, Egypt.

Capital Towers, Dubai – UAE.

Palace Lafico, Casablanca – Morocco.

Holiday Inn Cairo, Cairo – Egypt.

Shoreline Apartments, The Palm Jumeirah – UAE.

Ksar Menara, Marrakech – Morocco.

Al Salam Rotana, Khartoum – Sudan.

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

Twin Centre Palace, Casablanca – Morocco.

Riverside Garden Marina Project, Thailand.

Banyan Tree, Marrakech – Morocco.

Leela Kempinski Gurgaon, – India.

OSR A1.1.1(15)(c)

Material Contracts

A10.6.1.2

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

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

The material contracts we have entered into contain the customary provisions, such as warranties as to skill, care and quality or work and are capable of variation and, in most cases, have been varied by agreement.

The material contracts currently being undertaken by the Group have a higher contract value than originally agreed.

This is usually because of variations related to increases in the scope of the relevant works and, in most cases, accompanied extensions to the deadline for completion of the works.

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

61

The Project Planning, Contracting and Execution Process Our interior contracting projects, which represented 82.8% of contract revenues for the year ended 31 December 2007, typically involve three main stages: project selection and planning; contract negotiation and finalisation and project execution. Each interior contracting project we work on is executed in accordance with the specifications, timelines and pricing terms agreed with the client.

The Planning Process We identify potential projects from a variety of sources, including proposal requests from governmental agencies for public works projects, directly from repeat or new clients, through the efforts of our business development personnel and through discussions with developers, consultants, architects and other contractors.

Traditionally, our focus has been on selecting projects in the luxury hotel and residential property markets.

However, we have in recent years diversified our operations to projects in other areas such as museums, theme parks, shopping centres, malls, yacht interiors and large infrastructure projects such as airports and transport terminals (which includes the Dubai Duty Free located in the Dubai International Airport).

The project selection process is typically undertaken by each of our operating subsidiaries separately in relation to the markets in which each operates. After determining which projects are available, the relevant subsidiary decides which project to pursue. This is then reviewed and discussed centrally in monthly meetings carried out between all of our managing directors. Projects in new markets or regions or those that are of an especially large or unique nature, such as the Burj Dubai, typically require the approval of our senior management.

A number of factors are taken into account in reaching a final decision, including: •

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

•

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

•

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

•

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

•

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

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

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

Types of Contracts The pricing, extent, scope and nature of our activities with respect to a particular project are largely governed by the type of contractual arrangement used for the project. We have historically used three principal types of 62

Fairmont Hotel Dubai, UAE

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

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

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

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

Currently, agreed maximum price contracts represent approximately one third of our annual consolidated revenue.

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

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

63

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

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

project completion and handover.

Acquisition and Integration Policy We have grown our business in many markets, in part, through the acquisition of companies. Before deciding to invest in a particular business, we make an initial assessment to determine the suitability of the target.

Our decision to invest is based on whether the target business meets the following criteria: •

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

•

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

•

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

•

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

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

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

•

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

•

information technology support by providing newly acquired businesses with network support and access, website development support, IT security support and access to our information technology hardware purchase programmes; and 64

Fairmont Hotel Dubai, UAE

•

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

Competition

A10.6.5

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

Employees

A10.17.1

As of 31 December 2007 we had a total of 7,112 employees, 1,435 of which were management and administrators and the rest were on-site construction workers. The table below sets out the departmental allocation of our employees at the end of the periods indicated: 2005 qqqqqqqqqqq Staff Workers Total

441

603

1,044

As of 31 December 2006 qqqqqqqqqqq Staff Workers Total

1,205

3,555

4,760

2007 qqqqqqqqqqq Staff

Workers

Total

1,435

5,677

7,112

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

While we have traditionally hired most of our personnel for our UAE operations, we have recently substantially increased the number of employees in other countries where we are expanding our operations.

We have particularly increased our presence in Morocco where, between the years ended 31 December 2006 and 2007, the total number of personnel employed by us increased from a total of 5 to 664. We intend to further strengthen our team in Morocco in 2008 by recruiting high-calibre managers to effectively oversee and manage our operations. We are also focusing on increasing the number of our on-the-ground personnel in India where we intend to hire additional management and administrative staff and to train sub-contractor teams to the requisite industry standards.

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

Legal Proceedings

A10.20.7

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

Insurance and Bonding All of our material properties, equipment and vehicles, both directly owned and owned through joint ventures with others, are covered by insurance, and we believe that we hold insurance in amount and coverage customary for companies in our industry and that is to a level that we believe is consistent with the risks faced. We and our 65

OSR A.1.1.1(21)

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

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

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

•

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

•

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

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

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

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

•

by emphasising our expertise and experience in completing large scale projects on time and within mandated budgets;

•

through establishing relationships with industry participants; and

•

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

Our marketing initiatives include targeting specific industry publications, conducting customer satisfaction surveys, participating in industry and trade exhibitions and arranging senior management press interviews. We seek to achieve higher visibility, primarily through advertising in specialised magazines, journals and websites and also by the strategic distribution of marketing materials and updates on our activities to existing and potential clientele including real estate developers, property owners and investors. In high-growth markets, such as India and Morocco, we are focusing our marketing efforts on increasing our market penetration and brand awareness through aggressive advertising, supporting local cultural events and establishing relationships with local subcontractors.

In Morocco we intend to further bolster these activities by solidifying sourcing relationships with contractors and other industry participants in Morocco and neighbouring countries.

A10.8.2

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

66

Four Seasons Sharm El Sheikh, Egypt

We consider health and safety to be of fundamental importance in every aspect of our global operations.

We understand and take very seriously the health and safety obligations and responsibilities that we have towards our employees, customers, contractors, visitors, government agencies and communities.

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

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

Properties

A10.8.1

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

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

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

A10.6.4

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

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

67

OSR A1.1.1(19)(c)

MANAGEMENT AND CORPORATE GOVERNANCE

A10.14.1 DIFX LR App E, Part 1, #3

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

Under our Articles of Association, our Board of Directors must consist of at least nine directors. At least one third of our directors must retire from office at each annual general shareholders’ meeting. The following table sets forth, as at the date hereof, the members of our Board of Directors, their ages, their positions and their respective dates of appointment as directors: Name qqqqqqqqqqqqq

Age Position qqq qqqqqqqqqqqqq

Date of

appointment qqqqq

Mr. Abdullah Al Mazrui

56

Chairman (Non-executive)

23 March 2008

Mr. Mohannad Sweid

51

Director (Chief Executive Officer)

Mr. Riad Kamal

64

Director (Non-executive)

23 March 2008

Mr. Orhan Osmansoy

39

Director (Non-executive)

25 February 2008

Mr. Marwan Shehadeh

40

Director (Non-executive)

23 March 2008

Ms. Maha Al-Ghunaim

48

Director (Non-executive)

23 March 2008

Mr. Mohammed Al Hashimi

35

Director (Non-executive)

23 March 2008

Mr. Hilal Al Marri

31

Director (Independent and non-executive)

23 March 2008

Mr. Faisal Al Matrook

52

Director (Independent and non-executive)

23 March 2008

25 February 2008

Mr. Abdullah Al Mazrui serves as chairman of our Board of Directors. Mr. Al Mazrui was born in 1952.

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

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

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

68

A10.16.1

OSR A1.1.1(8)

Al Bustan Rotana Dubai, UAE

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

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

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

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

Mr. Al Hashimi was previously the chief executive officer of Amlak Finance and is a member of the Young Arab Leaders Organisation.

Mr. Hilal Al Marri serves on our Board of Directors as an independent non-executive director and was born in 1976. Mr. Al Marri holds an MBA from the London Business School and is a member of the Institute of Chartered Accountants in England and Wales. He is currently the Director General of the Dubai World Trade Centre.

Mr. Al Marri previously held positions at KPMG in London, in the areas of assurance and transaction services and at Mckinsey & Company as strategy consultant.

Mr. Faisal Al Matrook serves on our Board of Directors as an independent non-executive director. Mr. Matrook was born in 1955. He holds an ordinary national diploma in business administration from Scarborough Technical College. Mr Matrook is chairman of the Contech Engineering Group, Advanced Technical Services Group and the Jasaf Group, in addition to being chairman of various other companies in Bahrain. Mr. Matrook is also a director of NOOR Capital as well as of various other companies in Bahrain including Al Alahlia Shipping Agency, Al-Sharif Group and Amwaj Islands Co. The business address of each of our directors is: c/o Depa Limited, Level 18, Al Reem Tower, Al Maktoum Street, P.O. Box 56338, Dubai, UAE. Our directors are not under service contracts with respect to their roles as directors and we do not have contractual obligations to provide benefits to our directors upon termination of their directorships.

69

OSR A 1.1.1(8)

Senior Management

A10.16.2

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

Chief Executive Officer Managing Director Strategy

PR Manager

Market Research Analyst

Investor Relations

Managing Director Investment

Compliance Officer

Investment Manager

Investment Analyst

Investment Analyst

Depa United Group (PJSC) - Support & Risk Management

Managing Director Finance

Managing Director Commercial

Legal Director

GM China Office

Managing Director QA/QC

Human Resources Director

DEPA INTERIORS LLC

Managing Director Manufacturing(1)

(1)

Managing Director Operations (New Markets)

Managing Director Operations (Egypt)

Managing Director Operations (Dubai)

Managing Director Operations (Abu Dhabi)(1)

Managing Director (Operations)(1)

Managing Director (Trading)(1)

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

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

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

Age qqq

Joined qqq

Principal Responsibilities qqqqqqqqqqqqqqqqqqqq

Mr. Mohannad Sweid

51

1996

Chief Executive Officer

Mr. Christopher Holmes

53

1996

Managing Director – Quality Assurance/Quality Control

Ms. Noor Sweid

27

2005

Managing Director – Strategy

Mr. Eyad Abdelrahim

36

2003

Managing Director – Finance

Mr. Mohamed Ali Malas

51

1999

Managing Director – Operations: New Markets

Mr. Nadim Akhras

41

1998

Managing Director – Operations: Dubai

Mr. Walid Zakaria

46

2000

Managing Director Operations – Abu Dhabi, Qatar

Mr. Ayman Khaireddin

41

1999

Managing Director – Commercial

Mr. Hadi El-Solh

29

2007

Managing Director – Investment

Mr. Hisham El Sharkawy

48

1999

Managing Director – Operations: Egypt

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

70

Fendi Dubai, UAE

Mr. Christopher Holmes is our Managing Director of Quality Assurance and Quality Control (QA/QC).

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

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

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

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

Mr. Nadim Akhras is our Managing Director Operations for Depa United Group (PJSC) and is the acting General Manager of Depa Interiors LLC. Mr. Akhras oversees the operations of our projects in Dubai and is responsible for managing our strategic growth. He has previously held roles at Depa Interiors LLC as its projects director, project manager and site manager. Mr. Akhras was also previously the manager of Depa for Hotels SAE in Egypt. Mr. Akhras is a civil engineer with over 17 years of experience in the engineering and construction industry. Prior to joining us in 1998, Mr. Akhras held a number of posts as an engineer at Khatib & Alami.

Mr. Akhras holds a bachelor of science degree in civil engineering from Damascus University.

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

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

71

Mr. Hadi El-Solh is our Managing Director of Investment. In this capacity, Mr. El-Solh is responsible for investing and managing our funds, primarily by executing strategic acquisitions in Asia, MENA and other regions.

Prior to joining us in 2007, Mr. El-Solh was a senior consultant at McKinsey & Company in Dubai, where he advised leading GCC companies and governments on strategic and corporate finance initiatives. Mr. El-Solh also has experience working with Goldman Sachs in London as a member of the Middle Eastern investment banking team, where he focused on IPO and M&A transactions. Mr. El-Solh holds a master of public administration degree from Harvard University and an MBA from the MIT Sloan School of Management.

Mr. Hisham El Sharkawy is our Managing Director Operations for Egypt. Prior to joining Depa for Hotels SAE in 1999, Mr. El Sharkawy held the position of Deputy General Manager with Rochan Company in Saudi Arabia, a firm that specialises in interior contracting and the execution of decorative art works for major projects.

Mr. El Sharkawy has over 25 years of experience in accounting and finance in a number of different industries including oil industry, tourism and interior finishes for large projects. He holds a bachelor of arts degree in accounting, from Alexandria University. Mr. El Sharkawy also holds a project management diploma from the Arab Academy for Science and Technology.

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

A10.14.2

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

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

•

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

See “Transactions with Related Parties – Shareholder Debt – Depa Holdings Limited.”

•

Mr. Abdullah Al Mazrui is a shareholder in one of our shareholders, Mazrui Holdings LLC and is the chairman of our Board of Directors. We acquired Deco Emirates LLC and Eldiar Furniture Manufacturing and Decoration LLC from Mr. Al Mazrui and in this respect there are certain amounts outstanding from Mazrui Holdings LLC (a company that is partly owned by Mr. Al Mazrui) to Depa United Group (PJSC).

See “Transactions with Related Parties – Debts owed to our Group – Acquisitions.”

•

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

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

72

OSR A.1.1.1(22)

Le Royal Amman, Jordan

Shares Held by Directors and Senior Management Certain of our directors and managing directors own shares in our share capital and/or are passive investors in one of our shareholders, Al Mal Fund. See “Principal and Selling Shareholders.”

Compensation

OSR A1.1.1(18) A10.27.17.3 A10.17.2 A10.17.3 A10.29.2.2 A10.29.2.3.4 A10.15.1

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

Share Option and Purchase Plan

OSR A.1.1.1(20)

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

Litigation Statement about Directors and Officers

A10.29.2.3.4

A10.14.1

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

has had any convictions in relation to fraudulent offences; nor

•

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

•

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

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

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

•

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

•

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

•

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

•

directors will not be allowed to deal in securities of, or investments related to, the Company when in possession of undisclosed material information or during a period of one month preceding the 73

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

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

A10.16.4

Our Board of Directors has established a Remuneration Committee, an Audit Committee and a Nomination Committee, with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by our Board of Directors to consider specific issues when the need arises.

It is the intention of the Company to establish an Investment Committee shortly after DIFX Admission.

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

Audit Committee

A10.16.3

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

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

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

Remuneration Committee The Remuneration Committee assists our Board of Directors in determining its responsibilities in relation to remuneration, including making recommendations to our Board of Directors on the Company’s policy on remuneration, executive options, share grants and determining the individual remuneration and benefits package for each of the non executive directors, executive directors and senior management. The Remuneration Committee also reviews human resources policies for employees who are below general manager level, at least once every three years. No committee member is allowed to participate in any discussion or decision regarding his/her own remuneration and the chief executive officer is not to be present when the Remuneration Committee discusses issues relating to his remuneration. The Remuneration Committee may approve remuneration for members of the Executive Management. All other recommendations must be referred to our Board of Directors for approval.

The duties and activities of the Remuneration Committee during the year are disclosed in the Company’s annual report and accounts.

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

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

74

Magic Planet City Center Dubai, UAE

Nomination Committee The Nomination Committee assists our Board of Directors in discharging its responsibilities relating to the composition of our Board of Directors, performance of directors, the induction of new directors, appointment of committee members and succession planning for senior management. The Nomination Committee is responsible for determining the appropriate skills and characteristics required of our directors and directors of our subsidiaries.

In particular, the Nomination Committee assists in: (i) identifying individuals qualified to become members of our Board of Directors; (ii) recommending individuals to be considered for election at the next Annual General Meeting of the Company or to fill vacancies; (iii) preparing a description of the role and capabilities required for a particular appointment; and (iv) developing and recommending to our Board of Directors appropriate corporate governance guidelines. The Nomination Committee also undertakes annual reviews in light of the current composition of our Board of Directors and assesses various attributes of each board member including the value of their contributions to the business community, leadership, character, judgment, expertise, independence and competency. The duties and activities of the Nomination Committee during the year are disclosed in the Company’s annual report and accounts.

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

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

75

TRANSACTIONS WITH RELATED PARTIES OSR A.1.1.1(18)

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

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

Shareholder Debt Our Group has certain outstanding amounts owing to it from shareholders or investors in shareholders of various Group companies as described below: Depa Holdings Limited Depa Holdings Limited is the former owner of 99% of the share capital in our subsidiary Depa Interiors LLC and is not part of our Group. The current shareholders of Depa Holdings Limited are Mr. Riad Kamal, Mr. Mohannad Sweid and Mr. Christopher Holmes, each of whom is, directly or indirectly, a passive investor in one of our shareholders, Al Mal Fund (and in the case of Mr. Sweid, is also a shareholder in the Company) and, in the case of Mr. Kamal and Mr. Sweid, is a member of our Board of Directors. Depa Holdings Limited is currently the parent company of Depa Italy srl and Depa UK Limited. These companies are in the process of being liquidated and their respective presences re-registered as representative offices of Depa Interiors LLC so that there will be Italian and UK offices when brought within our Group. Depa Holdings Limited is currently non operative so the costs associated with this process are being met by Depa United Group (PJSC). These costs, amounting to AED 71,524 as at 31 December 2007, are owed by Messrs Kamal, Sweid and Holmes to Depa United Group (PJSC) as shareholder debt, to be repaid on an individual basis or, with board approval, by way of deduction from salary.

Nabil Mohammed Mahmoud Mr. Nabil Mohammed Mahmoud holds a 20% stake in our subsidiary Depa Albarakah LLC, the acquisition of which was financed by a loan advanced to him by Depa Interiors LLC in the amount of AED 660,000.

Mr. Mahmoud supplies Depa Albarakah LLC with skilled labour from his own company in Egypt. Certain amounts are payable by Depa Albarakah LLC to Mr. Mahmoud in respect of this skilled labour and such amounts are set off against the loan amount owed by Mr. Mahmoud to Depa Interiors LLC. At 31 December 2007, AED 180,507 was owing from Mr. Mahmoud to Depa Interiors LLC. Global Investment House KSCC and Al Mal Capital (PJSC) Global Investment House KSCC is a passive investor in one of our shareholders, Al Mal Fund. Al Mal Capital (PJSC) is a shareholder in the Company. In the course of certain inter-shareholder share transfers, various notary fees and legal expenses were incurred by Depa United Group (PJSC) on behalf of Global Investment House and Al Mal Capital (PJSC). Global Investment House KSCC owed AED 22,415 and Al Mal Capital (PJSC) owed AED 56,455, each as at 31 December 2007, in respect of such fees and expenses and such amounts are to be repaid in full by each of Global Investment House KSCC and Al Mal Capital (PJSC) or, with board approval, by way of deduction from dividend payments payable Al Mal Capital (PJSC).

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OSR A.1.1.1(22) A10.19 A10.29.2.3.4 A10.31.2.1

Sheraton Abu Dhabi, UAE

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

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

Al Tawasoul Property Development Company LLC Depa Decor, General Contracting and Maintenance Co. LLC owns a 15.6% stake in Al Tawasoul Property Development Company LLC. Depa Decor, General Contracting and Maintenance Co. LLC has supplied fit-out services to Al Tawasoul Property Development Company LLC in accordance with an arms’ length contract.

At 31 December 2007 AED 12,815,201 of the contract price remains outstanding and owing by Al Tawasoul Property Development Company LLC to Depa Decor, General Contracting and Maintenance Co. LLC. Depa Egypt for Import & Export Depa Egypt for Import & Export is a company established and owned by Mr. Hisham El Sharkarwy a passive investor in one of our shareholders, Al Mal Fund and a shareholder in Pino Meroni for Metal and Wooden Industries. Though never part of our Group, Depa Egypt for Import & Export was set up to facilitate imports and exports into and out of Egypt on behalf of the Group. The company no longer provides any such services and is in liquidation. Depa for Hotels SAE has been responsible for various administrative and liquidation costs of Depa Egypt for Import and Export and, as a consequence, at 31 December 2007 Depa Egypt for Import & Export owed Depa for Hotels SAE AED 119,259 in respect of such costs.

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

Depa Mauritius/Depa India Private Limited Depa Mauritius is a 100% subsidiary of Depa Interiors LLC and it, in turn, owns 97% of the issued shares in Depa India Private Limited. To the extent that Depa India Private Limited has any working capital requirements that it cannot meet from its own internal cash flows, Depa Interiors LLC advances funds to Depa Mauritius by way of intra-group loans which Depa Mauritius in turn loans to Depa India Private Limited in the same manner.

Although no amounts were owed by Depa Mauritius to Depa Interiors LLC as at 31 December 2007, such debts arise routinely.

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Establishment Costs Depa Interiors LLC has incurred certain costs relating to the establishment of various Group companies around the world. The costs incurred become a debt of the newly established subsidiary payable to Depa Interiors LLC upon full incorporation of that subsidiary. At 31 December 2007, the following amounts were recorded as due (or to become due upon incorporation) from the following subsidiaries: Outstanding as at Year ended 31 December 2007 (AED in millions) qqqqqq

Subsidiary

Depa United Contracting Company (Libya) (under formation) . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa Syria for Contracting & Property Development (JSC) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa Manufacturing Investment Company (Mauritius) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa Property Investment Holding (Mauritius) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Lindner Depa Interiors LLC (under formation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.3 2.0 1.8 0.2 1.9

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

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

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

Mivan Limited Mivan Limited is a 40% shareholder in Mivan Depa. Mivan Limited is not otherwise related to our Group.

Mivan Limited has seconded certain employees to Mivan Depa and at 31 December 2007 AED 696,914 was owed

by Mivan Depa to Mivan Limited in respect of such secondments.

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

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

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Al Salam Rotana Khartoum, Sudan

Decolight Trading LLC Depa Interiors LLC has entered into an agreement to purchase a 45.1% stake in Decolight Trading LLC. The chief executive officer of Depa United Group (PJSC) and Depa Limited, Mr. Mohannad Sweid, and Mr. Samer Sawaf, the manager and a principal shareholder of Decolight Trading LLC are brothers-in-law. In addition, Mr. Sweid and Mr. Mohamed Ali Malas, both directors and shareholders (or investors in shareholders) of Group companies, own minority shareholdings in Decolight Trading LLC. Depa Interiors LLC owed AED 1.1 million at 31 December 2007 to Decolight Trading LLC as suppliers to certain projects of Depa Interiors LLC. Transactions Relating to the Offering Global Investment House KSCC, which is a passive investor in one of our shareholders, Al Mal Fund, and The National Investor (PJSC), which is one of our shareholders, are acting as joint lead managers of the Offering and are Initial Purchasers under the Subscription Agreement. Pursuant to the Subscription Agreement, we have agreed to reimburse certain of their expenses as Initial Purchasers. In addition, as Initial Purchasers, each of Global Investment House KSCC and The National Investor (PJSC) will receive a portion of the commissions payable to the Initial Purchasers under the Subscription Agreement. See “Plan of Distribution� for additional information.

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PRINCIPAL AND SELLING SHAREHOLDERS The table below identifies the interests of our principal and selling shareholders immediately before Admission and immediately after Admission.

Shareholder qqqqq

Number of Shares before Admission q qqqq

Percentage of Shares before Admission q qqqq

Number of Shares after (1) Admission q qqqq

Percentage of Shares after (1) Admission q qqqq

Mazrui Holdings LLC . . . . . . . . . . . . . . . . . . . . . . .

Mr. Mohannad Sweid(2) . . . . . . . . . . . . . . . . . . . . . .

Al Futtaim Capital LLC . . . . . . . . . . . . . . . . . . . . .

The National Investor (PJSC) . . . . . . . . . . . . . . . . .

Al Mal Capital (PJSC). . . . . . . . . . . . . . . . . . . . . . .

Emaar Industries & Investments (PJSC) . . . . . . . . .

Zabeel Investments LLC . . . . . . . . . . . . . . . . . . . . .

Mr. Nasser Alsowaidi . . . . . . . . . . . . . . . . . . . . . . .

Edge Investments LLC . . . . . . . . . . . . . . . . . . . . . .

Al Mal Defined Opportunity Fund I(3) . . . . . . . . . . .

DLESF Limited(4) . . . . . . . . . . . . . . . . . . . . . . . . . . .

68,350,285 12,500,000 38,372,093 31,959,157 21,248,547 19,186,047 7,674,418 239,825 42,209,303 213,928,920 qq4,602,713 qqqq

14.8% 54,766,513 2.7% 10,015,780 8.3% 30,746,115 6.9% 25,607,670 4.6% 17,025,662 4.2% 15,373,058 1.7% 6,149,223 0.1% 192,163 9.2% 33,820,727 46.5% 171,413,198 1.0% qqqq q q4,602,713 qqqq

8.8% 1.6% 4.9% 4.1% 2.7% 2.5% 1.0% 0.03% 5.4% 27.5% 0.7% qqqq q

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

460,271,308

100% 369,712,820

59.3%

(1) (2) (3)

(4)

Assumes no exercise of the Over-allotment Option.

Mr. Mohannad Sweid is one of our shareholders and is also a 9.70% passive investor in one of our other shareholders, Al Mal Defined Opportunity Fund I. The following persons each hold a 3% or more interest in Al Mal Defined Opportunity Fund I: Mr. Riad Kamal, through one of his affiliates (24.42% interest); Global Investment House KSCC (22.42% interest); Mr. Mohannad Sweid (9.70% interest); Mr. Khaldoun Al Tabari (6.73% interest); Mr. Christopher Holmes (6.51% interest); Mr. Samar Sawaf (4.48% interest); Mr. Abdulrahman Hassan Abbas Sharbatly (3.59% interest); and Mr. Mohamed Ali Malas (3.62% interest).

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

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

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

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OSR A.1.1.1(17) OSR A.1.1.1(18) OSR A.1.2.1(8) DIFX LR AppE, Part 1. #7 A10.17.2 A10.17.3 A10.18.1 A10.18.2 A10.18.3 A10.27.15.1 A10.27.16.1 A10.27.16.2

OSR A.1.1.1.1(17)

DIFX LR AppE, Part 1. #8

Ritz-Carlton Dubai, UAE

THE DUBAI INTERNATIONAL FINANCIAL EXCHANGE The DIFX is a securities exchange located in the DIFC, a financial free zone in the Emirate of Dubai in the UAE. The DIFX commenced operations on 26 September 2005. The DIFX was incorporated as a limited liability company under DIFC Companies Law No. 2 of 2004, on 29 September 2004 and is a wholly owned subsidiary of the DIFC Authority.

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

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

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

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

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

OSR A1.2.1(2)(g)

Our Share Capital

A10.21.1.1

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

A10.21.1.7 A10.27.4

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

Pursuant to a shareholders resolution dated 16 April 2008, our shareholders resolved to adopt the Articles and to sub-divide our issued and unissued share capital into 5,000,000,000 ordinary shares of US$0.40 each.

Our shareholders further resolved, pursuant to a shareholders resolution dated 16 April 2008, that, with effect from, and conditional upon, the DIFX Admission and the UKLA Admission, our Board of Directors be generally authorised to allot Shares pursuant to the Offering.

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

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

DIFX LR AppE, Part 2, #2

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

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

OSRA.1.1.1(19)(f)

Our Articles of Association

A10.21.2.1

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

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

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A10.27.5 DIFX LR AppE, Part1

A10.21.2.3

City Stars Shopping Mall Cairo, Egypt

Objectives

A10.21.2.2

As set out in article 1.4 of our Articles, our principal business activities are the investment, acquisition, and holding of investments and interests in companies, the acquisition of and trading in assets and interests in assets, the provision of advisory services to entities within our Group and, in general, to engage in any lawful act or activity for which companies may be incorporated under the DIFC Companies Law. A10.21.2.4

Share Capital

A10.27.2

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

DIFX LR AppE, Part 2, #3

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

The DIFC Companies Law provides that we may purchase our own shares (including any redeemable shares).

The shares may only be purchased if approved in advance by us pursuant to an ordinary resolution.

Share Certificates

DIFX LR AppE, Part 2, #4

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

A10.27.3

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

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

•

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

•

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

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

83

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

Untraced Shareholders We may sell the share of a shareholder or of a person entitled by transmission at the best price reasonably obtainable at the time of sale, if: •

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

•

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

•

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

•

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

•

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

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

A10.21.2.8

Changes in Share Capital We may by special resolution: •

increase our share capital by creating new shares;

•

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

•

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

•

redenominate all or any of our share capital and reduce our share capital in connection with such a redenomination; and

•

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

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

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

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Rose Rotana Dubai, UAE

Dividends

A10.20.6

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

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

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

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

•

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

•

our Board of Directors has resolved immediately prior to the payment of the dividend or the making of the distribution, on reasonable grounds, that we will, immediately after the dividend is paid or the distribution is made, be able to pay our debts as they become due in the normal course of business and at no time between the date of the resolution of our Board of Directors declaring the dividend or distribution and the date of the resolution immediately prior to the payment did our Board of Directors consider that we would not, after the dividend has been paid or the distribution has been made, be able to pay our debts as they become due in the normal course of business.

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

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

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

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

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

is in respect of only one class of shares;

•

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

•

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

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A10.27.6

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

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

A10.21.2.7

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

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

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

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

Our Board of Directors shall maintain a register of the Non UAE Shareholders and the Relevant Shares.

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

Required Disposals Our Board of Directors may (or may authorise any person to), at any time after it becomes aware of the occurrence of a breach (a Relevant Breach) of the requirement under applicable laws of the DIFC and/or the UAE that at least 51% (or such other minimum percentage as is required from time to time under applicable laws of the DIFC and/or the UAE) of our shares are held by a person who is either a national of the UAE or is an entity 86

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organised under the laws of the UAE and which is itself wholly owned by nationals of the UAE (a UAE Shareholder), serve written notice (the Transfer Notice) on any Non UAE Shareholder whose acquisition of Relevant Shares our Board of Directors (or such authorised person) reasonably considers caused the Relevant Breach or who our Board of Directors (or such authorised person) reasonably considers acquired Relevant Shares after the occurrence of the Relevant Breach and, if our Board of Directors (or such authorised person) so chooses, to any other person appearing to be interested in such shares, requiring the disposal within seven days (or such longer period as our Board of Directors considers reasonable) to a person who is or will, after such disposal, be a UAE Shareholder of some or all of the Relevant Shares or interests therein held by him. Our Board of Directors may extend the period during which any such notice is to be compiled with or may withdraw the notice if it appears to it that the shares are no longer Relevant Shares or in any other circumstance our Board of Directors sees fit.

If our Board of Directors (or any person authorised by it) is not satisfied that the Transfer Notice referred to above has been complied with within seven days after the giving of the Transfer Notice (or such longer period as our Board of Directors considers reasonable), our Board of Directors (or such authorised person) may, so far as it is able, dispose, or procure the disposal, of the Relevant Shares or interests therein to a person who is, or will, after such disposal, be a UAE Shareholder. The timing, manner and terms of such disposal (including the price at which such disposal is made) shall be such as our Board of Directors (or such authorised person) determines to be reasonably obtainable having considered all circumstances based on the advice of its bankers, brokers or other persons our Board of Directors (or such authorised person) considers appropriate to consult. Our Board of Directors (or such authorised person) shall give notice of such disposal to those persons to whom such notice was served.

In the case of a purchase of Relevant Shares by the Company to effect a disposal of Relevant Shares or interests therein, the price for the Relevant Shares paid shall not be less than the best price reasonably obtainable for a sale of such shares in the market at the time of such purchase as determined by our Board of Directors based on the advice of its bankers, brokers or other persons our Board of Directors considers appropriate to consult.

To give effect to any disposal of Relevant Shares or interest therein, our Board of Directors may authorise in writing any person to execute any instrument of transfer on behalf of any shareholder and/or convert any share from uncertificated form to certificated form and to enter the name of the transferee in the register of shareholders of the Company notwithstanding the absence of any share certificate. The proceeds of the disposal shall be received by or on behalf of the Company whose receipt shall be good discharge for the purchase money and shall be paid (without interest thereon and after deduction of expenses incurred by our Board of Directors) to the former holder upon surrender for cancellation of the certificate in respect of the shares. On and after the date of service of a Transfer Notice, and until registration of a transfer of the Relevant Shares to which it relates, the rights and privileges attaching to such Relevant Shares shall be suspended and not capable of exercise.

A10.21.2.5

General Meetings We must hold an annual general meeting once every year. Such meetings shall be convened by our Board of Directors at such time and place as it thinks fit provided that there must not be a gap of more than fifteen months between one annual general meeting and the next and not more than six months shall elapse between the end of our financial year and our next annual general meeting. All our general meetings other than annual general meetings are called extraordinary general meetings.

OSR A1.2.1(3)

Voting Rights At a general meeting every shareholder present in person or by proxy has on a show of hands one vote and every shareholder present in person or by proxy has on a poll vote one vote for every share of which he is the holder.

In the case of joints holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority is determined by the order in which the names of the holders stand in the register.

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DIFX LR AppE, Part 2, #6 A10.18.2 A10.27.7

An instrument appointing a proxy shall be in writing in any usual form (or in another form approved by our Board of Directors) executed under the hand of the appointer or his duly authorised agent or, if the appointer is a corporation, under it seal or under the hand of its duly authorised officer or agent or other person authorised to sign.

Proceedings at General Meetings The chairman of our Board of Directors or, in his absence, the deputy chairman (if any) shall preside as chairman at a general meeting. If there is no chairman or vice chairman, or if at a meeting neither is present and willing and able to act within five minutes after the time fixed for the start of the meeting, the directors present shall select one of their number to be chairman. If only one director is present and willing and able to act, he shall be chairman. In default, the shareholders present in person and entitled to vote shall choose one of their number to be chairman.

At the general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded by: •

the chairman of the meeting;

•

at least five shareholders present in person or by proxy and having the right to vote on the resolution; or

•

a shareholder or shareholders present in person or by proxy representing in aggregate not less than five per cent. (5%) of the total voting rights of all the shareholders having the right to vote on the resolution.

The demand for a poll may be withdrawn but only with the consent of the chairman of the meeting. A demand withdrawn in this way validates the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any vote to which he is entitled as a shareholder.

OSR A.1.1.1(19)(c)

Powers and Duties of our Board of Directors Subject to the DIFC Companies Law and the Articles and to directions given by us pursuant to special resolutions, our business and affairs shall be managed by our Board of Directors which may exercise all the powers of the Company whether relating to the management of the business or not.

Our Board of Directors may delegate to a director holding executive office or to a committee consisting of one or more persons (whether a member or members of our Board of Directors or not) any of its powers, authorities and discretions for such time and on such terms and conditions as it thinks fit.

Appointment At every annual general meeting one third or the number nearest to (but not less than) one third of the directors who are subject to retirement by rotation shall retire. The directors to retire by rotation at an annual general meeting include, so far as necessary to obtain the number required first, a director who wishes to retire and not offer himself for reappointment, and, second, those directors who have been longest in office since their last appointment or reappointment. As between two or more who have been in office an equal length of time, the director to retire shall, in default of agreement between them be determined by lot.

Directors’ Interests A director shall declare the nature of his interest in any contract, arrangement, transaction or proposal with us at the first opportunity at a meeting of our Board of Directors after he knows he is or has become interested or by writing to the directors as required by the DIFC Companies Law.

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OSR A.1.1.1(19)(a)

Jumeirah Beach Hotel Dubai, UAE

Directors’ Remuneration The directors shall receive such remuneration and payment of expenses incurred in association with the carrying out of their duties as directors, as shall be determined by the Remuneration Committee and Nomination Committee.

Indemnity of Officers We shall indemnify each of our directors or officers in respect of any liability incurred in defending any proceedings to the extent allowed by the DIFC Companies Law. Distributions on Liquidation to Shareholders On a voluntarily winding up of the Company the liquidator may, on obtaining any sanction required by law, divide among the shareholders in kind the whole or any part of our assets, whether or not the assets consist of property of one kind or of different kinds, and vest the whole or any part of the assets in trustees upon such trusts for the benefits of the shareholders as he, with the like sanction, shall determine. For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of that valuation and in accordance with the then existing rights of shareholders how the division is to be carried out between shareholders or classes of shareholders. The liquidator may not, however, distribute to a shareholder without his consent an asset to which there is attached a liability or potential liability for the owner.

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TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS A10.28.1

The following terms and conditions (subject to completion and minor amendment and excepting sentences in italics) will apply to the Global Depositary Receipts, and will be endorsed on each Global Depositary Receipt certificate:

A10.28.3 A10.28.5 A10.29.4.2 OSR A.1.2.1(3)

The Global Depositary Receipts (the GDRs) represented by this certificate are each issued in respect of i Shares of nominal value U.S.$0.40 each (the Shares) in Depa Limited (the Company) pursuant to and subject to an agreement to be made between the Company and Deutsche Bank Trust Company Americas in its capacity as depositary (the Depositary) for the “Regulation S Facility” and for the “Rule 144A Facility” (such agreement, as amended from time to time, being hereinafter referred to as the Deposit Agreement). Pursuant to the provisions of the Deposit Agreement, the Depositary has appointed Deutsche Bank AG, Amsterdam as Custodian (the Custodian) to receive and hold on its behalf the share certificates in respect of certain Shares (the Deposited Shares) and all rights, interests and other securities, property and cash deposited with the Custodian which are attributable to the Deposited Shares (together with the Deposited Shares, the Deposited Property). The Depositary shall hold the Deposited Property for the benefit of the Holders (as defined below) as bare trustee in proportion to their holdings of GDRs. In these terms and conditions (the Conditions), references to the “Depositary” are to Deutsche Bank Trust Company Americas and/or any other depositary which may from time to time be appointed under the Deposit Agreement, references to the “Custodian” are to Deutsche Bank AG, Amsterdam or any other custodian from time to time appointed under the Deposit Agreement and references to the Main Office means, in relation to the relevant Custodian, its central office at Herengracht 450, 1017 CA Amsterdam, Netherlands or such other location of the central office of the Custodian as may be designated by the Custodian with the approval of the Depositary (if outside the Dubai International Financial Centre (the DIFC) or the head office of any other custodian from time to time appointed under the Deposit Agreement.

GDRs may take the form of either (i) GDRs represented by a Master Regulation S GDR (the Master Regulation S GDR) registered in the name of a common nominee for, and held by a common depositary (the Common Depositary) for, Clearstream Banking, société anonyme (Clearstream, Luxembourg) and Euroclear, and held for the account of accountholders in Clearstream, Luxembourg or Euroclear, as the case may be, exchangeable in certain circumstances and upon delivery to the Depositary of either (a) a certificate substantially in the form of Schedule 3 Part A of the Deposit Agreement or (b) an electronic confirmation through Euroclear, Clearstream, Luxembourg, or DTC (to the extent permitted), as the case may be, in lieu of such certification set forth in Schedule 3 Part A by or on behalf of such person, for a certificate in definitive registered form in respect of GDRs evidencing all or part of the interest of such person in the Master Regulation S GDR; or (ii) GDRs represented by a Master Rule 144A GDR (the Master Rule 144A GDR) registered in the name of The Depositary Trust Company (DTC) (or its nominee) and held for the account of participants therein, exchangeable as set out therein in certain circumstances, upon delivery to the Depositary of either (a) a certificate substantially in the form of Schedule 3 Part A of the Deposit Agreement or (b) an electronic confirmation through Euroclear or Clearstream, Luxembourg, as the case may be, in lieu of such certification set forth in Schedule 3 Part A by or on behalf of such person, for a certificate in definitive registered form in respect of GDRs evidencing all or part of the beneficial interest of such person in the Master Rule 144A GDR. A GDR represented by an individual definitive certificate will not be eligible for clearing and settlement through Clearstream, Luxembourg, Euroclear or DTC. The Master Regulation S GDR and the Master Rule 144A GDR are together referred to as the Master GDRs. Subject to the provisions and upon compliance with the conditions of the Deposit Agreement, interests in the Master Regulation S GDR may be exchanged by the Holder thereof for interests in the corresponding number of GDRs represented by the Master Rule 144A GDR, and vice versa. Subject to the limited exceptions set forth herein, interests in the GDRs represented by the Master Regulation S GDR may be held only through Euroclear or Clearstream, Luxembourg and may be transferred to a person whose interest in such GDRs is subsequently represented by the Master Rule 144A GDR only if such transfer is being made to a person whom the transferor reasonably believes to be a qualified institutional buyer in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

Interests in the GDRs represented by the Master Rule 144A GDR may be held only through DTC and may be transferred to a person whose interest in such GDRs is subsequently represented by the Master Regulation S GDR at any time if such transfer is being made in accordance with Regulation S under the Securities Act. In such case, entries in the books of the Depositary against the Master Regulation S GDR and the Master Rule 144A GDR will 90

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be made accordingly to show the relative increase or decrease, as the case may be, in the number of Deposited Shares evidenced thereby.

The Master Regulation S GDR and the Master Rule 144A GDR will only be exchanged for definitive GDRs in registered form in the circumstances described in (i), (ii), (iii), (iv) or (v) below, in whole but not (except in the case of (iv) or (v) below) in part. The Depositary shall deliver, within 60 days of the occurrence of the relevant event described in (i), (ii), (iii), (iv) or (v) below, GDRs in definitive form, in exchange for either the Master Regulation S GDR or the Master Rule 144A GDR, to Holders in the event that: (i)

the Holder of the Master Regulation S GDR or the Master Rule 144A GDR is unwilling or unable to continue as common depositary or depositary (or as nominee thereof), as the case may be, and a successor common depositary or successor depositary (or successor nominee therefore), as the case may be, is not appointed within 90 calendar days; or

(ii) in the case of the Master Rule 144A GDR, DTC or any successor ceases to be a “clearing agency” registered under the United States Securities Exchange Act of 1934, as amended; or (iii) either Clearstream, Luxembourg or Euroclear (in the case of the Master Regulation S GDR) or DTC (in the case of the Master Rule 144A GDR) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does, in fact, do so and no alternative clearing system satisfactory to the Depositary is available within 45 days; or (iv) the Depositary has determined that, on the occasion of the next payment in respect of the GDRs, the Company, the Depositary or its Agent would be required to make any deduction or withholding from any payment in respect of the GDRs which would not be required were the GDRs in definitive form; or (v) the Holder gives notice to the Depositary of its desire to exchange a part or the whole of the Master Regulation S GDR or the Master Rule 144A GDR for certificates evidencing GDRs in definitive registered form.

The settlement of cross-market trades between participants in either Clearstream, Luxembourg or Euroclear and participants in DTC will take longer than settlement of trades either solely within one clearing system or between Clearstream, Luxembourg or Euroclear and, consequently, investors will not enjoy the same ability to use securities for transactions such as lending and repurchase agreements. Settlement on a delivery versus payment basis will not be available. Investors will have to make their own payment arrangements for such cross-market trades outside the clearing systems. Investors should consult the relevant clearing system if they are in any doubt.

References in these Conditions to the “Holder” of any GDR shall mean the person or persons registered on the books of the Depositary maintained for such purpose (the Register) as holder. These Conditions include summaries of, and are subject to, the detailed provisions of the Deposit Agreement, which includes the forms of the certificates in respect of the GDRs. Copies of the Deposit Agreement are available for inspection at the specified office of the Depositary and each Agent (as defined in Condition 17) and at the Main Office of the Custodian. Terms used in these Conditions and not defined herein but which are defined in the Deposit Agreement have the meanings ascribed to them in the Deposit Agreement. Holders are deemed to have notice of and be bound by all of the provisions of the Deposit Agreement applicable to them.

1.

Deposit of Shares and other securities

(a) After the initial deposit of Shares by the Company in respect of each GDR, unless otherwise agreed by the Depositary and the Company and permitted by applicable law, only the following may be deposited under the Deposit Agreement in respect of such GDR: (i)

Shares issued as a dividend or free distribution on Deposited Shares pursuant to Condition 5;

(ii) Shares subscribed to or acquired by Holders from the Company through the exercise of rights distributed by the Company to such persons in respect of Deposited Shares pursuant to Condition 7; (iii) securities issued by the Company to the Holders in respect of Deposited Shares as a result of any change in the par value, sub-division, consolidation or other reclassification of Deposited Shares or otherwise

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pursuant to Condition 10. References in these Conditions to “Deposited Shares” or “Shares” shall include any such securities, where the context permits; and (iv) (to the extent permitted by applicable law and regulation) any other Shares in issue.

References in these Conditions to Deposited Shares or Shares shall include any such securities, where the context permits. (b) In accordance with the terms of the Deposit Agreement and upon delivery of a duly executed order (in a form approved by the Depositary) and, if required by the Depositary, either (i) a duly executed certificate substantially in the form of Schedule 3 Part B of the Deposit Agreement by or on behalf of any investor who is to become the beneficial owner of the GDRs or (ii) an electronic confirmation through Euroclear or Clearstream, Luxembourg, as the case may be, in lieu of such certification set forth in Schedule 3 Part B by or on behalf of such person, the Depositary will from time to time issue GDRs in respect of Shares accepted for deposit under this Condition. Such further GDRs will have the same terms and conditions as the GDRs which are then outstanding in all respects (or the same in all respects except for the first dividend payment on the Shares corresponding to such further GDRs) and, subject to the terms of the Deposit Agreement, shall form a single series with the already outstanding GDRs. References in these Conditions to the GDRs include (unless the context requires otherwise) any further GDRs issued pursuant to this Condition and forming a single series with the already outstanding GDRs. Under the Deposit Agreement, the Company must inform the Depositary if any Shares issued by it which may be deposited under this Condition do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other Deposited Shares. Subject to the provisions of Conditions 5, 7 and 10, if the Depositary accepts such Shares for deposit it will arrange for the issue of temporary GDRs in respect of such Shares which will form a different class of GDRs from the other GDRs until such time as the Shares which they represent become fully fungible with the other Deposited Shares.

Subject to the terms and conditions of the Deposit Agreement, upon (i) physical delivery to the Custodian of Shares, (ii) if required, delivery to the Depositary of either (a) a certificate substantially in the form of Schedule 3 Part B of the Deposit Agreement and available from the Depositary or the Custodian or (b) an electronic confirmation through Euroclear, Clearstream, Luxembourg or DTC (to the extent permitted), as the case may be, in lieu of such certification set forth in Schedule 3 Part B by or on behalf of such person, (iii) payment of necessary taxes, governmental charges (including transfer taxes) and other fees, expenses and charges as set forth in Condition 16 and the Deposit Agreement, and (iv) receipt of a duly executed notice containing instructions for delivery of GDRs in definitive form at the specified office of the Depositary or instructions for crediting interests in the Master Regulation S GDR to the account of the Common Depositary and/or the Master Rule 144A GDR to the account of DTC (or its nominee), the Depositary will adjust its records for the number of GDRs issued in respect of the Shares so deposited and will notify the Common Depositary or DTC, as the case may be, as to the increase in the number of GDRs represented by the Master Regulation S GDR or the Master Rule 144A GDR, respectively. Each person receiving a GDR or interest therein will be deemed to make the representations, covenants and acknowledgements set forth under “Transfer Restrictions on the GDRs”. (c) The Depositary will refuse to accept Shares for deposit whenever it is notified in writing by the Company that the Company has restricted the transfer of such Shares to comply with ownership restrictions under any applicable law in the DIFC and the UAE or that such deposit would result in the violation of any applicable law in the DIFC and the UAE or governmental or stock exchange regulations. The Depositary will also refuse to accept certain Shares for deposit when notified in writing by the Company that the Deposited Shares or GDRs or any depositary receipts representing Shares are listed on a U.S. national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation system unless the Company has notified the Depositary that it has received evidence satisfactory to it that such securities were not when issued of such class of securities so listed or quoted and accompanied by evidence satisfactory to the Depositary that any Shares presented for deposit are eligible for resale pursuant to Rule 144A under the Securities Act. The Depositary may also refuse to accept Shares for deposit if such action is deemed necessary or desirable by the Depositary, in good faith, at any time or from time to time because of any requirements of law or of any government or governmental authority, body or commission or stock exchange or under any provision of the Deposit Agreement or for any other reason.

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(d) In its capacity as Depositary, the Depositary shall not lend, trade or deal in the Shares or other Deposited Property held hereunder or GDRs, provided that the Depositary reserves the right subject to applicable law (and without prejudice to its obligations Clause 2.1 of the Deposit Agreement and unless requested in writing by the Company to cease doing so to (i) issue GDRs or interests in the Master GDRs prior to the receipt of Shares by the Custodian or the Depositary and (ii) deliver Deposited Property prior to the receipt and cancellation of GDRs in accordance with these Conditions, including GDRs which were issued under Condition 1(A) above but for which Shares may not have been received (a pre-release). Each such pre-release transaction shall be (a) preceded or accompanied by a written representation from the person to whom GDRs or Deposited Property are to be delivered that at the time of such transaction such person, or its customer (i) beneficially owns the corresponding Deposited Property or GDRs to be received, as the case may be, (ii) assigns all beneficial right, title and interest in and to such Deposited Property or GDRs, as the case may be, to the Depositary in its capacity as such and will hold such Deposited Property or GDRs, as the case may be, in trust for the Depositary until their delivery to the Depositary or Custodian, (iii) will reflect the Depositary as the owner of such Deposited Property or GDRs, as the case may be, on its records, (iv) will deliver such Deposited Property or GDRs, as the case may be, to the Depositary or Custodian upon the Depositary’s request and (v) will not take any action with respect to such Deposited Property or GDRs, as the case may be, that is inconsistent with the transfer of beneficial ownership (including without the consent of the Depositary, disposing of such Deposited Property or GDRs, as the case may be), other than to deliver such Deposited Property or GDRs, as the case may be, to the Depositary in its capacity as such, (b) at all times fully collateralised with cash, U.S. government securities, or other collateral of comparable safety and liquidity, (c) terminable by the Depositary on not more than five business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary may also set limits with respect to the number of Shares and GDRs involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. The number of Shares not deposited but represented by GDRs outstanding at any time as a result of pre-releases will not normally exceed thirty (30) per cent. of the Shares deposited hereunder, provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate and (provided it obtains the prior written consent of the Company) to exceed or change such limit for the purposes of general application. The collateral referred to in (b) above shall be held by the Depositary for the benefit of the Holders as security for the performance of the obligations to deliver such Deposited Property or GDRs, as the case may be, set forth in (a) above.

Nothing in this Condition 1(d) shall oblige the Company to issue any new Shares in respect of any pre-release by the Depositary.

2.

A10.28.13

Withdrawal of Deposited Property

(a) Deposited Property may not be withdrawn until the Depositary has received a written confirmation from the Company that the Shares are listed on the Dubai International Financial Exchange (DIFX). The Depositary shall notify the Holders of such listings in accordance with Condition 23 as soon as is practically possible after receiving such written confirmation. Subject as set out above and to Condition 2(b) to 2(e) below, at any time, any Holder may request withdrawal of, and the Depositary shall thereupon relinquish, insofar as permitted by any applicable law of the DIFC and the UAE, the Deposited Property attributable to any GDR upon production of such evidence that such person is the Holder of and entitled to the relevant GDR and such other evidence as the Depositary may reasonably require at the specified office of the Depositary or any Agent accompanied by: (i)

a duly executed order (in a form approved by the Depositary) requesting the Depositary to cause the Deposited Property being withdrawn to be delivered at the Office of the Custodian, or (at the request, risk and expense of the Holder) at the specified office from time to time of the Depositary or any Agent (located in the DIFC or such other place as permitted under applicable law from time to time) to, or to the order in writing of, the person or persons designated in such order;

(ii) either (x) a duly executed and completed certificate substantially in the form set out in Schedule 3 Part C to the Deposit Agreement or (y) an electronic confirmation through Euroclear or Clearstream, Luxembourg, as the case may be, in lieu of such certification set forth in Schedule 3 Part C by or on behalf of such person, if Deposited Property is to be withdrawn or delivered at any time in respect of surrendered Rule 144A GDRs represented by the Master Rule 144A GDR; 93

(iii) the payment of such fees, duties, charges and expenses as may be required under these Conditions or the Deposit Agreement; and (iv) the surrender (if appropriate) of the GDR certificates in definitive registered form to which the Deposited Property being withdrawn is attributable. (b) Certificates for withdrawn Deposited Shares will contain such legends, and withdrawals of Deposited Shares will be subject to the grant of such approvals as may be required by applicable laws or the Constitutive Documents of Association of the Company (the Constitutive Documents) and to such transfer restrictions or certifications, as the Company or the Depositary may from time to time determine to be necessary for compliance with applicable laws and the Constitutive Documents.

The Board of Directors of the Company may in certain circumstances refuse to register the transfer of Deposited Shares from the name of the Depositary or its nominee. (c) Upon production of such documentation and the making of such payment as aforesaid in accordance with Condition 2(a), the Depositary will direct the Custodian, with a copy of such direction being simultaneously sent to the Company for information, within a reasonable time after receiving such direction from such Holder, to deliver at its Office to, or to the order in writing of, the person or persons designated in the accompanying order: (i)

a certificate for, or other appropriate instrument of title to or evidence of a book-entry transfer in respect of, the relevant Deposited Shares, registered in the name of the Depositary or its nominee and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof; and

(ii) all other property forming part of the Deposited Property attributable to such GDR, accompanied, if required by law, by one or more duly executed endorsements or instruments of transfer in respect thereof as aforesaid; Provided that the Depositary (at the request, risk and expense of any Holder so surrendering a GDR): (x) will direct the Custodian to deliver the certificate for, or other instruments of title to, or book-entry transfer in respect of, the relevant Deposited Shares and any document relative thereto and any other documents referred to in Condition 2(c)(i) (together with any other property forming part of the Deposited Property which may be held by the Custodian or its agents and is attributable to such Deposited Shares); and/or (y) will deliver any other property forming part of the Deposited Property which may be held by the Depositary and is attributable to such GDR (accompanied by such instruments of transfer in blank or to the person or persons specified in such order and such other documents, if any, as are required by law for the transfer thereof), in each case at the specified office from time to time of the Depositary, if any, or any Agent (located in the DIFC or such other place as is permitted under applicable law from time to time) as designated by the surrendering Holder in such accompanying order as aforesaid. (d) Delivery by the Depositary, any Agent and the Custodian of all certificates, instruments, dividends or other property forming part of Deposited Property as specified in this Condition will be made subject to any laws or regulations applicable thereto. (e) The Depositary may suspend the withdrawal of all or any category of Deposited Property during any period when the register of shareholders or other relevant holders of the Company is closed, generally or in one or more localities, or in order to comply with any applicable law in the DIFC and the UAE or governmental or stock exchange regulations. The Depositary shall restrict the withdrawal of Deposited Shares when it is notified in writing that such withdrawal would result in a breach of ownership restrictions under any applicable law in the DIFC and the UAE (including, without limitation, pursuant to the judgment of any court of competent jurisdiction in relation to such ownership restrictions) as notified by the Company from time to time. In addition, to the extent reasonably practicable and as permitted by applicable law, the Depositary shall, 94

Valentino Dubai, UAE

if so instructed by the Company in writing, undertake the following actions on behalf of the Company to enable the Company to comply with such ownership restrictions (i) restrict transfers of GDRs, (ii) limit any right in respect of the GDRs including voting rights and the right to receive dividends in respect of the Deposited Shares; (iii) undertake a mandatory sale or disposition of any GDRs on behalf of a Holder or beneficial owner of GDRs (such sale or disposition an Instructed Sale); or (iv) such other actions as may be necessary to comply with such restrictions. In the absence of any such notification from the Company, the Depositary is not under any obligation to ascertain or determine whether or not any such delivery should be reduced (including monitoring ownership levels amongst beneficial owners) and the Depositary, shall not be liable for any loss, damage or other consequences arising from its actions. Without prejudice to the generality of the foregoing, the Depositary shall have no liability to any person with respect to the terms of any Instructed Sale or if such sale shall not be reasonably practicable. (f) Notwithstanding any other provision of these Conditions or the Deposit Agreement, each Holder and beneficial owner of GDRs agrees to (a) provide such information as the Company may request pursuant to applicable law (including, without limitation, relevant UAE or DIFC law, the Constitutive Documents, any resolutions of the Company’s Board of Directors adopted pursuant to the Articles of Association, the requirements of DIFX or pursuant to the judgment of any court of competent jurisdiction) and (b) be bound by and subject to the provisions of the Articles of Association and the applicable laws of the DIFC and the UAE, to the same extent as if such Holder and beneficial owner of GDRs held Shares directly, in each case irrespective of whether or not they are Holders or beneficial owners of GDRs at the time such request is made.

The Depositary will use its reasonable endeavours to forward, upon the request of the Company, and at the Company's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Failure by a Holder or beneficial owner of GDRs to provide in a timely fashion the information requested by the Company may, in the Company's reasonable discretion, result in the limitation of certain rights in respect of the GDRs (including, among others, voting rights and certain rights as to dividends in respect of the Deposited Shares). To the extent reasonably practicable and permitted by applicable law, the Depositary shall comply with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein to obtain such information. In the event that the Company determines that there has been a failure to comply with the applicable reporting requirements with respect to any Deposited Property and that certain limitations are to be imposed in respect of such Deposited Property as a consequence thereof, the Company shall notify the Depositary, giving details thereof, and shall instruct the Depositary in writing as to the application of such limitations in relation to the Deposited Property. For the avoidance of doubt, provided that it is complying with a written notification or instruction from the Company pursuant to this Condition 2(f), the Depositary shall not be liable for any loss, damage or other consequences arising from the application of any such limitations.

3.

Transfer and Ownership The GDRs are in registered form, each representing 5 Shares. Transfer of title to the GDRs passes by registration in the Register. The Holder of any GDR will (except as otherwise required by law) be treated by the Depositary and the Company as its absolute owner for all purposes (whether or not any payment or other distribution in respect of such GDR is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder.

The Deposit Agreement defines the “owner of GDRs” as, in respect of any GDR represented by the Master Regulation S GDR, such person whose name appears in the records of Clearstream, Luxembourg or Euroclear or, in respect of any GDRs represented by the Master Rule 144A GDR, such person whose name appears in the records of DTC, in each case, as the owner of a particular amount of GDRs, and, in respect of any other GDR, the Holder thereof. The Deposit Agreement defines the “Holder” as the person recorded in the Register as the holder for the time being of a GDR and defines “beneficial owner” of GDRs as such person who holds beneficial title to such GDRs or interests therein. Holders, owners and beneficial owners of GDRs are not parties to the Deposit Agreement and thus, under English law, have no contractual rights against, or obligations to, the Company. The Depositary is under no duty to enforce any of the provisions of the Deposit Agreement on behalf of any Holder, owner or beneficial owner of GDRs.

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A10.28.1 A10.28.10

There are restrictions on the offer and sale of the GDRs and the Shares in the United States. See “Transfer Restrictions�.

4.

A10.28.7

Cash Distributions

A10.28.8

Whenever the Depositary shall receive from the Company any cash dividend or other cash distribution on or in respect of the Deposited Shares (including any amounts received in the liquidation of the Company) or otherwise in connection with the Deposited Property, the Depositary shall, as soon as practicable, convert the same into U.S. dollars in accordance with Condition 8. The Depositary shall, if practicable in the opinion of the Depositary, give notice to the Holders of its receipt of such payment in accordance with Condition 23, specifying the amount per Deposited Share payable in respect of such dividend or distribution and the earliest date, determined by the Depositary, for transmission of such payment to Holders and shall, as soon as practicable, distribute any such amounts to the Holders in proportion to the number of Deposited Shares represented by the GDRs so held by them respectively, subject to and in accordance with the provisions of Conditions 9 and 11; provided that: (i)

in the event that the Depositary is aware that any Deposited Shares shall not be entitled, by reason of the date of issue or transfer or otherwise, to such full proportionate amount, the amount so distributed to the relative Holders shall be adjusted accordingly; and

(ii) the Depositary will distribute only such amounts of cash dividends and other distributions as may be distributed without attributing to any GDR a fraction of the lowest integral unit of currency in which the distribution is made by the Depositary, and any balance remaining shall be retained by the Depositary beneficially as an additional fee under Condition 16(a)(iv).

5.

Distributions of Shares Whenever the Depositary shall receive from the Company any distribution in respect of Deposited Shares which consists of a dividend in or free distribution or bonus issue of Shares, the Depositary shall cause to be distributed to the Holders entitled thereto, in proportion to the number of Deposited Shares evidenced by the GDRs held by them respectively, additional GDRs representing an aggregate number of Shares received pursuant to such dividend or distribution. Such additional GDRs shall be distributed by an increase in the number of GDRs evidenced by the Master GDRs or by an issue of certificates in definitive registered form in respect of GDRs, according to the manner in which the Holders hold their GDRs or, to the extent that and for so long as the circumstances described in Condition 1(B) may apply to such Deposited Shares, an issue of temporary global GDRs (in master or definitive form, as appropriate); provided that, if and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary shall sell (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) such Shares so received and distribute the net proceeds of such sale as a cash distribution pursuant to Condition 4 to the Holders entitled thereto.

6.

Distributions other than in Cash or Shares Whenever the Depositary shall receive from the Company any dividend or distribution in securities (other than Shares) or in other property (other than cash) on or in respect of the Deposited Property, the Depositary shall distribute or cause to be distributed such securities or other property to the Holders entitled thereto, in proportion to the number of Deposited Shares represented by the GDRs held by them respectively, in any manner that the Depositary may deem equitable and practicable for effecting such distribution; provided that, if and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary shall deal with the securities or property so received, or any part thereof, in such way as the Depositary may determine to be equitable and practicable, including, without limitation, by way of sale (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) and shall (in the case of a sale) distribute the resulting net proceeds as a cash distribution pursuant to Condition 4 to the Holders entitled thereto.

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7.

Rights Issues If and whenever the Company announces its intention to make any offer or invitation to the holders of Shares to subscribe for or to acquire Shares, securities or other assets by way of rights, the Depositary shall as soon as practicable give notice to the Holders, in accordance with Condition 23, of such offer or invitation, specifying, if applicable, the earliest date established for acceptance thereof, the last date established for acceptance thereof and the manner by which and time during which Holders may request the Depositary to exercise such rights as provided below or, if such be the case, specifying details of how the Depositary proposes to distribute the rights or the proceeds of any sale thereof. The Depositary will deal with such rights in the manner described below: (i)

if and to the extent that the Depositary shall, at its discretion, deem it to be lawful and reasonably practicable, the Depositary shall make arrangements whereby the Holders may, upon payment of the subscription price in U.S.$ or other relevant currency (where appropriate) together with such fees, taxes, duties, charges, costs and expenses as may be required under the Deposit Agreement and completion of such undertakings, declarations, certifications and other documents as the Depositary may reasonably require, request the Depositary to exercise such rights on their behalf with respect to the Deposited Shares and to distribute the Shares, securities or other assets so subscribed or acquired to the Holders entitled thereto by an increase in the numbers of GDRs represented by the Master GDRs or an issue of certificates in definitive registered form in respect of GDRs, according to the manner in which the Holders hold their GDRs; or

(ii) if and to the extent that the Depositary shall, at its discretion, deem it to be lawful and reasonably practicable the Depositary will distribute such rights to the Holders entitled thereto in such manner as the Depositary may at its discretion determine; or (iii) if and to the extent that the Depositary deems any such arrangement and distribution as is referred to in paragraphs (i) and (ii) above to all or any Holders not to be lawful and reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary (a) will, provided that Holders have not taken up rights through the Depositary as provided in (i) above, sell such rights (either by public or private sale and otherwise at its discretion, subject to applicable laws and regulations) or (b) may, if such rights are not transferable, in its discretion, arrange for such rights to be exercised and the resulting Shares or securities sold, and in each case, distribute the net proceeds of such sale as a cash distribution pursuant to Condition 4 to the Holders entitled thereto.

The Company has agreed in the Deposit Agreement that it will, unless prohibited by applicable law or regulation, give its consent to, and if requested use all reasonable endeavours (subject to the next paragraph) to facilitate any such distribution, sale or subscription by the Depositary or the Holders, as the case may be, pursuant to Conditions 4, 5, 6, 7 or 10 (including the obtaining of legal opinions from counsel reasonably satisfactory to the Depositary concerning such matters as the Depositary may reasonably specify).

If the Company notifies the Depositary that registration is required in any jurisdiction under any applicable law of the rights, securities or other property to be distributed under Conditions 4, 5, 6, 7 or 10 or the securities to which such rights relate in order for the Company to offer such rights or distribute such securities or other property to the Holders or owners of GDRs and to sell the securities represented by such rights, the Depositary will not offer such rights or distribute such securities or other property to the Holders or sell such securities unless and until the Company procures the receipt by the Depositary of an opinion from counsel reasonably satisfactory to the Depositary that a registration statement is in effect or that the relevant offer, distribution or sale of such rights or securities to such Holders or owners of GDRs is exempt from registration under the provisions of such law. Neither the Company nor the Depositary shall be liable to register such rights, securities or other property or the securities to which such rights relate and they shall not be liable for any losses, damages or expenses resulting from any failure to do so.

If at the time of the offering of any rights, at its discretion, the Depositary shall be satisfied that it is not lawful or practicable to dispose of the rights in any manner provided in paragraphs (i), (ii) and (iii) above the Depositary shall permit the rights to lapse.

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The Depositary will not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders or owners of GDRs in general or to any Holder or owner of a GDR or Holders or owners of GDRs in particular.

8.

Conversion of Foreign Currency Whenever the Depositary shall receive any currency other than U.S. dollars by way of dividend or other distribution or as the net proceeds from the sale of securities, other property or rights, and if at the time of the receipt thereof the currency so received can in the judgment of the Depositary be converted on a reasonable basis into U.S. dollars and distributed to the Holders entitled thereto, the Depositary shall as soon as practicable itself convert or cause to be converted by another Company or other financial institution, by sale or in any other manner that it may reasonably determine, the currency so received into U.S. dollars. If such conversion or distribution can be effected only with the approval or licence of any government or agency thereof, the Depositary shall make reasonable efforts to apply, or procure that an application be made, for such approval or licence, if any, as it may deem desirable. If at any time the Depositary shall determine that in its judgment any currency other than U.S. dollars is not convertible on a reasonable basis into U.S. dollars and distributable to the Holders entitled thereto, or if any approval or licence of any government or agency thereof which is required for such conversion is denied or, in the opinion of the Depositary, is not obtainable, or if any such approval or licence is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute such other currency received by it (or an appropriate document evidencing the right to receive such other currency) to the Holders entitled thereto to the extent permitted under applicable law, or the Depositary may in its discretion hold such other currency for the benefit of the Holders entitled thereto.

If any conversion of any such currency can be effected in whole or in part for distribution to some (but not all) Holders entitled thereto, the Depositary may at its discretion make such conversion and distribution in U.S. dollars to the extent possible to the Holders entitled thereto and may distribute the balance of such other currency received by the Depositary to, or hold such balance for the account of, the Holders entitled thereto, and notify the Holders accordingly.

9.

Distribution of any Payments

(a) Any distribution of cash under Condition 4, 5, 6, 7 or 10 will be made by the Depositary to Holders on the record date established by the Depositary for that purpose (which shall be the same date as the corresponding record date set by the Company or as near as practicable to the record date set by the Company) and, if practicable in the opinion of the Depositary, notice shall be given promptly to Holders in accordance with Condition 23, in each case subject to any laws or regulations applicable thereto and (subject to the provisions of Condition 8) distributions will be made in U.S. dollars by cheque drawn upon a bank in New York City or, in the case of the Master GDRs, according to usual practice between the Depositary and Clearstream, Luxembourg, Euroclear or DTC, as the case may be. The Depositary or the Agent, as the case may be, may deduct and retain from all moneys due in respect of such GDR all fees, taxes, duties, charges, costs and expenses which may become or have become payable under the Conditions, the Deposit Agreement or under applicable law or regulation in respect of such GDR or the relevant Deposited Property. (b) Delivery of any securities or other property or rights other than cash shall be made as soon as practicable to the entitled Holder, subject to any laws or regulations applicable thereto. If any distribution made by the Company with respect to the Deposited Property and received by the Depositary shall remain unclaimed at the end of three years from the first date upon which such distribution is made available to Holders in accordance with the Deposit Agreement, all rights of the Holders to such distribution or the proceeds of the sale thereof shall be extinguished and the Depositary shall (except for any distribution upon the liquidation of the Company when the Depositary shall retain the same) return the same to the Company for its own use and benefit subject, in all cases, to the provisions of applicable law or regulation.

10. Capital Reorganisation Upon any change in the nominal or par value, sub-division, consolidation or other reclassification of Deposited Shares or any other part of the Deposited Property or upon any reduction of capital, or upon any reorganisation, merger or consolidation of the Company or to which it is a party (except where the Company is the continuing corporation), the Depositary shall as soon as practicable give notice of such event to the Holders and at its discretion may treat such event as a distribution and comply with the relevant provisions of

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Conditions 4, 5, 6, 7 and 9 with respect thereto, or may execute and deliver additional GDRs in respect of Shares or may require the exchange of existing GDRs for new GDRs which reflect the effect of such change or may adopt more than one of these courses of action.

A10.28.11

11. Withholding Taxes and Applicable Laws (a) Payments to Holders of dividends or other distributions on or in respect of the Deposited Shares will be subject to deduction of DIFC and other withholding taxes, if any, at the applicable rates.

For a description of the DIFC withholding taxes with respect to dividends on Deposited Shares and capital gains realised on sales of Deposited Shares, see “Taxation�. (b) If any governmental or administrative authorisation, consent, registration or permit or any report to any governmental or administrative authority is required under any applicable law in the DIFC and the UAE in order for the Depositary to receive from the Company Shares or other securities to be deposited under these Conditions, or in order for Shares, other securities or other property to be distributed under Conditions 4, 5, 6 or 10 or to be subscribed under Condition 7 or to offer any rights or sell any securities represented by such rights relevant to any Deposited Shares, the Company will apply for such authorisation, consent, registration or permit or file such report on behalf of the Holders within the time required under such laws. In this connection, the Company has undertaken in the Deposit Agreement, to the extent reasonably practicable, to take such action as may be required in obtaining or filing the same. The Depositary shall not be obliged to distribute GDRs representing such Shares, other securities or other property deposited under these Conditions or make any offer of any such rights or sell any securities represented by any such rights with respect to which such authorisation, consent, registration or permit or such report has not been obtained or filed, as the case may be, and shall have no duties to obtain any such authorisation, consent or permit, or to file any such report except in circumstances where the same may only be obtained or filed by the Depositary without unreasonable burden or expense.

A10.28.7

12. Voting Rights (a) Upon timely receipt of notice of any meeting of holders of Shares or other Deposited Property, if requested in writing by the Company (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), the Depositary shall, as soon as practicable thereafter, mail to the Holders a notice or solicitation of consent or proxy, the form of which shall be in the sole discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, solicitation of consent or proxy received by the Depositary from the Company, (b) a statement that the Holders as at the close of business on a specified record date will be entitled, subject to any applicable provision of the laws of the DIFC and the UAE, the provisions of this Agreement, the Constitutive Documents and the provisions of or governing the Deposited Property, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Property represented by their respective GDRs and (c) a brief statement as to the manner in which and the date by which such instructions may be given, including an express indication that, if the Depositary does not receive instructions, or receive instructions in a timely manner in accordance with the applicable date set by the Depositary, it shall deem instructions to have been given under Condition (C) below to give a discretionary proxy to a person designated by the Board of the Company, provided, however, that the Depositary has received an opinion, provided at the expense of the Company and in form satisfactory to the Depositary, to confirm that the giving of such discretionary proxy by the Depositary on behalf of any such Holder in accordance with the terms hereof is valid and binding on Holders and the Company under any applicable provisions of the laws of the DIFC and the UAE, the provisions of this Agreement, the Constitutive Documents and the provisions of or governing the Deposited Property. Upon the written request of a Holder of GDRs on that record date, received on or before the date established by the Depositary for the purpose, the Depositary shall endeavour, in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Constitutive Documents and the provisions of or governing the Deposited Property, to vote or cause to be voted the amount of Shares or other Deposited Property represented by the GDRs in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to Deposited Property other than in accordance with instructions received from Holders or deemed received from Holders under the following sentence.

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(b) In order to give effect to the rights of the Holders to vote in respect of Deposited Property in accordance with this Condition 12, the Company undertakes to procure that the Chairman of the Company call for a vote by poll with respect to any resolution for which Holders of GDRs are entitled to vote and the Depositary shall vote, or cause to be voted, in accordance with the instructions received by it from the Holders or as otherwise set forth within this Condition 12. (c) If (i) the Company has made a timely request to the Depositary as contemplated by the first sentence of Condition 12(A) and complied with Condition 12(B) and (ii) no instructions are received by the Depositary from a Holder with respect to an amount of Deposited Property represented by the GDRs evidenced by such Holder’s Receipts on or before the date established by the Depositary for that purpose, the Depositary shall deem such Holder to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Board of the Company with respect to that amount of Deposited Property, except that such instruction shall not be deemed to have been given and the Depositary shall not give a discretionary proxy with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide that information as promptly as practicable in writing, if applicable) that: (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares. (d) In the event that the Company has informed the Depositary in accordance with the last sentence of Condition 12(C) above that: (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares, Deposited Property, with respect to which such deemed instruction to the Depositary to give a discretionary proxy to the Board of the Company or to a person designated by the Company would otherwise have applied, shall not be voted. (e) By continuing to hold GDRs, all Holders and owners shall be deemed to have agreed to the provisions of this Condition as it may be amended from time to time in order to comply with any applicable law of the DIFC and the UAE or the Constitutive Documents. (f) Notwithstanding any other provision of this Agreement, in the event that the Depositary gives a discretionary proxy to a person designated by the Board of the Company to vote the Deposited Shares in accordance with this Condition 12, the Depositary shall not be liable to the Company or any Holder or any other person in respect of, or be deemed responsible for, any acts or omissions of (or on behalf of) such person designated by the Board of the Company, or in the event that the Company has not procured that the Chairman of any meeting has called for a vote by poll with respect to any resolution for which Holders of GDRs are entitled to vote in accordance with Condition 12(B) above. (g) The Depositary shall not, and the Depositary shall use its reasonable endeavours to ensure that the Custodian and its nominees do not, vote or attempt to exercise the right to vote that attaches to the Deposited Shares, other than in accordance with instructions given, or deemed given, in accordance with this Condition and neither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Property represented by GDRs except pursuant to and in accordance with such written instructions from owners.

Shares which have been withdrawn from the depositary facility and transferred on the Company’s register of members to a person other than the Depositary or its nominee may be voted by the holders thereof.

However, Holders or owners of GDRs may not receive sufficient advance notice of shareholder meetings to enable them to withdraw the Shares and vote at such meetings.

13. Documents to be Furnished, Recovery of Taxes, Duties and Other Charges The Depositary shall not be liable for any taxes, duties, charges, costs or expenses which may become payable in respect of the Deposited Shares or other Deposited Property or the GDRs, whether under any present or future fiscal or other laws or regulations, and such part thereof as is proportionate or referable to a GDR shall be payable by the Holder thereof to the Depositary at any time on request or may be deducted from any amount due or becoming due on such GDR in respect of any dividend or other distribution. In default thereof, the Depositary may for the account of the Holder discharge the same out of the proceeds of sale on any stock exchange on which the Shares may from time to time be listed or otherwise on any over-the-counter market 100

Sheraton Al–Nabil Amman, Jordan

in the DIFC, and subject to all applicable law and regulations, of any appropriate number of Deposited Shares or other Deposited Property and subsequently pay any surplus to the Holder. Any such request shall be made by giving notice pursuant to Condition 23.

14. Liability (a) In acting hereunder the Depositary shall have only those duties, obligations and responsibilities expressly specified in the Deposit Agreement and these Conditions, and, other than holding the Deposited Property for the benefit of Holders as bare trustee, does not assume any relationship of trust for or with the Holders or owners of GDRs or any other person. (b) None of the Depositary, the Custodian, the Company, any Agent, or any of their agents, officers, directors or employees shall incur any liability to any other of them or to any Holder or owner of a GDR, beneficial owner of a GDR or any person with an interest in a GDR if, by reason of any provision of any present or future law or regulation of the DIFC or the UAE or any other country or of any relevant governmental authority, or by reason of the interpretation or application of any such present or future law or regulation or any change therein, or by reason of any other circumstances beyond their control, or in the case of the Depositary, the Custodian, any Agent or any of their agents, officers, directors or employees, by reason of any provision, present or future, of the Constitutive Documents, any of them shall be prevented, delayed or forbidden from doing or performing any act or thing which the terms of the Deposit Agreement or these Conditions provide shall or may be done or performed; nor shall any of them incur any liability (save in the case of wilful default, negligence or bad faith) to any Holder, owner of a GDR, beneficial owner of a GDR or any person with an interest in a GDR, by reason of any non-performance or delay caused as aforesaid, in the performance of any act or thing which the terms of the Deposit Agreement or these Conditions provide shall be or may be done or performed or by reason of any exercise of, or failure to exercise caused as aforesaid, any voting rights attached to the Deposited Shares or any of them or any other discretion or power provided for in the Deposit Agreement or these Conditions. Any such party may rely on, and shall be protected in acting upon, any written notice, request, direction or other document believed by it to be genuine and to have been duly signed or presented (including a translation which is made by a translator believed by it to be competent or which appears to be authentic). (c) None of the Depositary, the Custodian or any Agent shall be liable (except for its own wilful default, negligence or bad faith or that of its agents, officers, directors or employees) to the Company or any Holder, owner of GDRs, beneficial owner of a GDR, any person with an interest in a GDR, by reason of having accepted as valid or not having rejected any document for Shares or GDRs or any signature on any transfer or instruction purporting to be such and subsequently found to be forged or not authentic or (except as provided in (P) below) for its failure to perform any obligations under the Deposit Agreement or these Conditions. (d) Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders of GDRs for any indirect, special, punitive or consequential damages. (e) The Depositary and each of its Agents (and any holding, subsidiary or associated company of the Depositary) may engage or be interested in any financial or other business transactions with the Company, or in relation to the Deposited Property (including without prejudice to the generality of the foregoing, the conversion of any part of the Deposited Property from one currency to another), may at any time hold or be interested in GDRs for its own account, and shall be entitled to charge and be paid all usual fees, commissions and other charges for business transacted and acts done by it as a bank or in a capacity other than as Depositary, in relation to matters arising under the Deposit Agreement (including, without prejudice to the generality of the foregoing, charges on the conversion of any part of the Deposited Property from one currency to another and any sales of property) without accounting to Holders or any other person for any profit arising therefrom provided that accounts in respect of such activities (particularly in respect of the Depositary’s dealings in the GDRs) shall be separate and distinct from those maintained in connection with its role as depositary. (f) The Depositary shall endeavour to effect any such sale as is referred to or contemplated in Conditions 5, 6, 7, 10, 13 or 21 or any such conversion as is referred to in Condition 8 in accordance with the Depositary’s normal practices and procedures but shall have no liability (in the absence of its own negligence or bad faith or that of its agents, officers, directors or employees) with respect to the terms of such sale or conversion or if such 101

sale or conversion shall not be reasonably practicable. In the absence of its own wilful default, negligence or bad faith the Depositary will not be responsible for any failure to determine that it may be lawful or practicable to make rights available to Holders in general or to any Holder in particular pursuant to Condition 7. The Depositary shall not be required or obliged to monitor, supervise or enforce the observance and performance by the Company of its obligations under or in connection with the Deposit Agreement or these Conditions. (g) The Depositary shall not be required or obliged to monitor, supervise or enforce the observance and performance by the Company of, its obligations under or in connection with, this Agreement or the Conditions. (h) The Depositary shall have no responsibility whatsoever to the Company, any Holders or any owner of a GDR or any other person as regards any deficiency which might arise because the Depositary is subject to any tax in respect of the Deposited Property or any part thereof or any income therefrom or any proceeds thereof.

The Company shall, subject to all applicable laws, have no responsibility whatsoever to any Holder, any owner of a GDR, beneficial owner of a GDR or a person with an interest in a GDR as regards any deficiency which might arise because the Depositary is subject to any tax in respect of the Deposited Property or any part thereof or any income therefrom or any proceeds thereof. (i)

In connection with any proposed modification, waiver, authorisation or determination permitted by the terms of the Deposit Agreement or these Conditions, the Depositary shall not, except as otherwise expressly provided in Condition 22, be obliged to have regard to the consequence thereof for any Holders, any owner of a GDR, a person with an interest in a GDR or any other person.

(j)

Notwithstanding anything else contained in the Deposit Agreement or these Conditions, the Depositary may refrain from doing anything which could or might, in its reasonable opinion, be contrary to any law of any jurisdiction or any directive or regulation of any agency or state or which would or might otherwise render it liable to any person and the Depositary may do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.

(k) The Depositary may, in relation to the Deposit Agreement and these Conditions, act or take no action on the advice or opinion of, or any certificate or information obtained from, any lawyer, valuer, accountant, banker, broker, securities company or other expert whether obtained by the Company, the Depositary or otherwise and shall not be responsible or liable for any loss or liability occasioned by so acting or refraining from acting or relying on information from persons presenting Shares for deposit or GDRs for surrender or requesting transfers thereof. (l)

Any such advice, opinion, certificate or information may be sent or obtained by letter, telex, facsimile transmission, telegram or cable and the Depositary shall not be liable for acting on any advice, opinion, certificate or information purported to be conveyed by any such letter, telex or facsimile transmission although (without the Depositary’s knowledge) the same shall contain some error or shall not be authentic.

(m) The Depositary may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing, a certificate, letter or other communication, whether oral or written, signed or otherwise communicated on behalf of the Company by a Director of the Company or by a person duly authorised by a Director of the Company or such other certificate from persons specified in (K) above which the Depositary considers appropriate and the Depositary shall not be bound in any such case to call for further evidence or be responsible for any loss or liability that may be occasioned by the Depositary acting on such certificate. (n) The Depositary shall have no obligation under the Deposit Agreement except to perform its obligations as are specifically set out therein without wilful default, negligence or bad faith. (o) The Depositary may having given prior notification to the Company of the identity of the delegate, delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons, whether being a joint Depositary of the Deposit Agreement or not and not being a person to whom the Company may reasonably object, all or any of the powers, authorities and discretions vested in the Depositary by the Deposit Agreement and such delegation may be made upon such terms and subject to such conditions, including

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power to sub-delegate and subject to such regulations as the Depositary may in the interests of the Holders think fit, provided that no objection from the Company to any such delegation as aforesaid may be made to a person whose financial statements are consolidated with those of the Depositary’s ultimate holding company.

Any delegation by the Depositary shall be on the basis that the Depositary is acting on behalf of the Holders and the Company in making such delegation. The Company shall not (in any circumstances) and the Depositary shall not (provided that it shall have exercised reasonable care in the selection of such delegate) be bound to supervise the proceedings or be in any way responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate except that the Depositary shall be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate which is the affiliate of the Depositary. However, the Depositary shall, if practicable, and if so requested by the Company, pursue (at the Company’s expense and subject to receipt by the Depositary of such indemnity and security for costs as the Depositary may reasonably require) any legal action it may have against such delegate or sub-delegate, arising out of any such loss caused by reason of any such misconduct or default.

The Depositary shall, within a reasonable time of any such delegation or any renewal, extension or termination thereof, give notice thereof to the Company. Any delegation under this Condition which includes the power to sub-delegate shall provide that the delegate shall, within a specified time of any sub-delegation or amendment, extension or termination thereof, give notice thereof to the Company and the Depositary. (p) The Depositary may, in the performance of its obligations hereunder, instead of acting personally, employ and pay an agent, whether a solicitor or other person, to transact or concur in transacting any business or do or concur in doing all acts required to be done by such party, including the receipt and payment of money. (q) The Depositary shall be at liberty to hold or to deposit the Deposit Agreement and any deed or document relating thereto in any part of the world with any banking company or companies (including itself) whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers of good repute and may pay all sums due in respect thereof, and the Depositary shall not (in case of deposit with itself, in the absence of its own wilful default, negligence or bad faith or that of its agents, directors, officers or employees) be responsible for any losses, liability or expenses incurred in connection with any such deposit. (r) Notwithstanding anything to the contrary contained in the Deposit Agreement or these Conditions, the Depositary shall not be liable, in the absence of its own wilful default, negligence or bad faith or that if its agents, directors, officers or employees, in respect of any loss or damage which arises out of or in connection with its performance or non-performance or the exercise or attempted exercise of, or the failure to exercise any of, its powers or discretions under the Deposit Agreement. (s) No provision of the Deposit Agreement or these Conditions shall require the Depositary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and security against such risk of liability is not assured to it. (t)

No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

15. Issue and Delivery of Replacement GDRs and Exchange of GDRs Subject to payment of the relevant fees, taxes, duties, charges, costs and expenses and such terms as to evidence and indemnity as the Depositary may require, replacement GDRs will be issued by the Depositary and will be delivered in exchange for or replacement of outstanding lost, stolen, mutilated, defaced or destroyed GDRs upon surrender thereof (except in the case of the destruction, loss or theft) at the specified office of the Depositary or (at the request, risk and expense of the Holder) at the specified office of any Agent.

16. Depositary’s Fees, Costs and Expenses (a) The Depositary shall be entitled to charge the following remuneration and receive the following remuneration and reimbursement (such remuneration and reimbursement being payable on demand) from the Holders in respect of its services under the Deposit Agreement:

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(i)

for the issue of GDRs (other than upon the issue of GDRs on the date hereof) or the cancellation of GDRs upon the withdrawal of Deposited Property: U.S.$0.05 or less per GDR issued or cancelled;

(ii) for issuing GDR certificates in definitive registered form in replacement for mutilated, defaced, lost, stolen or destroyed GDR certificates: a sum per GDR certificate which is determined by the Depositary to be a reasonable charge to reflect the work, costs and expenses involved; (iii) for issuing GDR certificates in definitive registered form (other than pursuant to (ii) above): a sum per GDR certificate which is determined by the Depositary to be a reasonable charge to reflect the work, costs (including, but not limited to, printing costs) and expenses involved; (iv) for receiving and paying any cash dividend or other cash distribution on or in respect of the Deposited Shares: a fee of U.S.$0.02 or less per GDR for each such dividend or distribution; (v) in respect of any issue of rights or distribution of Shares (whether or not represented by GDRs) or other securities or other property (other than cash) upon exercise of any rights, any free distribution, stock dividend or other distribution (except where converted to cash): U.S.$0.05 or less per outstanding GDR for each such issue of rights, dividend or distribution; (vi) for the operation and maintenance costs associated with the administration of the GDRs: an annual fee of U.S.$0.02 or less per GDR; (vii) for the inspection of the relevant share register maintained by the local registrar undertaken by the Depositary, the Custodian or their respective agents: an annual fee of U.S.$0.01 or less per GDR (such fee to be assessed against Holders of record as at the date or dates set by the Depositary as it sees fit and collected at the sole discretion of the Depositary by billing such Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions); (viii) for the issue of GDRs pursuant to a change for any reason in the number of Shares represented by each GDR, regardless of whether or not there has been a deposit of Shares to the Custodian or the Depositary for such issuance: a fee of U.S. $0.05 or less per GDR (or portion thereof); and (ix) for transferring interests from and between the Master Regulation S GDR and the Master Rule 144A GDR: a fee of U.S.$0.05 or less per GDR, together with all expenses, transfer and registration fees, taxes, duties and charges payable by the Depositary, any Agent or the Custodian in connection with any of the above including, but not limited to charges imposed by a central depositary and such customary expenses as are incurred by the Depositary in the conversion of currencies other than U.S. dollars into U.S. dollars and fees imposed by any relevant regulatory authority. (b) The Depositary is entitled to receive from the Company such sums and amounts as specified in a letter between the Company and the Depositary of even date herewith.

17. Agents (a) The Depositary shall be entitled to appoint one or more agents (the “Agents”) for the purpose, inter alia, of making distributions to the Holders. (b) Notice of appointment or removal of any Agent or of any change in the specified office of the Depositary or any Agent will be duly given by the Depositary to the Holders.

18. Listing The Company has undertaken in the Deposit Agreement to use its best endeavours to obtain and thereafter maintain, so long as any GDR is outstanding, a listing for GDRs on the London Stock Exchange and a listing of the Shares on the DIFX. For that purpose the Company will pay all fees and sign and deliver all undertakings required by the London Stock Exchange in connection therewith. In the event that such listings are not maintained, the Company has undertaken in the Deposit Agreement to use its best endeavours to obtain and maintain a listing of the GDRs on another international recognised investment exchange designated as a “recognised investment exchange” for the purposes of Section 1005 of the United Kingdom Income Tax Act 2007 and a listing of the Shares on one or more stock exchanges in the DIFC. 104

Radisson SAS Muscat, Oman

19. The Custodian The Depositary has agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the account and to the order of the depositary in accordance with the applicable terms of the Deposit Agreement which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian provided that the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian shall be responsible solely to the Depositary. Upon receiving notice of the resignation of the Custodian the Depositary shall promptly appoint a successor Custodian which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement. Whenever the Depositary in its discretion determines that it is in the best interests of the Holders to do so, it may terminate the appointment of the Custodian and, in the event of any such termination of the appointment of the Custodian, the Depositary shall promptly appoint a successor Custodian which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement on the effective date of such termination.

The Depositary shall notify Holders of such change immediately upon such change taking effect in accordance with Condition 23. Notwithstanding the foregoing, the Depositary may temporarily deposit the Deposited Property in a manner or a place other than as therein specified; provided that, in the case of such temporary deposit in another place, the Company shall have consented to such deposit, and such consent of the Company shall have been delivered to the Custodian. In case of transportation of the Deposited Property under this Condition, the Depositary shall obtain appropriate insurance at the expense of the Company if and to the extent that the obtaining of such insurance is reasonably practicable and the premiums payable are, in the opinion of the Depositary, of a reasonable amount.

20. Resignation and Termination of Appointment of the Depositary (a) Unless otherwise agreed to in writing between the Company and Depositary from time to time, the Company may terminate the appointment of the Depositary under the Deposit Agreement by giving at least 90 days’ notice in writing to the Depositary and the Custodian, and the Depositary may resign as Depositary by giving 90 days’ notice in writing to the Company and the Custodian. Within 30 days after the giving of such notice, notice thereof shall be duly given by the Depositary to the Holders. Such resignation by the Depositary shall be subject to the terms and conditions of any other agreement executed between the Depositary and the Company in connection with the GDRs. The termination of the appointment or the resignation of the Depositary shall take effect on the date specified in the relevant notice provided that no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor depositary, the grant of such approvals as may be necessary to comply with applicable laws and with the Constitutive Documents for the transfer of the Deposited Property to such successor depositary, the acceptance of such appointment to act in accordance with the terms thereof and the Deposit Agreement by the successor depositary and the payment to the Depositary of all fees, taxes, duties, charges, costs, expenses and other payments as agreed by the Depositary and the Company in any agreement concerning such fees, taxes, duties, charges, costs, expenses and other payments.

The Company has undertaken in the Deposit Agreement to use its best endeavours to procure the appointment of a successor depositary with effect from the date of termination specified in such notice as soon as reasonably possible following notice of such termination or resignation. Upon any such appointment and acceptance, notice thereof shall be duly given by the successor depositary to the Holders in accordance with Condition 23. (b) Upon the termination of appointment or resignation of the Depositary, the Depositary shall deliver to its successor depositary sufficient information and records to enable such successor efficiently to perform its obligations under the Deposit Agreement and shall deliver and pay to such successor depositary all Deposited Property held by it under the Deposit Agreement. Upon the date when such termination of appointment or resignation takes effect, the Deposit Agreement provides that the Custodian shall be deemed to be the Custodian thereunder for such successor depositary and shall hold the Deposited Property for such successor depositary and without prejudice to any accrued rights and obligations under the Deposit Agreement, the Depositary shall thereafter have no obligation thereunder. (c) The Company has agreed not to appoint any other depositary for the issue of depositary receipts so long as Deutsche Bank Trust Company Americas is acting as Depositary under the Deposit Agreement. An alternative 105

depositary may be appointed after the termination of the appointment of Deutsche Bank Trust Company Americas under this Agreement.

21. Termination of Deposit Agreement (a) Subject as set out below, either the Company or the Depositary but, in the case of the Depositary, only if the Company has failed to appoint a replacement Depositary within 90 days of the date on which the Depositary has given notice pursuant to Condition 20 that it wishes to resign, may terminate the Deposit Agreement by giving 90 days’ notice to the other and to the Custodian. Within 30 days after the giving of such notice, notice of such termination shall be duly given by the Depositary to Holders of all GDRs then outstanding in accordance with Condition 23.

If the Company terminates the Deposit Agreement, it will (unless the termination is due to the wilful default, negligence or bad faith of the Depositary) be obligated, prior to such termination, to reimburse to the Depositary all amounts owed to the Depositary as set out in the Deposit Agreement and in any agreement between the Depositary and the Company. (b) During the period beginning on the date of the giving of such notice by the Depositary to the Holders and ending on the date on which such termination takes effect, each Holder shall be entitled to obtain delivery of the Deposited Property relative to each GDR held by it, subject to the provisions of paragraph (D) of Condition 2 and upon compliance with Condition 2, and further upon payment by the Holder of any sums payable by the Depositary to the Custodian in connection therewith for such delivery and surrender but otherwise in accordance with the Deposit Agreement. (c) If any GDRs remain outstanding after the date of termination, the Depositary shall as soon as reasonably practicable sell the Deposited Property then held by it under the Deposit Agreement and shall not register transfers, shall not pass on dividends or distributions or take any other action except that it will deliver the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, pro rata to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Deposited Property which is represented by the GDRs of which they are Holders. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement and these Conditions, except its obligations to account to Holders for such net proceeds of sale and other cash comprising the Deposited Property without interest.

22. Amendment of Deposit Agreement and Conditions All and any of the provisions of the Deposit Agreement and these Conditions (other than this Condition 22 and Clause 12 of the Deposit Agreement) may at any time and from time to time be amended by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable. Notice of any amendment of these Conditions (except to correct a manifest error) shall be duly given to the Holders by the Depositary and any amendment (except as aforesaid) which shall increase or impose fees or charges payable by Holders or which shall otherwise, in the opinion of the Depositary, be materially prejudicial to the interests of the Holders (as a class) shall not become effective so as to impose any obligation on the Holders of the outstanding GDRs until the expiry of three months after such notice shall have been given. During such period of three months, each Holder shall be entitled to obtain, subject to and upon compliance with Condition 2, delivery of the Deposited Property relative to each GDR held by it upon surrender thereof, free of the charge specified in paragraph (A)(i) of Condition 16 for such delivery and surrender but otherwise in accordance with the Deposit Agreement. Each Holder at the time when any such amendment so becomes effective shall be deemed, by continuing to hold a GDR, to approve such amendment and to be bound by the terms thereof in so far as they affect the rights of the Holders. In no event shall any amendment impair the right of any Holder to receive, subject to and upon compliance with Condition 2, the Deposited Property attributable to the relevant GDR. 23. Notices (a) Any and all notices to be given to any Holder shall be duly given if personally delivered, or sent by mail (if domestic, first class, if overseas, first class airmail) or air courier, or by telex or facsimile transmission confirmed by letter sent by mail or air courier, addressed to such Holder at the address of such Holder as it appears on the transfer books for GDRs of the Depositary, or, if such Holder shall have filed with the 106

Sheraton Manama, Bahrain

Depositary a written request that notices intended for such Holder be mailed to some other address, at the address specified in such request. (b) Delivery of a notice sent by mail or air courier shall be effective three days (in the case of domestic mail or air courier) or seven days (in the case of overseas mail) after receipt, and any notice sent by telex transmission, as provided in this Condition, shall be effective when the sender receives the answerback from the addressee at the end of the telex and any notice sent by facsimile transmission, as provided in this Condition, shall be effective when the intended recipient has confirmed by telephone to the transmitter thereof that the recipient has received such facsimile in complete and legible form. The Depositary or the Company may, however, act upon any telex or facsimile transmission received by it from the other or from any Holder, notwithstanding that such telex or facsimile transmission shall not subsequently be confirmed as aforesaid. (c) So long as GDRs are listed on the London Stock Exchange and the rules of the London Stock Exchange so require, all notices to be given to Holders generally will also be published in a leading daily newspaper having general circulation in the UK (which is expected to be the Financial Times).

24. Reports and Information on the Company (a) The Company has undertaken in the Deposit Agreement (so long as any GDR is outstanding) to furnish the Depositary with six copies in the English language (and to make available to the Depositary, the Custodian and each Agent as many further copies as they may reasonably require to satisfy requests from Holders) of: (i)

in respect of the financial year ending on 31 December 2008 and in respect of each financial year thereafter, the non-consolidated and consolidated balance sheets as at the end of such financial year and the non-consolidated and consolidated statements of income for such financial year in respect of the Company, prepared in conformity with either generally accepted accounting principles in the DIFC or, at the option of the Company, in accordance with International Accounting Standards and reported upon by independent public accountants selected by the Company, as soon as practicable (and in any event within nine months) after the end of such year; and

(ii) semi-annual non-consolidated (or, if published for holders of Shares, consolidated) financial statements as soon as practicable (and in any event, not later than four months after the date to which they relate) after the same are published. (b) The Depositary shall, upon receipt thereof, give due notice to the Holders that such copies are available upon request at its specified office and the specified office of any Agent. (c) The Depositary shall upon receipt thereof give due notice to Holders that such copies are available upon request at its specified office and the specified office of any Agent. (d) For so long as any of the GDRs or the Shares remain outstanding and are “restricted securities� within the meaning of Rule 144(a)(3) under the Securities Act, if at any time the Company is neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from such reporting requirements by complying with the information furnishing requirements of Rule 12g3-2(b) thereunder, it will make available to any Holder, owner, or beneficial owner of GDRs or Shares evidenced by GDRs or any prospective purchasers designated by such Holder or beneficial owner, upon the request of such holder, owner, beneficial owner or prospective purchaser, as the case may be, in the English language, from time to time required to be provided pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of GDRs representing Shares or interests therein in reliance on Rule 144A under the Securities Act and otherwise will comply with the requirements of Rule 144A(d)(4) under the Securities Act. 25. Copies of Company Notices The Company has undertaken in the Deposit Agreement to transmit to the Custodian and the Depositary in English on or before the day when the Company first gives notice, by mail, publication or otherwise, to holders of any Shares or other Deposited Property, whether in relation to the taking of any action in respect therefore or in respect of any dividend or other distribution thereon or of any meeting or adjourned meeting of such holders or otherwise, such number of copies of such notice and any other material (which contains

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information having a material bearing on the interests of the Holders) furnished to such holders by the Company in connection therewith as the Depositary may reasonably request. If such notice is not furnished to the Depositary in English, either by the Company or the Custodian, the Depositary shall, at the Company’s expense, arrange for an English translation thereof (which may be in such summarised form as the Depositary may deem adequate to provide sufficient information) to be prepared. Except as provided below, the Depositary shall, as soon as practicable after receiving notice of such transmission or (where appropriate) upon completion of translation thereof, give due notice to the Holders which notice may be given together with a notice pursuant to paragraph (A) of Condition 9, and shall make the same available to Holders in such manner as it may determine.

26. Moneys held by the Depositary The Depositary shall be entitled to deal with moneys paid to it by the Company for the purposes of the Deposit Agreement in the same manner as other moneys paid to it as a banker by its customers and shall not be liable to account to the Company or any Holder or any other person for any interest thereon, except as otherwise agreed and shall not be obliged to segregate such moneys from other moneys belonging to the Depositary.

27. Severability If any one or more of the provisions contained in the Deposit Agreement or in these Conditions shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained therein or herein shall in no way be affected, prejudiced or otherwise disturbed thereby.

A10.28.2

28. Governing Law (a) The Deposit Agreement and the GDRs are governed by and shall be construed in accordance with English law except that the certifications set forth in Schedule 3 to the Deposit Agreement and any provisions relating thereto shall be governed by and construed in accordance with the laws of the State of New York. The rights and obligations attaching to the Deposited Shares will be governed by the laws of the DIFC and to the extent applicable, the laws of the UAE. The Company has submitted in respect of the Deposit Agreement to the jurisdiction of the English courts and has appointed an agent for service of process in London. (b) The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the GDRs and accordingly any legal action or proceedings arising out of or in connection with the GDRs (Proceedings) may be brought in such courts. This submission is made for the benefit of each of the Holders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). (c) The Depositary irrevocably appoints the Managing Director for the time being of Deutsche Trustee Company Limited, currently situated at Winchester House, 1 Great Winchester Street, London EC2N 2DB as its authorised agent for service of process in England. If for any reason the Depositary does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Company of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law.

29. Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce these terms and conditions under the Contracts (Rights of Third Parties) Act 1999 except and to the extent (if any) that these terms and conditions expressly provide for such Act to apply.

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SUMMARY OF PROVISIONS RELATING TO THE GDRS WHILE IN MASTER FORM The GDRs will initially be evidenced by (i) a single Master Regulation S GDR in registered form and (ii) a single Master Rule 144A GDR in registered form. Book-entry interests in GDRs held through Euroclear and Clearstream will be represented by the Master Regulation S GDR registered in the name of BT Globenet Nominees Limited as nominee of Deutsche Bank AG, London Branch, as common depositary for Euroclear and Clearstream.

Book-entry interests in GDRs held through DTC will be represented by the Master Rule 144A GDR registered in the name of Cede & Co., as nominee for DTC, which will be held by the Depositary as custodian for DTC. The Master Regulation S GDR and the Master Rule 144A GDR (collectively, the Master GDRs) contain provisions which apply to the GDRs while they are in master form, some of which modify the effect of the Terms and Conditions of the Global Depositary Receipts set out in this prospectus. The following is a summary of certain of those provisions. Unless otherwise defined herein, terms defined in the Terms and Conditions of the Global Depositary Receipts shall have the same meaning herein.

The Master GDRs will only be exchanged for certificates in definitive registered form representing GDRs in the circumstances described in (i), (ii), (iii), (iv) or (v) below in whole but not, except in the case of (iii) or (iv) below, in part. The Depositary will irrevocably undertake in the Master GDRs to deliver certificates evidencing GDRs in definitive registered form in exchange for the relevant Master GDR to the Holders within 60 days in the event that: (i)

Euroclear, Clearstream or (in the case of the Master Rule 144A GDR) DTC advises the Depositary in writing at any time that it is unwilling or unable to continue as depositary and a successor depositary is not appointed within 90 calendar days; or

(ii) Euroclear, Clearstream or (in the case of the Master Rule 144A GDR) DTC is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so, and, in each case, no alternative clearing system satisfactory to the Depositary is available within 45 days; or (iii) the Depositary has determined that, on the occasion of the next payment in respect of the GDRs, the Depositary or its agent would be required to make any deduction or withholding from any payment in respect of the GDRs which would not be required were the GDRs represented by certificates in definitive registered form, provided that the Depositary shall have no obligation to so determine or to attempt to so determine; or (iv) the Holder gives notice to the Depositary of its desire to exchange a part or the whole of the relevant Master GDR for certificates evidencing GDRs in definitive form; or (v) in the case of the Master Rule 144A GDR, DTC or any successor ceases to be a “clearing agency� registered under the United States Securities Exchange Act of 1934, as amended.

In relation to (iii) and (iv) above any person appearing in the records maintained by Clearstream, Euroclear or DTC entitled to any interest in a Master GDR shall be entitled to require the Holder to procure the exchange of an appropriate part of the relevant Master GDR for a definitive GDR for an interest held by such person in the relevant Master GDR in the above circumstances upon notice to the Holder. Any such exchange shall be at the expense (including printing costs) of the Holder in the case of such appropriate part or at the expense of the Holders in case of exchange of the whole of the relevant Master GDR for the definitive GDRs. A GDR evidenced by an individual definitive certificate will not be eligible for clearing and settlement through DTC, Euroclear or Clearstream.

Upon any exchange of a Master GDR for certificates in definitive registered form, or any exchange of interests between the Master Rule 144A GDR and the Master Regulation S GDR pursuant to Clause 4 of the Deposit Agreement or any distribution of GDRs pursuant to Conditions 4, 5 6, 7 or 10, or any reduction in the number of GDRs represented thereby following any withdrawal of any Deposited Property pursuant to Condition 2, or any 109

increase in the number of GDRs following the deposit of Shares pursuant to Condition 1, the relevant details shall be entered by the Depositary on the register maintained by the Depositary whereupon the number of GDRs represented by the corresponding Master GDR shall be reduced or increased (as the case may be) for all purposes by the amount so exchanged and entered on the register provided always that if the number of GDRs represented by a Master GDR is reduced to zero such Master GDR shall continue in existence until the obligations of the Company under the Deposit Agreement and the obligations of the Depositary pursuant to the Deposit Agreement and the Conditions have terminated.

Payments, Distributions and Voting Rights Payments of cash dividends and other amounts (including cash distributions) in relation to the Master GDRs will be made by the Depositary through DTC, Euroclear and Clearstream, as the case may be, on behalf of persons entitled thereto, upon receipt of funds therefor from the Depositary, net of the Depositary's fees, taxes, duties, charges, costs and expenses. A free distribution or rights issue of Shares to the Depositary on behalf of the Holders may result in the record maintained by the Depositary being marked up to reflect the enlarged number of GDRs represented by the relevant Master GDR. Holders of GDRs will have voting rights as set out in the Terms and Conditions of the Global Depositary Receipts.

Surrender of GDRs Any requirement in the Terms and Conditions of the GDRs relating to the surrender of a GDR to the Depositary shall be satisfied by the production by DTC, Euroclear and Clearstream, as the case may be, on behalf of a person entitled to an interest therein, of such evidence of entitlement of such person as the Depositary may reasonably require, which is expected to be a certificate or other documents issued by DTC, Euroclear and Clearstream, as the case may be. The delivery or production of any such evidence shall be sufficient evidence, in favour of the Depositary, any Agent and the Custodian, of the title of such person to receive (or to issue instructions for the receipt of) all money or other property payable or distributable in respect of the Deposited Property represented by such GDRs. Notices For as long as the Master Regulation S GDR is registered in the name of BT Globenet Nominees Limited as nominee for the Common Depositary for Euroclear and Clearstream and the Master Rule 144A GDR is registered in the name of Cede & Co. on behalf of DTC, notices to Holders may be given by the Depositary by delivery of the relevant notice to DTC, Euroclear and Clearstream, as the case may be, for communication to persons entitled thereto in substitution for delivery of notices in accordance with Condition 23 (Notices).

The Master GDRs shall be governed by and construed in accordance with English law.

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Shoreline Apartments Dubai, UAE

TRANSFER AND SELLING RESTRICTIONS Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares or the GDRs.

A10.27.10 A10.28.10 OSR A1.2.1(3) DIFC LR AppE, Part 2, #1

General No action has been or will be taken in any country or jurisdiction by any Initial Purchaser, us or any Selling Shareholder that would or is intended to permit a public offering of the Shares or GDRs (other than with respect to the UAE Retail Offering) or the possession, circulation or distribution of this prospectus or any other offering material relating to the Company or the Shares and GDRs offered hereby in any jurisdiction where action for any such purpose may be required. Accordingly, the Shares and GDRs offered hereby may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the Shares and GDRs offered hereby may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

Rule 144A GDRs Each purchaser of Rule 144A GDRs within the United States pursuant to Rule 144A, by accepting delivery of this prospectus, will be deemed to have represented, agreed and acknowledged that: (a) It is (a) a qualified institutional buyer within the meaning of Rule 144A, or a QIB, (b) acquiring such GDRs for its own account or for the account of a QIB and (c) aware, and each beneficial owner of such GDRs has been advised, that the sale of such GDRs to it is being made in reliance on Rule 144A. (b) It understands that the Rule 144A GDRs and the underlying shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and are subject to restrictions on transfer and may not be offered, sold, pledged or otherwise transferred except in accordance with the applicable legend set out in paragraph (c) below. (c) It understands that the Rule 144A GDRs, unless otherwise agreed between the Company and the Depositary in accordance with applicable law, will bear a legend substantially to the following effect: THIS MASTER RULE 144A GLOBAL DEPOSITARY RECEIPT, THE GLOBAL DEPOSITARY RECEIPTS EVIDENCED HEREBY (THE GDRs) AND THE ORDINARY SHARES REPRESENTED THEREBY (THE SHARES) 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, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (RULE 144A) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (2) IN AN OFFSHORE TRANSACTION PURSUANT TO AND IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR ANY RESALES OF THIS SECURITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES UNDERLYING THE GDRs MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK OTHER THAN A RULE 144A RESTRICTED DEPOSITARY RECEIPT FACILITY, UNLESS AND UNTIL SUCH TIME AS SUCH SHARES ARE NO LONGER RESTRICTED SECURITIES WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE SECURITIES ACT. 111

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THE DEPOSITARY TRUST BANK, A NEW YORK CORPORATION (DTC), TO THE AGENT AUTHORISED

BY THE COMPANY FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (d) The Company, the Depositary, the Initial Purchasers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is acquiring any Rule 144A GDRs for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (e) It understands that the GDRs offered in reliance on Rule 144A will be evidenced by the Master 144A GDR. Before any interest in the Master Rule 144A GDR may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in the Master Regulation S GDR, it will be required to provide the Depositary with written certifications (in the forms provided in the Deposit Agreement).

Prospective purchasers are hereby notified that sellers of the GDRs may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Regulation S GDRs Each purchaser of Regulation S GDRs and the ordinary shares represented thereby outside the United States pursuant to Regulation S and each subsequent purchaser of Regulation S GDRs and the ordinary shares represented thereby in resales prior to the expiration of the Restricted Period (as defined below), by accepting delivery of this prospectus and the Regulation S GDRs, will be deemed to have represented, agreed and acknowledged as follows: (1) It is, or at the time Regulation S GDRs are purchased will be, the beneficial owner of such Regulation S GDRs and (a) it is not a U.S. person and it is located outside the United States and (b) it is not an affiliate of us or a person acting on behalf of us.

(2) It understands that such Regulation S GDRs and the ordinary shares represented thereby have not been and 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 prior to the expiration of the “Restricted Period” (defined as the 40-day period beginning on the latest of the commencement of the Offering and ending the closing date of the Offering) may not be offered, sold, pledged or otherwise transferred except (a) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S or (b) in accordance with Rule 144A to a person that it and any person acting on its behalf reasonably believe is a QIB for its own account or the account of a QIB. (3) It understands that all Regulation S GDRs, unless otherwise agreed between us and the Depositary in accordance with applicable law, will bear a legend substantially to the following effect: THIS MASTER REGULATION S GLOBAL DEPOSITARY RECEIPT, THE GLOBAL DEPOSITARY RECEIPTS EVIDENCED HEREBY AND THE ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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ADWEA Abu Dhabi, UAE

(4) It understands that the GDRs offered in reliance on Regulation S will be evidenced by the Master Regulation S GDR. Before any interest in the Master Regulation S GDR may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in the Master Rule 144A GDR, it will be required to provide the Depositary with a written certification (in the form provided in the Rule 144A Deposit Agreement) as to compliance with applicable securities laws.

(5) We, the Depositary, the Initial Purchasers and our and their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

The European Economic Area No Shares or GDRs have been offered or sold, or will be offered or sold, to the public in any member state of the European Economic Area which has implemented the Prospectus Directive prior to Admission, except to (a) legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

United Kingdom Each of the Initial Purchasers has represented, warranted and agreed that it has: •

only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (FSMA)) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; and

•

complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

The DIFC The Shares and GDRs described in this document may not be, are not and will not be offered, distributed, sold, transferred or delivered, directly or indirectly, to any person in the DIFC other than by way of an Exempt Offer in accordance with the Offered Securities Rules of the DFSA. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it.

United Arab Emirates The Shares and GDRs have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates other than in compliance with the laws of the United Arab Emirates governing the issue, offering and sale of securities.

Kingdom of Saudi Arabia No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering or private placement of the Shares or GDRs in the Kingdom of Saudi Arabia, or possession or distribution of any offering materials in relation thereto.

The Shares and GDRs may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Part 5 (Exempt Offers) of the Offers of Securities Regulations dated 20/8/1425 AH (corresponding to 4/10/2004) as amended by CMA Resolution No. 2-219-2006 dated 3/12/1427 AH (corresponding to 24/12/2006) (for the purposes of this paragraph 6.9, the “Regulations”) and, in accordance with Part 5 (Exempt Offers) Article 16(a)(3) of the Regulations, the Shares and GDRs will be offered to no more than 60 offerees in the Kingdom of Saudi Arabia with each such offeree paying an amount not less than Saudi Riyals 1 million or its equivalent.

113

Investors are informed that Article 19 of the Regulations places restrictions on secondary market activity with respect to the Shares and GDRs. Kingdom of Bahrain No prospectus has been reviewed by the Central Bank of Bahrain (the CBB). This document may not be circulated within the Kingdom of Bahrain nor may any of the Shares or GDRs be offered for subscription or sold, directly or indirectly, nor may any invitation or offer to subscribe for any Shares or GDRs be made to persons in the Kingdom of Bahrain. The CBB is not responsible for our performance.

Kuwait The Shares and GDRs described in this document have not been, and are not being, publicly offered, sold, promoted or advertised in Kuwait other than in compliance with the laws of Kuwait governing the issue, offering and sale of securities. Further, this document does not constitute a public offer of securities in Kuwait and is not intended to be a public offer.

France No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the Offering that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financier; no Shares or GDRs have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the prospectus or any other offering material relating to the Shares or GDRs have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restraint d'investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. The direct or indirect distribution to the public in France of any so acquired Shares or GDRs may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.

Italy No prospectus has been nor will be published in Italy in connection with the Offering and such Offering has not been cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, the CONSOB) pursuant to Italian securities legislation and, accordingly, the Shares or GDRs may not and will not be offered, sold or delivered, nor may or will copies of this prospectus or any other documents relating to the Shares or GDRs be distributed in Italy, except (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July 1998, as amended, (the Regulation No. 11522), or (ii) in other circumstances which are exempted from the rules on public securities offering pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (the Italian Finance Law) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Any offer, sale or delivery of the Shares or GDRs or distribution of copies of this prospectus or any other document relating to the Shares or GDRs in Italy may and will be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Finance Law, Legislative Decree No. 385 of 1 September 1993, as amended (the Italian Banking Law), Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Italy has only partially implemented the Prospectus Directive, and the provisions under the heading “The European Economic Area” above shall apply with respect to Italy only to the extent that the relevant provisions of the Prospectus Directive have already been implemented in Italy.

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Grand Hyatt Amman, Jordan

Insofar as the requirements above are based on laws which are superseded at any time pursuant to the implementation of the Prospectus Directive in Italy, such requirements shall be replaced by the applicable requirements under the relevant implementing measures of the Prospectus Directive in Italy.

Spain The Shares and GDRs are not offered as a public offer of securities in Spain, but as a private placement under the exemptions available pursuant to article 30bis of Law 24/1988, of 28 July 1988 and in article 38.1 of Royal Decree 1310/2005, of 4 November 2005.

Switzerland The Shares and GDRs may not be publicly offered in Switzerland. This prospectus is not a prospectus within the meaning of art. 652a of the Swiss Code of Obligations or art. 32 et seq. of the SWX Listing Rules.

Japan The Shares and GDRs have not been and will not be registered under the Financial Instruments and Exchange Law of Japan and may not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (which term used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to, or for the account or benefit of, any persons for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Financial Instruments and Exchange Law and other relevant laws and regulations of Japan.

Australia This prospectus does not constitute a disclosure document under Part 6D.2 of the Corporations Act 2001 of the Commonwealth of Australia (the Corporations Act) and will not be lodged with the Australian Securities and Investment Commission. The Shares and GDRs will be offered to persons in Australia only to the extent that such offers of Shares or GDRs for issue or sale do not need disclosure to investors under Part 6D.2 of the Corporations Act. Any offer of Shares or GDRs received in Australia is void to the extent that it needs disclosure to investors under the Corporations Act. In particular, offers for the issue or sale of Shares and GDRs will only be made in Australia in reliance on various exemptions from such disclosure to investors provided by section 708 of the Corporations Act. Any person to whom Shares or GDRs are issued or sold pursuant to an exemption provided by section 708 of the Corporations Act must not within 12 months after the issue, offer those Shares or GDRs for sale in Australia unless that offer is itself made in reliance on an exemption from disclosure provided by that section.

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TAXATION A10.27.11

The following is a general summary of certain tax consequences of the acquisition, ownership and disposition of the Shares or GDRs based upon the tax laws of the DIFC, the United Kingdom and the United States as in effect on the date of this document, and is subject to changes in the tax laws of the DIFC, United Kingdom or United States, including changes that could have a retroactive effect. It is not a complete analysis of all the potential tax effects relevant to a decision to invest in Shares or GDRs. The following discussion does not take into account or discuss the tax laws of any jurisdiction other than the DIFC, the United Kingdom and the United States, nor does it take into account investor and investor’s individual circumstances. Investors are advised to consult their own tax advisors as to DIFC, United Kingdom, United States or other tax consequences of the acquisition, ownership and disposition of the Shares or GDRs. DIFC Tax Considerations No taxes apply to the Company or the holders of Shares or GDRs in the DIFC, including dividend tax, capital gains tax, stamp duty or any other tax.

As a company domiciled in the DIFC, the Company is subject to a zero rate of corporate income tax for 50 years starting from September 2004, including the income tax relating to our business operations in the DIFC. This zero tax rate also applies to transfers of assets, profits or salaries in any currency to any party outside the DIFC for 50 years from September 2004.

UK Tax Considerations The following statements are intended to apply only as a general guide to current UK tax law and to the current practice of HM Revenue & Customs, each of which is subject to change, possibly with retrospective effect.

They are intended to apply only to holders of the Shares and/or GDRs who are resident or (in the case of individuals) ordinarily resident and domiciled in the UK for UK tax purposes, who hold their Shares and/or GDRs as investments and who are the beneficial owners of their Shares and/or GDRs (and of any dividends paid in respect of them). The statements may not apply to certain classes of holders of the Shares and/or GDRs such as dealers in securities or to persons who (together with their associates) have a 10 per cent. or greater interest in the Company.

Prospective subscribers for or purchasers of Shares and/or GDRs who are in any doubt as to their tax position regarding the acquisition, ownership and disposition of their Shares and/or GDRs or who are subject to tax in a jurisdiction other than the UK or who are not domiciled in the UK should consult their own tax advisers.

Dividends (b) Individuals An individual holder of Shares and/or GDRs (an Individual Holder) who is resident in the UK for tax purposes and who receives a dividend in relation to his or her Shares and/or GDRs will be liable to income tax on the gross amount of the dividend, which will be regarded as the top slice of the Individual Holder's income. A UK resident Individual Holder who is liable to income tax at the basic rate will be subject to income tax on the dividend at the rate of 10 per cent. and a UK resident Individual Holder liable to income tax at the higher rate will be subject to income tax on the dividend at the rate of 32.5 per cent.

UK resident Individual Holders should note that draft legislation in respect of proposed changes to the taxation of personal dividends has been introduced in the Finance Bill 2008 and that it has been announced that further changes will be made in the Finance Bill 2009. If the proposals published in the Finance Bill 2008 are enacted in their current form, with effect from 6 April 2008 individuals in receipt of dividends from non-UK resident companies that are brought into charge to tax would be entitled to a non-payable tax credit of one-ninth of the distribution in the same manner as individuals who receive such dividends from UK-resident companies. (c) Companies A corporate holder of the Shares and/or GDRs (a Corporate Holder) resident in the UK for tax purposes will generally be subject to corporation tax on the gross amount of any dividend in relation to the Shares and/or GDRs at the usual rate of corporation tax applicable to it (currently 28 per cent. for companies paying the full rate of corporation tax).

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A10.28.11

Ledra Marriott Athens, Greece

Chargeable Gains A disposal of the Shares and/or GDRs by a holder who is either resident or (in the case of individuals) ordinarily resident in the UK for tax purposes may, depending on the Holder's circumstances and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of the taxation of chargeable gains.

Under current UK tax law, the rate of tax applicable to chargeable gains accruing to Individual Holders would be equivalent to the rate of income tax applied to their top slice of income. However, the UK Government has published draft legislation in the Finance Bill 2008 providing for significant changes to the capital gains tax regime, which, if enacted in its current form, will apply in relation to disposals of capital assets after 5 April 2008.

The draft legislation provides for a single rate of charge to capital gains tax at 18 per cent. (for the 2008/2009 tax year) and that certain reliefs that previously may have been available (such as taper relief and indexation allowance) will no longer be available. These proposals are not yet law and may be subject to change. Individual Holders may also be entitled to an annual exemption, which for the tax year 2008/2009 exempts from tax the first ÂŁ9,600 of such individual's total chargeable gains. These proposals will not affect Corporate Holders.

Gains arising to UK resident or ordinarily resident Individual Holders who are not domiciled in the UK will only be subject to tax if the proceeds of the gain are remitted to the UK. Any gains remitted to the UK are treated as accruing when they are received in the UK. An Individual Holder who has ceased to be resident or ordinarily resident in the UK for tax purposes for a period of (broadly speaking) less than five years and who disposes of the Shares and/or GDRs during that period may also be liable on his return to the UK to tax on any chargeable gain realised (subject to any available exemption or relief).

Corporate Holders will generally be subject to corporation tax at the usual rate in respect of any change in the gain accruing to them. However, indexation allowance may be available, reducing the amount of the gain chargeable, broadly in line with the rate of inflation.

Stamp Duty and Stamp Duty Reserve Tax (SDRT) No UK stamp duty or SDRT will be payable on the issue of the Shares and/or GDRs and no UK stamp duty or SDRT will be payable on the delivery of the GDRs into DTC, Euroclear and Clearstream.

No UK stamp duty or SDRT will be payable in respect of any dealings in the GDRs within DTC, Euroclear and Clearstream where such dealings are effected in electronic book entry form in accordance with the usual procedures of DTC, Euroclear and Clearstream.

No UK stamp duty will be payable on a transfer of the Shares where any instrument of transfer is not executed in the UK and does not relate to any property situate, or to any matter or thing done or to be done, in the UK. No UK SDRT will be payable in respect of any agreement to transfer the Shares provided that the Shares are not registered in a register kept in the UK.

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US Federal Income Tax Considerations TO ENSURE COMPLIANCE WITH US TREASURY REGULATIONS, EACH POTENTIAL INVESTOR IS HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING US FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER; (B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER. The following is a summary of certain US federal income tax considerations relevant to the purchase, ownership and disposition of Shares or GDRs. The following is not a complete description of all the tax considerations that may be relevant to a particular investor.

This summary addresses only initial purchases of Shares or GDRs by US Holders (as defined below) who hold such Shares or GDRs as capital assets and use the US dollar as their functional currency. It does not address the tax treatment of investors subject to special rules, such as banks, dealers, traders in securities that elect mark to market treatment, insurance companies, tax-exempt entities, holders of a beneficial interest in 10 per cent. or more (directly, indirectly or by attribution) by voting power or value of Shares or GDRs, persons who have ceased to be US citizens or to be taxed as resident aliens, or persons holding Shares or GDRs as part of a hedge, straddle, conversion or other integrated financial transaction. In addition, it does not address consequences relevant to holders of an equity interest in a holder of Shares or GDRs. The US federal income tax treatment of a partner in a partnership that holds Shares or GDRs will depend on the status of the partner and the activities of the partnership. An investor purchasing Shares or GDRs through a partnership should consult an independent tax adviser about the US federal income tax consequences of investing in Shares or GDRs. Each investor is advised to consult its tax advisers about the US federal, state, local and other tax consequences to it of holding and disposing of Shares or GDRs. As used here, US Holder means a beneficial owner of Shares or GDRs that is for US federal income tax purposes (a) a US citizen or individual resident of the United States, (b) a corporation, or an entity treated as a corporation, created or organised in or under the laws of the United States or any state thereof (including the District of Columbia), (c) a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have authority to control all the substantial decisions of such trust or (d) an estate the income of which is subject to US federal income tax regardless of its source.

This summary is based on the tax laws of the United States including the Internal Revenue Code of 1986, its legislative history, existing and proposed regulations thereunder, and published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect.

Generally, holders of GDRs will be treated for US federal income tax purposes as holding the Shares represented by the GDRs. No gain or loss will be recognised upon the exchange of Shares for GDRs or the exchange of GDRs for Shares.

Distributions Subject to the passive foreign investment company rules set out below, cash distributions paid with respect to Shares or GDRs generally will be treated as dividends and included in the gross income of a US Holder as ordinary income to the extent paid out of the Company’s earnings and profits as determined under US federal income tax principles. To the extent that a distribution exceeds the Company’s earnings and profits, it will be treated as a non-taxable return of capital to the extent of the US Holder’s adjusted tax basis in the Shares or GDRs and thereafter as capital gain. US Holders should not expect the Company to maintain calculations of its earnings and profits under US federal income tax principles, and US Holders should therefore expect to treat all cash distributions as dividends for such purposes. The dividends will not be eligible for the dividends-received 118

Jumeirah Conference Centre Dubai, UAE

deduction available to corporations or for the reduced tax rate applicable to “qualified dividend income” of non-corporate taxpayers. Dividends generally will constitute income from sources outside the United States for purposes of the US foreign tax credit. The rules regarding availability of foreign tax credits are complex and US Holders may be subject to various limitations on the amount of foreign tax credits that are available.

Dividends paid in foreign currency will be included as a US dollar amount based on the exchange rate in effect on the date of receipt by a US Holder (or in the case of GDRs, by the Depositary) whether or not the payment is converted into dollars at that time. If the foreign currency so received is converted into US dollars on the date of receipt, a US Holder generally should not recognise foreign currency gain or loss on such conversion. If the foreign currency is not converted into US dollars on the date of receipt, then a US Holder’s tax basis in the foreign currency will equal such US dollar amount. Any gain or loss recognised on a subsequent conversion of the foreign currency for a different currency will generally be US source ordinary income or loss.

Sale or Other Disposition Subject to the passive foreign investment company rules summarised below, a US Holder generally will recognise a capital gain or loss on the sale or other disposition of Shares or GDRs equal to the difference between the amount realised (or the US dollar value of any amount received other than in US dollars) and the US Holder’s adjusted tax basis in the Shares or GDRs. Any gain or loss generally will be treated as arising from US sources.

Such gain or loss, if any, will be a capital gain or loss and will be long-term capital gain (subject to taxation at reduced rates for certain non-corporate US Holders) or loss if the Shares or GDRs were held for more than one year. The deductibility of capital losses is subject to significant limitations.

A US Holder that receives foreign currency on the sale or other disposition of Shares or GDRs will realise an amount equal to the US dollar value of the foreign currency on the date of sale (or in the case of cash basis and electing accrual basis taxpayers, the US dollar value of the foreign currency on the settlement date, if the Shares or GDRs are treated as being “traded on an established securities market”). If a US Holder receives foreign currency upon a sale or exchange of Shares or GDRs, the gain or loss, if any, recognised on the subsequent sale, conversion or disposition of such foreign currency will be ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if such foreign currency is converted into US dollars on the date received by the US Holder (or in the case of cash basis and electing accrual basis taxpayers, the settlement date, if the Shares or GDRs are treated as being “traded on an established securities market”), a US Holder should not recognise any gain or loss on such conversion.

Passive Foreign Investment Company Considerations A corporation organised or incorporated outside the United States is a passive foreign investment company (a PFIC) in any taxable year in which, after taking into account its income and assets and the income and assets of certain subsidiaries either (a) at least 75 per cent. of its gross income is passive income or (b) at least 50 per cent. of the average value of its assets is attributable to assets that produce or are held to produce passive income.

The Company reasonably believes that it is not a PFIC and that it will not become a PFIC after the Offering.

However, because this is a factual determination made at the end of the taxable year, there can be no assurance that the Company will not become a PFIC for any future taxable year.

If the Company were a PFIC in any year during which a US Holder owns Shares or GDRs, the US Holder would be subject to additional taxes on any “excess distributions” received from the Company and from any gain realised from a sale or other disposition of Shares or GDRs (regardless of whether the Company continues to be a PFIC). US Holders may be able to avoid some of these tax consequences by making certain valid elections with respect to Shares or GDRs although the Company does not intend to provide US Holders with the information to make a qualified electing fund (QEF) election, in which case US Holders should assume that a QEF election is unavailable.

Prospective purchasers should consult their tax advisers regarding the potential application of the PFIC regime to the Company, the consequences thereof and the availability of these elections.

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Information Reporting and Backup Withholding In general, payments of dividends with respect to, and the proceeds of a sale, redemption or other disposition of, Shares or GDRs, payable to a US Holder (other than a corporation or other exempt recipient) by a US paying agent or other US intermediary will be reported to the Internal Revenue Service (IRS) and to the US Holder as may be required under applicable regulations. Backup withholding will apply to these payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or otherwise fails to comply with the requirements of the backup withholding rules. Certain US Holders (including, among others, corporations) are not subject to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for certifying their exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a US Holder’s federal income tax liability, and a US Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing all required information.

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Chateau de la Messardiere Saint-Tropez, France

PLAN OF DISTRIBUTION A10.27.17.1

Morgan Stanley is acting as sole global coordinator and Morgan Stanley and UBS Investment Bank are acting as joint bookrunners and joint lead managers of the Offering and as representatives of the Initial Purchasers (the Representatives) named below. Subject to the terms and conditions stated in the subscription agreement among the Company, the Selling Shareholders and the Initial Purchasers dated the date of this prospectus (the Subscription Agreement), each Initial Purchaser named below has agreed to purchase, severally and not jointly, and we and the Selling Shareholders have agreed to sell, severally and not jointly, to that Initial Purchaser, the number of Shares set forth opposite each Initial Purchaser’s name. The Initial Purchasers may elect to receive all or a portion of their allotment of Shares in the form of GDRs (each GDR representing 5 Shares).

A10.28.12 A10.29.2.3.7 A10.29.4.4 OSR A.1.1.1.(5) OSR 1.2.1(2)(d) OSR A.1.2.1(2)(h)

Number of

Initial Purchasers 11111

Shares 1111

Morgan Stanley & Co International plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

UBS Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Global Investment House KSCC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The National Investor (PJSC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

146,216,585 97,477,724 0 11110

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

243,694,309 1111

1111

OSR A.1.2.1(2)(a)

The UAE Retail Offering is being conducted pursuant to a separate Summary Document. Mashreqbank psc has been appointed as the lead receiving bank with respect to the UAE Retail Offering. We are selling Shares under the UAE Retail Offering through a participating brokers agreement among the Company, Mashreqbank psc and certain participating brokers dated 18 April 2008 (the Participating Brokers Agreement). The Offering is conditional on the consummation of the UAE Retail Offering.

A10.29.3.1

We expect to sell 162,992,567 Shares and the Selling Shareholders expect to sell 90,558,488 Shares, in the form of Shares and GDRs in the Offering.

We estimate that the total expenses of this Offering will be US$3.4 million, which includes certain expenses of the Initial Purchasers that we have agreed to reimburse pursuant to the Subscription Agreement. In addition, we will pay to the Initial Purchasers a commission of 2.50% of the amount equal to the offer price set forth on the cover page of this prospectus multiplied by the number of Shares and GDRs sold in the Offering and in connection with the exercise of the Over-allotment Option (to the extent exercised). Therefore, the Initial Purchasers will receive total commissions of approximately US$10.8 million, excluding the fee of 0.75% of the amount equal to the offer price set forth on the cover page of this prospectus multiplied by the number of Shares and GDRs sold in the Offering and in connection with the exercise of the Over-allotment Option (to the extent exercised) which may be payable to the Initial Purchasers by the Company at its sole discretion. All underwriting commissions and reimbursed expenses of the Initial Purchasers will be deducted from the proceeds of the Offering.

The Initial Purchasers propose to resell the Shares and GDRs at the offer price set forth on the cover page of this prospectus in the United States to QIBs in reliance on Rule 144A and outside the United States in reliance on Regulation S. The price at which the Shares and GDRs are offered may be changed at any time.

Neither the Shares nor the GDRs have been or will be registered under the US Securities Act or any state securities laws and may not be offered or sold within the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. In addition, until 40 days after the commencement of the Offering of the Shares and GDRs, an offer or sale of Shares or GDRs within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A. We have given customary representations and warranties to the Initial Purchasers in the Subscription Agreement, including in relation to our businesses, the Shares and GDRs and the contents of this prospectus.

The Selling Shareholders have given certain representations and warranties to the Initial Purchasers, including in relation to their capacity and title to the Shares.

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A10.32.1 OSR A.1.2.1(6)

We and the Selling Shareholders have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the US Securities Act, or to contribute to payments that the Initial Purchasers may be required to make because of any of those liabilities.

If an Initial Purchaser defaults, the Subscription Agreement provides that, in certain circumstances, the purchase commitment of the non-defaulting Initial Purchasers may be increased or the Subscription Agreement may be terminated.

The Subscription Agreement provides that the obligations of the Initial Purchasers are subject to certain conditions precedent that are typical for an agreement of this nature. These conditions include, among others, the accuracy of the representations and warranties, the approval of legal matters by counsel and the application for the DIFX Admission and UKLA Admission having been approved on or prior to the Closing Date. In addition, the Initial Purchasers may terminate the Subscription Agreement prior to the Closing Date in certain specified circumstances that are typical for an agreement of this nature. These include the occurrence of certain material changes in our condition, financial or otherwise, or in our earnings, business affairs or business prospects and certain changes in financial, political or economic conditions (as more fully set out in the Subscription Agreement).

If any of the above-mentioned conditions are not satisfied (or waived, where capable of being waived) by, or the Subscription Agreement is terminated prior to, the Closing Date, then this Offering will lapse.

A10.29.2.4.1

Over-allotment Option

A10.29.2.4.2

The Company has granted to the Initial Purchasers the Over-allotment Option, exercisable from time to time for 30 days from the announcement of the offer price, to purchase up to 25,355,106 Shares, in the form of Shares and GDRs, at the offer price, less the applicable commissions. The Initial Purchasers may exercise the option solely for the purpose of covering over-allotments. To the extent the option is exercised, each Initial Purchaser must purchase an additional number of Shares and GDRs approximately proportionate to that Initial Purchaser’s underwriting commitment.

A10.29.2.4.3

A10.27.14

Lock-up Period

OSR A.1.2.1(3)

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

The Selling Shareholders and all other existing shareholders of the Company (together with the Selling Shareholders, the Current Shareholders) have agreed to a similar lock-up for a period ending 6 months after the date of this prospectus with respect to 100% of their respective shareholdings in the Company and for a period ending 12 months after the date of this prospectus with respect to 65% of their respective shareholdings in the Company. The Current Shareholders have further agreed to consult and coordinate any sale of shares with the other Current Shareholders until 24 months after the date of this prospectus. The lock-up on Current Shareholders’ sales does not prohibit any Current Shareholder from selling any shares to any other Current Shareholder.

A10.29.31

Pricing of this Offering Prior to this Offering, there has been no public market for the Shares or GDRs. Consequently, the offer price for the Shares and GDRs was determined by negotiations among us, the Selling Shareholders and the Representatives. Among the factors considered in determining the offer price were our record of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to the Company.

122

La Cigale Doha, Qatar

The Shares and GDRs will constitute a new class of securities with no established trading market. We cannot assure you that the prices at which the Shares and GDRs will sell in the market after this Offering will not be lower than the initial offer price or that an active trading market for the Shares or GDRs will develop and continue after this Offering. The Initial Purchasers have advised us that they currently intend to make a market in the GDRs on the London Stock Exchange. However, they are not obligated to do so and they may discontinue any market-making activities with respect to the GDRs at any time without notice. Accordingly, we cannot assure you as to the liquidity of or the trading market for the GDRs. A10.30.5

Price Stabilisation

A10.30.6

In connection with this Offering, the Initial Purchasers may purchase and sell Shares and GDRs in the open market. These transactions may include over-allotment, syndicate covering transactions and stabilising transactions. Over-allotment involves sales of Shares and/or GDRs in excess of the principal amount of shares and/or GDRs to be purchased by the Initial Purchasers in this Offering, which creates a short position for the initial purchases. Covering transactions involve purchases of the Shares and/or GDRs in the open market after the distribution has been completed in order to cover short positions. Stabilising transactions consist of certain bids or purchases of Shares and/or GDRs made for the purpose of preventing or retarding a decline in the market price of the Shares and/or GDRs. Any of these activities may have the effect of preventing or retarding a decline in the market price of the Shares and/or GDRs. They may also cause the price of the Shares and/or GDRs to be higher than the price that otherwise would exist in the open market in the absence of these transactions. Morgan Stanley, on behalf of the Initial Purchasers, may conduct these transactions in the over-the-counter market or otherwise in accordance with the Price Stabilising Rules of the UK Financial Services Authority and the DFSA. If the Initial Purchasers commence any of these transactions, they may discontinue them at any time.

Allocation The Offering comprises the US Offering, the International Offering, the Exempt Offering and the UAE Retail Offering. The allocation of Shares and GDRs among the US Offering, the International Offering, the Exempt Offering and the UAE Retail Offering will be determined by the Representatives, the Selling Shareholders and us.

The National Investor (PJSC) and Global Investment House KSCC will not participate in the determination of the allocation of Shares and GDRs. Factors that may be taken into account by the Representatives, the Selling Shareholders and us when determining the allocations among prospective investors in the event of over-subscription may include participation in the marketing process for the Offering, holding behaviour in previous offerings, holdings in similar companies, shareholder demographics, pre-funding of indication of interests and other factors that we, the Representatives and the Selling Shareholders may deem relevant.

Unconditional Dealings Unconditional dealings in the Shares on the DIFX and the GDRs on the London Stock Exchange are expected to commence upon listing of the Shares on the DIFX and admission to trading of the GDRs on the London Stock Exchange, respectively. The dates and times may be changed. Dealings prior to the commencement of unconditional dealings will not take place. Accordingly, dealings in the Shares prior to listing on the DIFX will not take place and conditional dealings in the GDRs will not take place prior to admission to trading on the London Stock Exchange.

Relationship between the Company and the Initial Purchasers in the Offering The Initial Purchasers have performed investment banking and advisory services for us from time to time for which they have received customary fees and expenses. In addition, certain of the Initial Purchasers have, or may have, equity ownership in the Company, either directly or through their affiliates. The Initial Purchasers may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business.

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A10.30.7 A10.30.8 A10.30.9

SETTLEMENT AND DELIVERY OSR A.1.2.1(2)(d) OSR A.1.2.1(4)

DIFX Trading of the Shares will take place through the trading system of the DIFX. Shares may be held either in accounts opened with the CSD by the holders thereof or though custodian omnibus accounts and the ownership of the Shares will be evidenced by the holdings in such accounts. Clearing and settlement of trades on the DIFX by brokers or custodians may be performed only through members of the DIFX that are Clearing Members. Each Clearing Member must hold a securities account with the CSD and a cash account with a designated settlement bank for settlement purposes. Similarly, a custodian needs to hold an omnibus account with the CSD and a cash account with a settlement bank for settlement of off-exchange trades. Settlement of securities trading on the DIFX is governed by the DIFX Business Rules.

Clearing and Settlement of GDRs Custodial and depositary links have been established between Euroclear, Clearstream and DTC to facilitate the initial issue of the GDRs and cross-market transfers of the GDRs associated with secondary market trading.

The Clearing Systems Euroclear and Clearstream Euroclear and Clearstream each hold securities for participating organisations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Euroclear and Clearstream have established an electronic bridge between their two systems across which their respective customers may settle trades with each other. Indirect access to Euroclear or Clearstream is also available to others, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream participant, either directly or indirectly.

Distributions of dividends and other payments with respect to book-entry interests in the GDRs held through Euroclear or Clearstream will be credited, to the extent received by the Depositary, to the cash accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures.

DTC DTC has advised us as follows: DTC is a limited-purpose trust company organised under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for DTC participants and facilitates the clearance and settlement of securities transactions between DTC participants through electronic computerised book-entry changes in DTC participants’ accounts.

DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organisations. Indirect access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly.

Holders of book-entry interests in the GDRs holding through DTC will receive, to the extent received by the Depositary, all distributions of dividends or other payments with respect to book-entry interests in the GDRs from the Depositary through DTC and DTC participants. Distributions in the United States will be subject to relevant US tax laws and regulations. See “Taxation—US Federal Income Tax Considerations”.

As DTC can act on behalf of DTC direct participants only, who in turn act on behalf of DTC indirect participants, the ability of beneficial owners who are indirect participants to pledge book-entry interests in the

124

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Rotana Al Ain, UAE

GDRs to persons or entities that do not participate in DTC, or otherwise take actions with respect to book-entry interests in the GDRs, may be limited.

Registration and Form Book-entry interests in the GDRs held through Euroclear and Clearstream will be represented by the Master Regulation S GDR registered in the name of BT Globanet Nominees Limited, as nominee of Deutsche Bank AG, London branch as common depositary for Euroclear and Clearstream. Book-entry interests in the GDRs held through DTC will be represented by the Master Rule 144A GDR registered in the name of Cede & Co., as nominee for DTC, which will be held by the Depositary as custodian for DTC. As necessary, the Registrar will adjust the amounts of GDRs on the relevant register for the accounts of the common nominee and nominee, respectively, to reflect the amounts of GDRs held through Euroclear, Clearstream and DTC, respectively. Beneficial ownership in the GDRs will be held through financial institutions as direct and indirect participants in Euroclear, Clearstream and DTC. The aggregate holdings of book-entry interests in the GDRs in Euroclear, Clearstream and DTC will be reflected in the book-entry accounts of each such institution. Euroclear, Clearstream and DTC, as the case may be, and every other intermediate holder in the chain to the beneficial owner of book-entry interests in the GDRs, will be responsible for establishing and maintaining accounts for their participants and customers having interests in the book-entry interests in the GDRs. The Depositary will be responsible for maintaining a record of the aggregate holdings of GDRs registered in the name of the common nominee for Euroclear and Clearstream and the nominee for DTC. The Depositary will be responsible for ensuring that payments received by it from us for holders holding through Euroclear and Clearstream are credited to Euroclear or Clearstream, as the case may be, and the Depositary will also be responsible for ensuring that payments received by it from us for holders holding through DTC are received by DTC. The address for DTC is P.O. Box 5020, New York, NY 10274, United States of America. The address for Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium. The address for Clearstream is L-2967 Luxembourg, Luxembourg.

We will not impose any fees in respect of the GDRs; however, holders of book-entry interests in the GDRs may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear, Clearstream or DTC and certain fees and expenses payable to the Depositary in accordance with the terms of the Deposit Agreement.

Global Clearance and Settlement Procedures Initial Settlement The GDRs will be in global form evidenced by the two Global Master GDRs. Purchasers electing to hold book-entry interests in the GDRs through Euroclear and Clearstream accounts will follow the settlement procedures applicable to depositary receipts. DTC participants acting on behalf of purchasers electing to hold book-entry interests in the GDRs through DTC will follow the delivery practices applicable to depositary receipts.

Secondary Market Trading Transfer restrictions For a description of the transfer restrictions relating to the GDRs, see “Transfer and Selling Restrictions�.

Trading between Euroclear and Clearstream participants Secondary market sales of book-entry interests in the GDRs held through Euroclear or Clearstream to purchasers of book-entry interests in the GDRs through Euroclear or Clearstream will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the normal procedures applicable to depositary receipts.

Trading between DTC participants Secondary market sales of book-entry interests in the GDRs held through DTC will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to depositary receipts, if payment 125

is effected in US dollars, or free of payment, if payment is not effected in US dollars. Where payment is not effected in US dollars, separate payment arrangements outside DTC are required to be made between the DTC participants.

Trading between DTC seller and Euroclear/Clearstream purchaser When book-entry interests in the GDRs are to be transferred from the account of a DTC participant to the account of a Euroclear or Clearstream participant, the DTC participant must send to DTC a delivery free of payment instruction at least two business days prior to the settlement date. DTC will in turn transmit such instruction to Euroclear or Clearstream, as the case may be, on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream participant. On the settlement date, DTC will debit the account of its DTC participant and will instruct the Depositary to instruct Euroclear or Clearstream, as the case may be, to credit the relevant account of the Euroclear or Clearstream participant, as the case may be. In addition, on the settlement date, DTC will instruct the Depositary to (i) decrease the amount of book-entry interests in the GDRs registered in the name of a nominee for DTC and represented by the Master Rule 144A GDR and (ii) increase the amount of book-entry interests in the GDRs registered in the name of the common nominee for Euroclear and Clearstream and represented by the Master Regulation S GDR. Trading between Clearstream/Euroclear seller and DTC purchaser When book-entry interests in the GDRs are to be transferred from the account of a Euroclear or Clearstream participant to the account of a DTC participant, the Euroclear or Clearstream participant must send to Euroclear or Clearstream a delivery free of payment instruction at least one business day prior to the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream participant, as the case may be. On the settlement date, Euroclear or Clearstream, as the case may be, will debit the account of its participant and will instruct the Depositary to instruct DTC to credit the relevant account of Euroclear or Clearstream, as the case may be, and will deliver such book-entry interests in the GDRs free of payment to the relevant account of the DTC participant. In addition, Euroclear or Clearstream, as the case may be, shall on the settlement date instruct the Depositary to (i) decrease the amount of the book-entry interests in the GDRs registered in the name of the common nominee and evidenced by the Master Regulation S GDR and (ii) increase the amount of the book-entry interests in the GDRs registered in the name of a nominee for DTC and represented by the Master Rule 144A GDR. General Although the foregoing sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate the transfers of interests in the GDRs among participants of Euroclear, Clearstream and DTC, none of Euroclear, Clearstream or DTC are under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time.

None of the Company, the Initial Purchasers, the Depositary, the Custodian or their respective agents will have any responsibility for the performance by Euroclear, Clearstream or DTC or their respective participants of their respective obligations under the rules and procedures governing their operations.

Pre-issue Trades Settlement It is expected that delivery of GDRs will be made against payment therefor on the Closing Date thereof, which could be more than three business days following the date of pricing of the GDRs. Pursuant to Rule 15c6-1 under the Exchange Act, trades in the United States secondary market generally are required to settle within three business days (T+3), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade GDRs in the United States on the date of pricing or the next succeeding business days until three days prior to the relevant Closing Date will be required, by virtue of the fact the GDRs initially will settle beyond T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Settlement procedures in other countries will vary. Purchasers of GDRs may be affected by such local settlement practices and purchasers of GDRs between the date of pricing and the relevant Closing Date should consult their own adviser.

126

Sheraton Kamp Helsinki, Norway

INFORMATION RELATING TO THE DEPOSITARY A.10.26

The Depositary is Deutsche Bank Trust Company Americas. The Depositary is a state chartered New York banking corporation and a member of the United States Federal Reserve System, subject to regulation and supervision principally by the United States Federal Reserve Board and New York State Banking Department.

The Depositary was incorporated on March 5, 1903 in the State of New York. The registered office of the Depositary is located at 60 Wall Street, New York, New York 10005 and the registered number is BR1026.

The principal executive office of the Depositary is located at 60 Wall Street, New York NY 10005, United States of America. The Depositary operates under the laws and jurisdiction of the State of New York.

A10.26.1 A10.26.2 A10.26.3

LEGAL MATTERS A10.27.2

Certain legal matters relating to the Offering governed by DIFC law, US law and English law will be passed on for the Company by, Allen & Overy LLP, DIFC, US and English counsel to the Company. The validity of the Shares and certain other UAE and DIFC legal matters relating to the Offering will be passed on for the Company

by Al Tamimi & Company.

Certain matters governed by US law and English law will be passed on for the Initial Purchasers by Cleary Gottlieb Steen & Hamilton LLP, US and English counsel to the Initial Purchasers.

INDEPENDENT AUDITORS

A10.2.1 OSR A.1.1.1(9)

The consolidated financial statements for Depa United Group (PJSC) at and for the years ended 31 December 2007 and 2006 included in this prospectus have been audited by Deloitte & Touche (M.E.), independent auditors, as stated in their report appearing herein. The address of Deloitte & Touche (M.E.), P.O. Box 990, Bin Ghanem Tower, 10th Floor, Hamdan Street, Abu Dhabi, UAE. The combined financial statements for Depa Interiors LLC; Depa Decor, Contracting & General Maintenance Co. LLC; Pino Meroni Yacht Interiors LLC; Depa for Hotels SAE; and Pino Meroni Wood & Metal Industries at and for the years ended 31 December 2005 included in this prospectus have been audited by Deloitte & Touche (M.E.), independent auditors, as stated in their report appearing herein. The address of Deloitte & Touche (M.E.), P.O. Box 990, Bin Ghanem Tower, 10th Floor, Hamdan Street, Abu Dhabi, UAE. The combined financial statements for Eldiar Furniture Manufacturing and Decoration LLC and Deco Emirates LLC at and for the years ended 31 December 2005 included in this prospectus have been audited by Deloitte & Touche (M.E.), independent auditors, as stated in their report appearing herein. The address of Deloitte & Touche (M.E.), P.O. Box 990, Bin Ghanem Tower, 10th Floor, Hamdan Street, Abu Dhabi, UAE.

127

A10.20.3.1

ADDITIONAL INFORMATION 1.

We were incorporated in the DIFC under the Companies Law No. 3 of 2006 of the DIFC (the DIFC Companies Law) on 25 February 2008 under the name Depa Limited as a company limited by shares in the DIFC with registration number 0567. Our registered address is Level 18, Al Reem Tower, Al Maktoum Street, P.O. Box 56338, Dubai, UAE and our telephone number is +971 4224 3800. Our website address is www.depa.com. The content of our website is not incorporated into, and does not form part of, this prospectus. Our main administrative office and headquarters are located at Level 18, Al Reem Tower, Al Maktoum Street, P.O. Box 56338, Dubai, UAE.

2.

We expect our Shares to be issued and admitted to the Official List of Securities of the DIFX on or about 23 April 2008 and the GDRs will be admitted to the Official List of the UKLA on or about 23 April 2008.

Application has also been made to have the GDRs designated as eligible for trading on the IOB system of the London Stock Exchange. Transactions will normally be effected for delivery on the third working day after the day of the transaction.

3.

The Rule 144A GDRs will be accepted for clearance through the facilities of DTC and the Regulation S GDRs will be accepted for clearance through Euroclear and Clearstream. The Common Code for the Regulations S GDRs is 035279792, the ISIN for the Regulation S GDRs is US2495082016, the CUSIP number for the Regulation S GDRs is 249508 201 and the SEDOL for the Regulation S GDRs is B2QN385. The Common Code for the Rule 144A GDRs is 035279784, the ISIN for the Rule 144A GDRs is US2495081026, the CUSIP number for the Rule 144A GDRs is 249508 102 and the SEDOL for the Rule 144A GDRs is B2QN3F2. The ISIN for the Shares is AEDFXA0NFP81.

4.

There has been no significant change in the financial or trading position of the Company or the Group as a whole since 31 December 2007 (the date of the latest audited financial statements).

5.

The Company owns 474,999,990 (99.9%) of the 475 million shares in the capital of Depa United Group (PJSC). The balance 10 shares are owned by The National Investor (PJSC) and Mr. Mohannad Sweid in order to satisfy the requirement under the UAE Companies Law that all private joint stock companies established in the UAE must have at least three shareholders.

6.

The following table sets forth details of our significant operating subsidiaries, associates and affiliates and their countries of incorporation, as at the date of this prospectus.

Company’s beneficial ownership

Country of incorporation

1111

Principal activities

Depa Interiors LLC

100%

UAE

Depa Interiors LLC (Syria Branch)

N/A

Syria

Depa Albarakah LLC

80%

UAE

Mivan Depa Contracting LLC

60%

UAE

Pino Meroni Yacht Interiors LLC Depa Decor, General Contracting and Maintenance Co. LLC Deco Emirates LLC Depa Saudi LLC

100% 100%

UAE UAE

100% 100%

Depa Qatar WLL

100%

UAE Kingdom of Saudi Arabia Qatar

Interior fit-out and refurbishment works.

Interior fit-out and refurbishment works.

Contracting of partitions and false ceilings and gypsum products.

Specialist and theme orientated interior fit-out works.

Yacht interior fit-out works.

Interior fit-out and refurbishment works.

Shop fit-out.

Interior fit-out and refurbishment works.

Interior fit-out and refurbishment works.

11

Name

1111

111111

Interior contracting companies:

128

A10.5.1.1 A10.5.1.2 A10.5.1.3 A10.5.1.4 A10.7.1 A10.25.1 OSR A.1.1.1(1)

OSR A.1.2.1(1)(a)(i)

A10.27.1

OSR A.1.1.1(16)(b) A10.20.8

A10.7.2 OSR A.1.1.1(3)

The Fairmont Cairo, Egypt

Name 11

DEPAMAR SARL

Company’s beneficial ownership 1111

Country of incorporation 1111

80%

Morocco

Principal activities 111111

Interior fit-out and refurbishment works.

Interior fit-out and refurbishment works.

Interior fit-out and refurbishment works.

Interior fit-out and refurbishment works.

Interior fit-out and refurbishment works.

Supply and contracting of lighting fixtures.

Supply of facade and interior fit-out and refurbishment works for airports and hospitals.

Depa Syria for Contracting & Property Development (JSC) Depa for Development Co. Ltd.

100%

Syria

80%

Republic of Sudan

Depa for Hotels SAE

82.68%

Egypt

Depa India Private Limited

97%

India

Decolight Trading LLC

45.1%

UAE

Lindner Depa Interiors LLC (under formation)

51%

UAE

Manufacturing companies: Dragoni International LLC

60%

UAE

Furniture manufacturing, insulations contracting, partition and false ceiling works.

Eldiar Furniture Manufacturing and Decoration LLC

100%

UAE

Manufacturing of wooden doors, wardrobes, furniture and joinery.

Pino Meroni for Wood & Metal Industries Company SAE

86.17%

Egypt

Eldiar India Private Ltd

100%

India

Design Studio Furniture Manufacturer Ltd

16.79%

Singapore

Jordan Wood Industries Co. Ltd

18.24%

Jordan

Thailand Carpet Manufacturing Public Company Limited Procurement entities: The Parker Company

25.98%

Thailand

Manufacturing of wood and steel furniture and accessories.

Manufacturing of wooden doors, wardrobes, furniture and joinery.

Manufacturing of high-end cabinetry, panelling and other furniture components.

Manufacturing of cabinetry, wardrobes, high-end doors, furniture and panelling.

Manufacturing of carpets.

51%

USA

FF&E procurement services.

The Parker Company (Middle East) FZ-LLC (under acquisition) Depa Interiors LLC (China representative office)

51% N/A

UAE Registered as a representative office in China

FF&E procurement services Procurement services for Group companies.

Investment entities: Al Tawasoul Property Development Company LLC

15.6%

UAE

Real estate investment

129

INT ER IOR FIT-O UT

D ep a Interiors LLC (S yria Branc h )

10 0%

130

INV ES T M E NT

15 .6%

49 %

10 0%

D ep a Q atar W LL (Q atar)

51 %

49 %

D ep a D ec or, G en eral C on trac tin g & G en eral M ainten anc e C o LLC (A b u D h ab i)

Sh ahin A l Suleti

D ep a For D evelop m en t C o.

Ltd. (S u d an )

80 %

51%

Pin o M eron i Yac ht Interiors LLC (D u b ai)

10 0%

D ec o E m irates LLC (A b u D h ab i)

A I Tawasoul Proper ty Development Company LLC

M iv an D ep a (Q atar B ranc h )

29 %

Depa Albarak ah LLC (Dubai)

18 %

M iv an D ep a C on trac tin g L LC (D u b ai)

42%

10 %

D ep a S au d i LLC (K SA )

90 %

DEPAMAR SARL (Morocco)

45 .1%

65 %

D ec olig h t Trad in g LLC (D u b ai)

D ep a U n ited C on trac tin g C om p any (Lib y a) *

97 %

10 0% D ep a M au ritius ( M au ritius)

D ep a Ind ia Private L im ited (Ind ia)

82 .68 %

Depa for Hotels SAE (Egypt)

80 %

99 %

D epa Inte riors LLC (D ubai)

* Indicates company under formation (it is expected that these companies will be owned as shown) **Company in the process of being acquired by us

D ep a S yria

Lin d er D ep a Interiors L LC*

51 %

51%

D epa U nited G ro up PJS C

99 . 9 %

D epa Lim ite d

M AN U FAC T UR ING

D rag on i Intern ation al LLC (D u b ai)

18 %

E ldiar Fu rniture M an uf ac tu rin g an d D ec oration LLC (A b u D h ab i)

10 0%

42 %

16.79% 86 .17 %

25.98%

Pin o M eron i for M etal & W ood en In d ustries (Eg yp t)

Thailand Carpet Manufac turing Public Company Ltd ( Thailand)

D es ig n S tud io Furnitu re M an uf ac tu rer Ltd (Sing ap ore)

18 .24 %

Depa Interiors L LC (C h i n a R epres en tative Office)

PR OC UR EM ENT

T h e P ark er C om p any (U S A)

51 %

Jord an W ood In d us tries Plc

10 0%

T h e P arker C om p any (M idd le E ast) F Z -L LC**

51 %

D ep a U S A H old in g C om p any (D elaw are)

10 0%

D ep a H u n g ar y kft

7.

The following chart illustrates our organisational structure immediately following the Offering:

Sheraton Al Muntazah Doha, Egypt

8.

The following table presents a breakdown of contract income of primary interior contracting, manufacturing and procurement subsidiaries derived from their underlying financial statements for the periods indicated: As of 31 December 2007 qqqqqqqqqqqqqq 2005 2006 2007 2007 qqq qqq qqq qqq (unconsolidated)(1) (AED millions)

Depa Interiors LLC (interior contracting) . . . . . . . . . . . . . . . . . . . . . . .

Depa Decor, General Contracting and Maintenance Co LLC (interior contracting) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa for Hotels SAE (interior contracting)(2) . . . . . . . . . . . . . . . . . . . . .

Depa Albarakah LLC (interior contracting)(3) . . . . . . . . . . . . . . . . . . . . .

DEPAMAR SARL (interior contracting)(4) . . . . . . . . . . . . . . . . . . . . . . .

Deco Emirates LLC (interior contracting) . . . . . . . . . . . . . . . . . . . . . . .

Mivan Depa Contracting LLC (interior contracting) . . . . . . . . . . . . . . .

Pino Meroni Yacht Interiors LLC (interior contracting) . . . . . . . . . . . . .

Eldiar Furniture Manufacturing and Decoration LLC (manufacturing) .

Pino Meroni for Wood & Metal Industries Company SAE (manufacturing)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dragoni International LLC (interior contracting)(5) . . . . . . . . . . . . . . . . .

Depa Mauritius (Depa India Private Limited) . . . . . . . . . . . . . . . . . . . .

The Parker Company (procurement)(6) . . . . . . . . . . . . . . . . . . . . . . . . . .

(US$ millions)

121.6

397.5

735.3

200.35

28.6 25.3 – – 59.6 4.2 18.7 24.7

122.4 84.2 9.1 – 100.0 186.4 23.1 43.3

115.9 70.6 13.7 55.4 115.2 97.1 34.4 55.2

31.58 19.24 3.73 15.10 31.39 26.45 9.37 15.04

4.1 56.5 19.5

13.6 78.6 24.0

9.0 97.9 7.0 30.2

2.45 26.68 1.9 8.20

–––––––––– (1) We provide certain audited unconsolidated financial information as we believe it is helpful to understand certain trends in our underlying businesses. As this financial information is not prepared on a consolidated basis, it does not contain all of the necessary information to help you understand or discern trends with respect to our historical consolidated financial statements This table should be read together with “Selected Financial and Operating Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements and related notes included elsewhere in this prospectus.

(2) The exchange rate for LE against AED was 0.6353 as at 31 December 2005 and 0.645 as at 31 December 2006, in each case as quoted

by OANDA based on interbank rates.

(3) Established in 2006.

(4) Established in 2007.

(5) Acquired in 2006.

(6) Acquired in 2007.

9.

The GDRs are not denominated in any currency and have no nominal or par value. The offer price was determined based on the results of the book building exercise conducted by the Initial Purchasers.

The prospectus and the results of the Offering will be made available to the public by us at the offices in London of Morgan Stanley and UBS Investment Bank and at our registered office upon the closing of the Offering.

10. For the purpose of compliance with the Prospectus Rules, Deloitte & Touche (M.E.) has given and has not withdrawn its written consent to the inclusion in this document of its name, its auditors reports and references to its name and those documents in the form and context in which they appear for the purpose of Annex X item 23.1 to the Prospectus Rules and has authorised the contents of those parts of this document which comprise its reports for the purposes of paragraph 5.5.4R(2)(f) of the Prospectus Rules. For the purposes of paragraph 5.5.4R(2)(f) and item 1.2 of Annex X of the Prospectus Rules, Deloitte & Touche (M.E.) declares that it is responsible for its auditor’s reports and confirms, having taken all reasonable care to ensure that such is the case, the information contained in the parts of this prospectus for which it is responsible is in accordance with the facts and contains no omission likely to affect its import. A written consent under the Prospectus Rules is different from a consent filed with the US Securities and Exchange Commission under Section 7 of the US Securities Act. As the GDRs have not and will not be registered under the US Securities Act, a consent has not been filed under Section 7 of the US Securities Act.

A10.23.1

11. The issue of this document and the transactions referred to herein (including the issuance of 25,355,106 additional Shares) were approved by our Board of Directors during a board meeting held on 24 March 2008 and written resolutions of our Board of Directors dated 17 April 2008 and by our shareholders pursuant to resolutions adopted on 16 April 2008. All consents, approvals, authorizations or orders required for the sale of the Shares and the offer of the Shares and GDRs under the Articles and the prevailing laws of UAE and the United Kingdom have been or are expected to be given or obtained.

A10.27.9

131

12. Set forth below are summaries of each material contract, other than contracts entered into in the ordinary course of business, to which we are a party, for the two years immediately preceding publication of this prospectus, or any other contracts, other than contracts entered into in the ordinary course of business, entered into by us, which contain any provisions under which we have any obligation or entitlement material at the date of this prospectus:

A10.22

A10.5.2.2 A10.5.2.3 A10.6.1.2

11.1 Arab Bank Multicurrency Revolving Facility Agreement US$50.0 million credit facility dated 27th September 2006 from Arab Bank in favour of Depa United Group (PJSC), Depa Interiors LLC and various subsidiaries.

11.2 Mashreqbank psc Facilities AED 540.0 million facilities dated 19 July 2007 provided by Mashreqbank psc in favour of Depa United Group (PJSC) for the benefit of various subsidiaries.

11.3 BNP Paribas Facility US$55.0 million syndicated term facility agreement dated 6 December 2007 between BNP Paribas and Depa Interiors LLC. 11.4 Commercial Bank of Dubai AED 100.0 million facility dated 22 May 2007 between Commercial Bank of Dubai and Depa Interiors LLC. AED 133.5 million facility dated 15 July 2007 between Commercial Bank of Dubai and Depa Interiors LLC in relation to the Anantara Palm Jumeirah project.

11.5 Union National Bank Various facilities between Union National Bank and Depa Interiors LLC up to a total of AED 276.0 million.

11.6 Burj Dubai Finance agreement between Depa Interiors LLC, Mashreqbank PSC and HSBC for credit facilities of AED 430.0 million to finance the Burj Dubai fit-out contract.

11.7 Dubai Islamic Bank AED 200.0 million credit facility between Dubai Islamic Bank and Depa Interiors LLC dated 10 April 2007.

11.8 Arab Bank plc (Dubai) Credit facilities from Arab Bank plc (Dubai branch) in favour of Depa Interiors LLC deals up to a total of AED 228.0 million.

13.

Copies of the following will be available for inspection and may be obtained free of charge, during normal business hours on any weekday (public holidays excepted), at the offices of Allen & Overy LLP at suite 101/202, Level 1 & 2, The Gate Village Building GV08, Dubai International Financial Centre, Dubai, United Arab Emirates until the later of 14 days from the date of this document and the DIFX Admission: •

Depa Limited’s Articles of Association;

•

the Deposit Agreement;

•

the Subscription Agreement; and 132

A10.24

Grand Hyatt Muscat, Oman

•

the audited combined financial statements of our predecessor group companies as of and for the year ended 31 December 2005 and the audited consolidated financial statements of Depa United Group (PJSC) as of and for the years ended 2006 and 2007, together with the auditors’ reports relating thereto.

14. Upon DIFX Admission, this prospectus will be published on the website of the DIFX at www.difx.ae.

133

[THIS PAGE INTENTIONALLY LEFT BLANK]

INDEX TO FINANCIAL STATEMENTS A10.20.1 A10.20.2

DEPA UNITED GROUP (PJSC)

A10.20.4.1

Audited Consolidated Financial Statements for the year ended 31 December 2007 and the period from 15 January to 31 December 2006 Report of the Directors ............................................................................................................................

Independent Auditor’s Report ..................................................................................................................

Consolidated Balance Sheet.....................................................................................................................

Consolidated Income Statement ..............................................................................................................

Consolidated Statement of Changes in Equity ........................................................................................

Consolidated Statement of Cash Flows ...................................................................................................

Notes to the Consolidated Financial Statements .....................................................................................

F-2 F-3 F-5 F-6 F-7 F-8 F-9

DEPA GROUP OF COMPANIES (DEPA PREDECESSOR GROUP) Audited Combined Financial Statements for the year ended 31 December 2005 Independent Auditor’s Report ..................................................................................................................

Combined Balance Sheet .........................................................................................................................

Combined Income Statement...................................................................................................................

Notes to the Combined Financial Statements..........................................................................................

F-46 F-48 F-49 F-50

DECO AND ELDIAR ESTABLISHMENTS (DECO-ELDIAR PREDECESSOR GROUP) Combined Financial Statements for the year ended 31 December 2005 Independent Auditor’s Report ..................................................................................................................

Combined Balance Sheet .........................................................................................................................

Combined Income Statement...................................................................................................................

Notes to the Combined Financial Statements..........................................................................................

F-69 F-71 F-72 F-73

F-1

OSR A.1.1.1(10) OSR A.1.1.1(11) OSR A.1.2.1(10)

DEPA UNITED GROUP P.J.S.C. REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2007 AND THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006.

The Directors have pleasure in submitting their report, together with the audited consolidated financial statements of Depa United Group P.J.S.C. (the “Company”) and its subsidiaries (together referred to as the “Group”) for year ended 31 December 2007 and the period from 15 January 2006 (inception) to 31 December 2006.

Principal activity

The principal activities of the Group are interior design and decoration.

Results and appropriation of income

Revenue for the year was AED 1,420 million compared with AED 1,048 million for the preceding year.

Net profit for the year attributable to equity holders of the parent was AED 160 million compared with AED 93 million for the preceding year.

The proposed appropriation of profits is as follows: AED ’000 1111

Retained earnings at 1 January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer to statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

79,749 160,460 (23,499) (876) (51,540) 1111

Retained earnings at 31 December 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

164,294 11 11

Release

The Directors release from liability the Board of Directors and the external auditors in connection with their duties for the year ended 31 December 2007 and the period from 15 January 2006 (inception) to 31 December 2006.

Auditors

A resolution proposing the reappointment of Deloitte & Touche as auditors of the Company for the year ending 31 December 2008 will be put to the Annual General Meeting.

On behalf of the Board

......................

Abdullah Al Mazrui

......................

Mohannad Sweid

Chairman

Chief Executive Officer

F-2

Deloitte & Touche (M.E.) Bin Ghanim Tower, 10th floor Hamdan Street P.O. Box 990, Abu Dhabi United Arab Emirates Tel: +971 (2) 676 0606 Fax: +971 (2) 676 0644 www.deloitte.com

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Depa United Group P.J.S.C. Dubai, UAE Report on the financial statements

We have audited the consolidated financial statements of Depa United Group P.J.S.C. (the “Company”) and its subsidiaries (together the “Group”), which comprise the consolidated balance sheet as at 31 December 2007 and 2006, and the consolidated statements of income, changes in equity and cash flow for the year ended 31 December 2007 and for the period from 15 January 2006 (inception) to 31 December 2006, and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of 31 December 2007, and of its financial performance and its cash flows for the year ended 31 December 2007 and for the period from 15 January 2006 (inception) to 31 December 2006 in accordance with International Financial Reporting Standards.

F-3

INDEPENDENT AUDITOR’S REPORT (Continued) Report on other legal and regulatory requirements

Also, in our opinion, proper books of account are maintained by the Group, a physical inventory was properly conducted, and the information included in the Board of Directors’ report is in agreement with the books of account. We have obtained all the information and explanations which we considered necessary for the purpose of our audit. According to the information available to us, there were no contraventions of the UAE Federal Commercial Companies Law No. (8) of 1984 (as amended) or the Articles of Association of the Company which might have a material effect on the financial position of the Company or on the results of its operations for the year.

Deloitte & Touche

Saba Sindaha Registration No. 410 28 March 2008

Member of Deloitte Touche Tohmatsu

Audit . Tax . Consulting . Financial Advsory .

F-4

DEPA UNITED GROUP P.J.S.C. CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2007 AND 2006 2007

2006

Notes 1111 11 (restated) 11 11 AED

ASSETS Non-current assets Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investment in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract retentions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Long term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due from a related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred taxable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other non current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Held to maturity investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7 259,685,137 194,755,412 5 163,433,196 112,347,875 6 117,042,379 135,374,607 8 80,188,893 16,219,258 75,840,456 24,039,153 11 32,421,850 – 9 7,715,565 19,160,743 21 7,306,010 6,499,981 1,984,335 743,461 12 185,025 1,913,127 10 1111 – 11 3,665,000 11 745,802,846 1111 514,718,617 1111

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current assets Trade receivables and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount due from customers on construction contracts . . . . . . . . . . . . . . . . .

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Held to maturity investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AED

13 545,106,368 369,480,393 14 437,383,264 324,904,067 15 71,343,136 9,765,131 10 3,665,000 – 69,138,787 48,403,711 1111 1111

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,126,636,555 1111 752,553,302 1111

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,872,439,401 1111 1,267,271,919 1111

EQUITY AND LIABILITIES Capital and reserves Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Translation reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16 475,000,000 475,000,000 17 35,760,054 12,261,268 164,293,982 79,749,679 282,200 123,252 11 11 11 11

Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . . . . . . . .

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

675,336,236 567,134,199 44,849,177 18,590,910 11 11 11 11

Total equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

720,185,413 1111 585,725,109 1111

Non-current liabilities Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Employees’ end of service benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Subcontract retention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Long term payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current liabilities Trade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18 19

94,893,667 15,957,841 30,280,610 11,550,000 2,231,025 11 11

40,846,869 9,359,555 11,653,982 – 292,248 1111

154,913,143 1111

62,152,654 11 11

20 693,625,037 446,037,658 18 303,715,808 1111 173,356,498 1111

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

997,340,845 1111 619,394,156 1111

Total equity and liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,872,439,401 1111 1,267,271,919 1111

......................

Chairman

............................

Chief Executive Officer

1111 1111

......................

Managing Director – Finance

The accompanying notes form an integral part of these consolidated financial statements.

F-5

DEPA UNITED GROUP P.J.S.C. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006

Notes 11 2007 11 11 AED

For the period from 15 January 2006 (inception) to 31 December 2006 (restated) 11 11 AED

Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,419,832,131 1,048,101,453 22 (1,139,071,864) (886,208,283) 1111 11 11

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share of profits from associates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

280,760,267 161,893,170 23 (134,165,274) (78,719,998) 25 30,342,994 6,730,050 8 8,350,610 2,500,000 30 – 12,231,480 1,763,544 6,804,126 24 11 (4,312,807) (1,898,325) 11 1111

Net profit for the year/ period before tax . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

182,739,334 109,540,503 (1,702,193) (6,242,681) 11 11 11 11

27 181,037,141 1111 103,297,822 1111

Attributable to: Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

160,459,740 20,577,401 11 11

93,190,419 10,107,403 11 11

181,037,141 1111 103,297,822 1111 Basic earnings per share attributable to equity holders of the parent (in AED per share). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

1110.34 1 1110.20 1

The accompanying notes form an integral part of these consolidated financial statements.

F-6

F-7

AED

AED

Retained

Translation

123,252 93,190,419 1111

25,629 148,881 10,107,403 103,297,822 1111 1111

– 160,459,740 23,498,786 (23,498,786) – (51,540,241) – (876,410) – 1111 1111–

– – – 160,459,740 1111 1111

(58,038) 100,910 20,577,401 181,037,141 1111 1111 158,948 160,618,688 20,519,363 181,138,051 – – – – – (51,540,241) – (51,540,241) – (876,410) (183,592) (1,060,002) – – 5,922,496 5,922,496 1111 1111 1111 11 11

158,948 158,948 – 160,459,740 1111 1111

The accompanying notes form an integral part of these consolidated financial statements.

35,760,054 164,293,982 282,200 675,336,236 44,849,177 720,185,413 1111 1111 1111 1111 1111 1111 1111

– – – – 1111–

– 1111–

31 December 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,000,000 1111

Total income and expense for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer to statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Movement in minority interest during the year . . . . . . . . . . . . . . . . . . . . . . . .

Exchange difference on translation of overseas operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -

123,252 93,313,671 10,133,032 103,446,703 – – – – – (800,000) – (800,000) – 475,000,000 – 475,000,000 – (379,472) (79,493) (458,965) – – 8,537,371 8,537,371 1111 1111 1111 1111

123,252 1111–

AED

12,261,268 79,749,679 123,252 18,590,910 11 11 11 11 11 11 567,134,199 1111 11 11 585,725,109 1111

– 93,190,419 1111

AED

31 December 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,000,000 1111

– – 1111

AED

Minority

11interest 11 111Total 1

– 93,190,419 12,261,268 (12,261,268) – (800,000) – – – (379,472) 1111– 1111–

– – 1111

AED

Attributable to equity holders of the Parent 111 1 AED

Total income and expense for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

– Transfer to statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

– Directors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

– Increase in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,000,000 Dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

– Movement in minority interest during the period . . . . . . . . . . . . . . . . . . . . . . . 1111 –

Exchange difference on translation of overseas operations . . . . . . . . . . . . . . .

Net profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statutory

capital 111 1 11reserve 11 11earnings 11 11reserve 11

Share

DEPA UNITED GROUP P.J.S.C. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006

DEPA UNITED GROUP P.J.S.C. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006

112007 11 AED

For the period from 15 January 2006 (inception) to 31 December 2006 (restated) 11 11 AED

Operating activities Net profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181,037,141 103,297,822 Adjustment for: Depreciation of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,835,292 5,620,171 (Gain)/Loss on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . .

(9,998,863) 584,114 Gain on disposal of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,896,174) (201,262) Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

– (12,231,480) Income tax expense recognized in profit or loss, net . . . . . . . . . . . . . . . . . . . . . . . . . .

1,702,193 6,242,681 Share of profits from associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8,350,610) (2,500,000) Finance cost recognized in income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,791,762 6,204,430 Interest income recognized in income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,763,544) (6,804,126) Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,332,228 10,365,835 Net movement in minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(117,394) 8,483,507 Directors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1111 – 11 (800,000) 11 Operating cash flows before movements in working capital . . . . . . . . . . . . . . . . .

Increase in amount due from customers on construction contracts . . . . . . . . . . . . . . .

Increase in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase in trade receivables and other current assets . . . . . . . . . . . . . . . . . . . . . . . . .

Increase in trade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . .

Increase in employee’s end of service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

205,572,031 118,261,692 (112,479,197) (295,302,976) (61,578,005) (2,814,002) (255,685,955) (212,282,037) 203,212,232 273,752,880 6,598,286 2,693,318 11 11 11 11

Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(14,360,608) (115,691,215) (6,017,681) (1,539,828) (22,791,762) (6,204,430) 1111 11 11

Net cash used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(43,170,051) 1111 (123,435,383) 1111

Investing activities Purchase of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Proceeds from disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . .

Proceeds from disposal of investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition of investments in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition of subsidiaries, net of cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition of available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividend received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(70,916,043) (92,637,957) 13,331,015 – 61,802,793 895,294 (55,966,035) (13,653,402) (34,602,595) (401,818,115) (35,461,441) (1,589,362) 347,010 – 1,763,544 6,804,126 1111 1111

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (119,701,752) 1111 (501,999,416) 1111 Financing activities Increase in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

– 475,000,000 Dividend paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(876,410) (379,472) Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214,782,690 52,511,752 Repayments of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,909,985) (394,701) Net movement in bank overdraft and trust receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 9,533,403 147,065,209 11 1111 Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,529,698 1111 673,802,788 1111 Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents at the beginning of the year/ period. . . . . . . . . . . . . . . . . .

Effect of exchange rate changes on the balance of cash held in foreign currencies . .

20,657,895 48,403,711 1177,181 11

Cash and cash equivalents at the end of the year/ period . . . . . . . . . . . . . . . . . . .

69,138,787 48,403,711 11 11 11 11

The accompanying notes form an integral part of these consolidated financial statements.

F-8

48,367,989 – 35,722 1111

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 1.

GENERAL

Depa United Group P.J.S.C. (the “Company”) is a private joint stock company registered in Dubai under the UAE Commercial Companies Law No.(8) of 1984 (as amended). The Company was formed on 15 January 2006 by a group of investors for the purpose of acquiring companies specializing in fit out, furnishing and procurement contracts.

During the year 2006 the Company acquired Depa Interiors L.L.C, and indirectly through Depa Interiors L.L.C a number of other entities, from certain non controlling shareholders of the Company. In addition, during the year the Company also acquired another entity (see Note 30) The Company and its subsidiaries (together referred to as the “Group”) specialize in the full scope fit out and furnishing of five star hotels, yachts and facilities and related services. The Group also carries out procurement contracts for specific FF&E projects.

The Company was incorporated on 15 January 2006. The address of the Company’s registered office is P.O. Box 56338, Dubai, United Arab Emirates.

2.

ADOPTION OF NEW AND REVISED STANDARDS

Standards and interpretations effective in the current period In the current year, the Group has adopted IFRS 7 Financial Instruments: Disclosures which is effective for annual reporting periods beginning on or after 1 January 2007, and the consequential amendments to IAS 1 Presentation of Financial Statements.

The impact of the adoption of IFRS 7 and the changes to IAS 1 has been to expand the disclosures provided in these consolidated financial statements regarding the Group’s consolidated financial statements and management of capital (See Note 32). In accordance with the transitional requirements of the amendments, the Group has provided full comparative information. Certain comparative amounts have been regrouped to conform to current year presentation.

Four Interpretations issued by the International Financial Reporting Interpretations Committee are effective for the current period. These are: IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary Economies; IFRIC 8 Scope of IFRS 2; IFRIC 9 Reassessment of Embedded Derivatives; and IFRIC 10 Interim Financial Reporting and Impairment. The adoption of these Interpretations has not led to any changes in the Group’s accounting policies.

Standards and interpretations in issue not yet adopted At the date of authorization of these consolidated financial statements, the following Standards and Interpretations were in issue but not yet effective: •

IFRS 8

Operating Segments (effective for accounting periods beginning on or after 1 January 2009)

•

IAS 23 (Revised)

Borrowing Costs (effective for accounting periods beginning on or after 1 January 2009)

•

IAS 1 (Revised)

Presentation of Financial Statements (effective for accounting periods beginning on or after 1 January 2009)

•

IAS 27 (Revised)

Consolidated and Separate Financial Statements (effective for accounting periods beginning on or after 1 July 2009)

•

IFRS 3 (Revised)

Business Combinations (effective for accounting periods beginning on or after 1 July 2009)

F-9

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) •

IFRIC 11

Group and Treasury Share Transactions (effective for accounting periods beginning on or after 1 March 2007)

•

IFRIC 12

Service Concession Arrangements (effective for accounting periods beginning on or after 1 January 2008)

•

IFRIC 13

Customer Loyalty Programmes (effective for accounting periods beginning on or after 1 July 2008)

•

IFRIC 14

The limit on a Defined Benefit Asset, Minimum Funding Requirements and their interaction (effective for accounting periods beginning on or after 1 January 2008)

Management anticipates that the adoption of these Standards and Interpretations in future periods will have no material impact on the consolidated financial statements of the Group in the period of initial application.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

Basis of preparation The consolidated financial statements are presented in UAE Dirhams (AED) since that is the currency in which the majority of the Group’s transactions are denominated.

The consolidated financial statements as of and for the period from 15 January 2006 to 31 December 2006 have been restated.

The restatement relates to the finalization of purchase price allocation during 2007. As described in Note 30, the Group acquired a number of businesses during 2006 and completed its purchase accounting based on a preliminary assessment of fair value of the assets and liabilities acquired. During 2007, the Group finalized the purchase accounting based on, among other things, an independent valuation. In accordance with IFRS 3, any adjustments to the previously recorded purchase accounting were recorded during the period.

In addition, the Company identified certain errors related to accrued liabilities for 2006 which have been restated in the current year.

The following table summarizes the above transactions related to the restatement: As previously reported AED

Restatement

AED 11111 11111

IFRS 3 related restatement

Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . .

General and administrative expenses . . . . . . . . . . . . . . . . . .

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Revenue in excess of billings. . . . . . . . . . . . . . . . . . . . . . . .

Billings in excess of revenue . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

319,341,949 12,942,012 (4,115,480) 68,354,163 (1,098,899,667) 885,312,192 373,826,401 (12,852,575) (45,412,566)

As restated

AED 11111

(124,682,430) 194,659,519 122,432,595 135,374,607 (8,116,000) (12,231,480) 10,365,835 78,719,998 50,798,214 (1,048,101,453) 896,091 886,208,283 (48,922,334) 324,904,067 (1,875,880) (14,728,455) (896,091) (46,308,657)

The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments. The principal accounting policies adopted are set out below.

F-10

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies in line with those used by the Group.

All inter-Group transactions, balances, income and expenses are eliminated on consolidation.

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Company except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

The entities controlled by the Company are as follows:

Name of subsidiary 111111111

Proportion of ownership interest and voting power 2007 2006 11 11

Depa Interiors L.L.C.

100%

100%

Country of

incorporation 1111

Principal activities 111111111111111

U.A.E.

Full scope fit out and furnishing of five star hotels.

The Company controls the following subsidiaries through its wholly owned subsidiary Depa Interiors L.L.C.:

Name of subsidiary 111111111

Proportion of ownership interest and voting power 2007 2006 11 11

Country of

incorporation 1111

Principal activities 111111111111111

Depa Decoration, Contracting & General Maintenance L.L.C.

100%

100%

U.A.E.

Interior decoration, contracting and general maintenance services for hotels and other entities.

Pino Meroni Yatch Interiors L.L.C.

100%

100%

U.A.E.

Trading in material and requisites for upholstery and fabric for curtains and upholstery and trading in decoration and partition materials.

Eldiar Furniture Manufacturing and Decoration L.L.C.

100%

100%

U.A.E.

Manufacturing and sale of wooden doors, wardrobes, furniture decoration.

Deco Emirates L.L.C.

100%

100%

U.A.E.

Building, contracting and decoration activities and trading in furniture and related items.

Depa for Hotels

82.68%

82.68%

Egypt

Decoration works, interior and exterior finishing for hotels, motels, tourist villages and nile cruise ships.

Pino Meroni Wood & Metal Industries

86.17%

86.17%

Egypt

Manufacturing of wooden and steel furniture.

F-11

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Mivan Depa Contracting L.L.C.

60%

60%

U.A.E.

Historical sites restoration, interior and exterior decoration works for museums and nature projects and other related activities.

Dragoni International L.L.C.

60%

60%

U.A.E.

Interior design, furniture manufacturing and supply and fit out of soft and hard furnishings.

Depa Al Barakah L.L.C.

80%

80%

U.A.E.

Contracting of partitions and false ceilings and trading of gypsum products and false ceiling.

Depamar SARL

80%

80%

Morocco

Interior design, decoration works and construction of buildings.

Depa Mauritius

100%

100%

Mauritius

Borrowing money and mortgaging or charging its undertakings and property or any part thereof, issuing debentures, debenture stocks and other securities wherever money is borrowed or as security for any debt, liability or obligation of the company.

Depa Saudi contracting and Interior design L.L.C.

100%

—

Saudi Arabia

Interior decoration, contracting and general maintenance services for hotels and other entities

Depa Hungary

100%

—

Hungary

Management companies

activities

of

holding

Business combinations Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognized at their fair values at the acquisition date, except for non-current assets (or disposal Groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, which are recognized and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognized immediately in profit or loss.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognized.

Investment in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

F-12

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognized, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill.

The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate.

Interests in joint ventures A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control.

Where a group entity undertakes its activities under joint venture arrangements directly, the Group’s share of jointly controlled assets and any liabilities incurred jointly with other venturers are recognized in the financial statements of the relevant entity and classified according to their nature. Liabilities and expenses incurred directly in respect of interests in jointly controlled assets are accounted for on an accrual basis. Income from the sale or use of the Group’s share of the output of jointly controlled assets, and its share of joint venture expenses, are recognized when it is probable that the economic benefits associated with the transactions will flow to/from the Group and their amount can be measured reliably.

Goodwill Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognized at the date of acquisition. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Revenue recognition The Group’s revenue is primarily derived from construction revenue.

F-13

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Revenue from Construction contracts Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity at the balance sheet date, measured based on the proportion that contract costs incurred for work performed to date relative to the estimated total contract costs.

Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognized as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

Revenue from procurement services Revenue from procurement contracts is recognized by reference to the stage of completion. The procurement contracts require the Company to perform an indeterminate number of acts over a specified period of time including negotiating with vendors, tracking the progress of each purchase order, and monitoring the delivery process. Therefore, revenue is recognized on a straight-line basis over the term of the contracts as this is the best method to represent each contract’s stage of completion.

The Company also derives revenue by charging vendors a fee for the use of the Company’s purchase order tracking software. The fees are based on the value of the merchandise ordered. Fees from vendors are earned and recognized when the vendors ship the merchandise ordered through the Company’s purchase order tracking software to the Company’s customers.

Dividend and interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rate applicable.

Dividend revenue from investments is recognized when the shareholder’s right to receive payment has been established.

Other income Other income which primarily consists of gain on disposal of property, plant and equipment and investments is recognized when title has been passed to third party.

Borrowings Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

F-14

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on borrowing costs (see above). Contingent rentals are recognized as expenses in the periods in which they are incurred.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Foreign currencies For the purpose of these consolidated financial statements U.A.E Dirhams (AED) is the functional of the Company and the presentation currency of the Group.

Transactions in currencies other than AED (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each consolidated balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the consolidated balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognized in consolidated income statement in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognized in the foreign currency translation reserve and recognized in profit or loss on disposal of the net investment.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign subsidiaries are expressed in UAE Dirhams using exchange rates prevailing at the balance sheet date.

Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the translation reserve. Such exchange differences are recognized in profit or loss in the period in which the foreign operation is disposed of.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Employee benefits Provision is made for the estimated liability for employees’ entitlement to annual leave and leave passage as a result of services rendered by eligible employees up to the balance sheet date. Provision is also made for the full amount of end of service benefits due to non-UAE national employees in accordance with UAE Labour Law, for their period of service up to the balance sheet date. This provision is calculated as 21 days remuneration for each year of the first 5 years of service and 30 days remuneration for additional year of service.

The provision relating to annual leave and leave passage is recorded as a current liability, while that relating to end of service benefits is recorded as a non-current liability.

F-15

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment is their purchase cost, together with any incidental expenses of acquisition.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The principal annual rates used for this purpose are as follows: Buildings Machinery and equipment Motor vehicles Furniture and office equipment Operating equipment and tools Site equipment Caravans

10% 10% – 50% 20% – 25% 20% – 33.33% 20% 10% – 25% 20%

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in the consolidated income statement.

Intangible assets Intangible assets acquired in a business combination are identified and recognized separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the acquisition date.

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquired separately.

The Depa brand name is classified as an intangible asset with indefinite useful life and tested for impairment annually.

The intangible assets with definite useful lives are amortized on the following basis: Customer relationships Contracts on hand Others

Over 10 years Over the expected period of the contract Over the life of the asset

Impairment of tangible and intangible assets excluding goodwill At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a recoverable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual cash-generating units for which a reasonable and

F-16

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs to sell and value in use.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less that its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Provisions Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the consolidated balance sheet date.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.

Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Provision for taxation The tax charge for the current accounting period is based on the results for the year as adjusted for items which are non-assessable or disallowed for tax purposes. The tax charge is calculated using the prevailing tax rates under the fiscal regime in the countries of operation taking into account exemptions which can be claimed pursuant to local, bilateral or international treaties and/or conventions as at the consolidated balance sheet date.

Deferred income tax is provided using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on laws that have been enacted at the balance sheet date.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Financial assets Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

F-17

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Effective interest method The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period.

Income is recognized on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL. Financial assets at FVTPL Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL. A financial asset is classified as held for trading if: •

it has been acquired principally for the purpose of selling in the near future; or

•

it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

•

it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if: •

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

•

the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

•

it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognized in the consolidated profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset.

The Group does not hold any financial assets at FVTPL. Held-to-maturity investments Commercial paper with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost using the effective interest method less any impairment, with revenue recognized on an effective yield basis.

AFS financial assets Unlisted shares and listed redeemable notes held by the Group that are traded in an active market are classified as being AFS and are stated at fair value. Gains and losses arising from changes in fair value are recognized directly in equity with the exception of impairment losses, interest calculated using the effective interest method and F-18

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) foreign exchange gains and losses on monetary assets, which are recognized directly in the consolidated profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognized in the investments revaluation reserve is included in the consolidated profit or loss for the period.

Dividends on AFS equity instruments are recognized in the consolidated profit or loss when the Group’s right to receive the dividends is established.

The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the balance sheet date. The change in fair value attributable to translation differences that result from a change in amortized cost of the asset is recognized in the consolidated profit or loss, and other changes are recognized in equity.

Loans and receivables Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each consolidated balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

For unlisted shares classified as AFS, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

For all other financial assets, including redeemable notes classified as AFS and finance lease receivables, objective evidence of impairment could include: •

significant financial difficulty of the issuer or counterparty; or

•

default or delinquency in interest or principal payments; or

•

it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 120 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account.

Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated profit or loss.

F-19

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the consolidated profit or loss to the extent that the carrying amount of the investment, at the date the impairment is reversed, does not exceed what the amortized cost would have been had the impairment not been recognized.

In respect of AFS equity securities, impairment losses previously recognized through profit or loss are not reversed through the consolidated profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity.

Derecognition of financial assets The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

Financial liabilities and equity instruments Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Financial liabilities Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’.

The Group does not have any financial liabilities classified as FVTPL. Trade and other payables and provision for employees’ end of service benefits are classified as ‘other financial liabilities’ and are carried at nominal values.

Other financial liabilities Other financial liabilities include balances due to banks and loans and are initially measured at fair value, net of transaction costs and include trade and other payables and provision for employees’ end of service benefits which are carried at nominal values.

Other financial liabilities initially recorded at fair value are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

F-20

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Derecognition of financial liabilities The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.

Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and return that are different from those of segments operating in other economic environments.

4.

CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if, the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgments in applying the Group’s accounting policies The following are the critical judgments, apart from those involving estimations described below, that the management have made in the process of applying the Group’s accounting polices and have the most significant effect on the amounts recognized in the consolidated financial statements.

Business combinations In accordance with International Financial Reporting Standards, on acquisition of a subsidiary, the Group is required to allocate the cost of the business combination by recognizing, at fair value, the acquiree’s identifiable assets, liabilities and contingent liabilities that meet certain recognition criteria. In doing so, management have exercised their judgement, based on experience and knowledge of the industry, in determining the applicability of the recognition criteria, including the separability of intangible assets, the forecasting horizon, the appropriate discount rate, the amortization timetable and the impairment tests to be applied in future. The Directors are satisfied that these judgements have resulted in a fair and reasonable estimate of the fair value of the identifiable assets (including intangible assets), liabilities and contingent liabilities at the date of the acquisitions made.

Investment in securities As described in Note 3, investments are classified as either held for trading or available for sale. In judging whether investments are held for trading or available for sale, management has considered the detailed criteria for determination of such classification as set out in IAS 39 “Financial Instruments: Recognition and Measurement”.

Management is satisfied that its investment in securities is appropriately classified as AFS investments.

Key sources of estimation The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Allowances for doubtful debts Management has estimated the recoverability of accounts receivable and has considered the allowance required for doubtful debts. Management has estimated for the allowance for doubtful debts on the basis of prior F-21

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) experience and the current economic environment. Estimating the amount of the allowance for doubtful accounts requires significant judgment and the use of estimates related to the amount and timing of estimated losses based on historical loss experience, consideration of current economic trends and conditions and debtor-specific factors, all of which may be susceptible to significant change. A provision for bad debt is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differ from management estimates, additional provision for bad debt could be required that could adversely affect earnings or financial position in future periods.

Allowance for stock obsolescence Management has estimated the recoverability of inventory balances and considered the allowance required for inventory obsolescence based on the current economic environment and best obsolescence history. Estimating the amount of the allowance for stock obsolescence requires significant judgment and the use of estimates related to the provision for amortization based on historical loss experience and consideration of current interior design market trends, all of which may be susceptible to significant change. A provision for stock obsolescence is charged to contract costs based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differ from management estimates, additional provision for stock obsolescence could be required that could adversely affect earnings or financial position in future periods.

Useful lives of property, plant and equipment As described in Note 3, the Group estimates the useful lives of property, plant and equipment at the end of each annual reporting period. During the financial year, management has determined that these expectations do not differ from previous estimates.

Revenue on construction contracts As described in Note 3, when the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity on the balance sheet date.

In judging whether the outcome of the construction contract can be estimated reliably, management has considered the detailed criterion for determination of such outcome as set out in IAS 11 ‘Construction Contracts’. For the purpose of estimating the stage of completion of contract activity, management is required to make significant judgments, estimates and assumptions. In assessing contract performance, both input and output criteria are reviewed. Costs incurred are used as an objective input measure of performance. The primary inputs of all work performed under these arrangements are labor and materials. Costs incurred as a proportion of expected total costs is used as an initial proportional performance measure. The indicative proportional performance measure is always subsequently validated against other more subjective criteria (i.e. relevant output measures) such as the percentage of construction completed and the achievement of any project milestones stipulated in the contract. In the event of divergence between the objective and more subjective measures, the more subjective measure takes precedence since these are output measures.

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

Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value which necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, tax rates, appropriate discount rates and working capital requirements. These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. The carrying amount of goodwill at the balance sheet date was AED 259,685,137 (2006: AED 194,755,412).

F-22

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Recoverability of intangible asset During the year, management considered the recoverability of the intangible assets arising from the Group’s business combinations, which is included in its balance sheet at 31 December 2007 at AED 117,042,379 (2006: AED 135,374,607). Management is confident that the carrying amount of the assets will be recovered in full, over the defined amortization periods. This situation will be closely monitored, and adjustments made in future periods, if future assessments indicate that such adjustments are appropriate.

Fair value of available for sale investments The Group records available for sale investments at fair value. For publicly traded investments this is based on market prices, however the Group is required to estimate the fair value for investments in private securities.

The Group is required to make significant judgements in estimating these values and bases its estimate on available financial statements and information provided by investment managers. During the year the Group recorded a gain of AED 14,896,174 on the sale of an investment that had been recorded at its cost, which at the end of 2006 was estimated as fair value.

F-23

F-24

PROPERTY, PLANT AND EQUIPMENT

8,319,280 (490,385) 577,309 1111

6,114,490 (279,683) — 1111

31 December 2006 . . . . . . . . . . . . . . . . . . . . . . . .

25,347,630 1111 16,629,867 1111

60,285,059 1111

6,511,778

2,459,773 5,360,938 (1,308,933) 1111

2,762,987 (303,214) 1111

31,859,408

— (1,512,081) 3,672,135 1111

99,158,507 1111

7,165,293

31 December 2007 . . . . . . . . . . . . . . . . . . . . . . .

Net book value 31 December 2007 . . . . . . . . . . . . . . . . . . . . . . .

250,979 7,191,426 (277,112) 1111

393,790 (142,811) 1111

106,323,800

— (3,031,418) 14,462,428 1111

19,089,640 10,609,714

10,683,436

54,701,231

60,536,038 34,356,752

Machinery and equipment AED 1111

Land and buildings AED 1111

1 January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . .

Charge for the year. . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accumulated depreciation 15 January 2006 Charge for the year. . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31 December 2007 . . . . . . . . . . . . . . . . . . . . . . .

1 January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquired on acquisition of subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost 15 January 2006 Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquired on acquisition of subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5.

5,615,030 1111 4,982,326 1111

2,011,235

853,417 1,712,800 (554,982) 1111

1,277,243 (423,826) 1111

7,626,265

336,722 (622,049) — 1111

5,835,743 2,075,849

1,814,867 (538,525) — 1111

4,559,401

Motor vehicles AED 1111

7,936,489 1111 5,037,668 1111

3,213,008

1,056,173 2,354,060 (197,225) 1111

1,067,678 (11,505) 1111

11,149,497

— (433,180) 385,491 1111

6,093,841 5,103,345

2,453,999 (41,282) 24,578 1111

3,656,546

Furniture and office equipment AED 1111

183,964 1111 214,806 1111

120,875

49,424 71,451 — 1111

49,424 — 1111

304,839

— — — 1111

264,230 40,609

100,768 — — 1111

163,462

Operating equipment tools AED 1111

707,207 1111 425,990 1111

173,195

50,236 132,415 (9,456) 1111

50,236 — 1111

880,402

— (81,132) — 1111

476,226 485,308

322,574 — — 1111

153,652

Site equipment AED 1111

—

— — — 1111

— — 1111

19,226,399

4,738,815 16,835,292 (2,347,708) 1111

5,620,171 (881,356) 1111

24,484,369 182,659,595

336,722 (5,679,860) — 1111

24,759,979 117,086,690 18,244,444 70,916,043

— 24,484,369 1111 1111 163,433,196 1111 12,180 24,759,979 112,347,875 1111 1111 1111

31,015

18,813 12,202 — 1111

18,813 — 1111

31,015

92,637,957

Total

AED 1111

6,762,719 25,914,203 (115,595) (1,465,470) (601,887) — 1111 1111

18,714,742

Capital work in progress AED 1111

— — — — — (18,520,054) 1111 1111

30,993 22

25,506 — — 1111

5,487

Caravans

AED 1111

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED)

DEPA UNITED GROUP P.J.S.C.

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 6.

INTANGIBLE ASSETS Brand name AED 1111

Cost 15 January 2006 Acquisition through business combinations . . . . . . . . . . . . . . . . . .

Customer relationships AED 1111

Contracts on hand AED 1111

Others

Total

AED AED 1111 1111

83,365,235 1111 28,148,200 1111 19,878,425 1111 14,348,582 145,740,442 1111 1111

1 January 2007 . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . .

83,365,235 — 1111

31 December 2007 . . . . . . . . . . . . . . .

83,365,235 1111 28,148,200 1111 19,878,425 1111 14,348,582 145,740,442 1111 1111

Accumulated amortization 15 January 2006 Amortization for the period . . . . . . . . .

1 January 2007 . . . . . . . . . . . . . . . . . . .

Charge for the year. . . . . . . . . . . . . . . .

31 December 2007 . . . . . . . . . . . . . . .

Carrying amount 31 December 2007 . . . . . . . . . . . . . . .

31 December 2006 . . . . . . . . . . . . . . . .

7.

28,148,200 — 1111

19,878,425 — 1111

14,348,582 145,740,442 — 1111 — 1111

— 1111 2,814,820 1111 7,227,815 1111 323,200 1111 10,365,835 1111 — — 1111

2,814,820 2,814,820 1111

7,227,815 12,650,610 1111

323,200 2,866,798 1111

10,365,835 18,332,228 1111

83,365,235 22,518,560 — 11,158,584 1111 1111 1111 1111 83,365,235 1111 25,333,380 1111 12,650,610 1111 14,025,382 1111

117,042,379 1111

— 1111 5,629,640 1111 19,878,425 1111 3,189,998 1111 28,698,063 1111

1111 1111

135,374,607 1111

GOODWILL 2007

2006

AED AED 1111 1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill recognized in relation to business combinations in 2006 (Note 30). . . . . .

Goodwill recognized from business combinations in 2007 (Note 30) . . . . . . . . . . . .

Movement in exchange difference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

194,755,412 — 13,200,000 194,659,519 52,085,302 — (355,577) 95,893 1111 1111 259,685,137 1111 194,755,412 1111

1111 1111

During 2006, Dragoni International LLC was acquired by the Group. As part of this acquisition the Group agreed to pay an additional consideration if certain results were achieved by Dragoni post acquisition. At the time of the acquisition it was not probable that the contingent consideration would be paid, and accordingly it was not recorded. During 2007, upon the achievement of the targets, the Group was required to pay an additional AED 13.2 million to the sellers and recorded this as additional goodwill at that time.

The goodwill recognized on the acquisitions in 2006 and 2007 is attributable to the anticipated profitability of those subsidiaries.

Annual test for impairment During the financial year, the Group assessed the recoverable amount of goodwill, and determined that goodwill associated with the Group’s construction activities and procurement operations was not impaired (2006: nil). The recoverable amount of the relevant cash-generating unit was assessed by reference to value in use.

A discount factor of 10% per annum (2006: 9.5% per annum) was applied in the value in use model.

Allocation of goodwill to cash-generating units Goodwill has been allocated for impairment testing purposes to the following cash-generating units: •

Construction activities

•

Procurement operations

F-25

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 2007

2006

AED AED 1111 1111

Construction activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Procurement operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exchange difference at close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

207,859,519 194,659,519 52,085,302 — (259,684) 95,893 1111 1111 259,685,137 1111 194,755,412 1111

1111 1111

The recoverable amount of the above cash-generating unit is determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the directors covering a five-year period, and a discount rate of 10% per annum (2006: 9.5% per annum). The directors believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

8.

INVESTMENT IN ASSOCIATES Details of the Company’s associates at 31 December are as follows: Place of incorporation and operation 111111

Ownership interest

Name of associate 111111111111

Principal activities 11111111

2007 2006 1111 1111

Design Studio Furniture Manufacturer Limited

Manufacturing of furniture

Singapore

13.82%

16.79%

Thailand Carpet Manufacturing Public Company Limited

Manufacturing of carpets

Thailand

25.98%

20.00%

Al Tawasoul Property Development Company

Property management and development

United Arab Emirates

15.6%

15.6%

Jordan Wood Industries PLC

Manufacturing of furniture

Jordan

18.24%

—

Decolight Trading LLC

Trading of electrical and decoration materials

United Arab Emirates

45.1%

—

Although the Group holds less than 20% in Design Studio Furniture Manufacturer Limited, Al Tawasoul Property Development Company and Jordan Wood Industries PLC, the Group exercises significant influence by virtue of its contractual right to appoint directors to the board of the investee.

Movement in investment in associates during the year is as follows: 2007

2006

At 1 January. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition of investment in associates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investment in associates acquired by a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share of profit, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends received. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,219,258 55,966,035 — 8,350,610 (347,010) 1111

— 13,653,402 65,856 2,500,000 — 1111

At 31 December. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

80,188,893 1111 16,219,258 1111

AED AED 1111 1111

During the year, the Group acquired an additional share of 5.98% in Thailand Carpet Manufacturing Public Company Limited for a purchase consideration amounting to AED 7,365,882. The Group also purchased shares in Jordan Wood Industries PLC and Decolight Trading LLC during the year for a total consideration of AED 45,024,633. Furthermore the Group increased its investments in Al Tawasoul property development Company by AED 3,575,520. The Group has a commitment to purchase additional shares in 2008 from Jordan Wood Industries PLC for AED 28,000,000.

F-26

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Summarized financial information in respect of the Group’s associates is set out below: 2007

2006

AED AED 1111 1111

Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361,890,619 242,959,621 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (155,158,826) 1111 (109,937,170) 1111 Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Group’s share of net assets of associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

206,731,793 1111 133,022,451 1111

1111 1111 80,188,893 1111 16,219,258 1111 2007

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Group’s share of profit of associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AED 1111 308,192,002 1111 32,580,166 1111 8,350,610 1111

2006

AED 1111 269,337,284 1111 24,014,044 1111 2,500,000 1111

The total share of profit recognized on Design Studio Furniture Manufacturer Limited, Thailand Carpet Manufacturing Public Company Limited. Jordan Wood Industries PLC and Decolight Trading L.L.C. in the consolidated financial statements amounts to AED 8,391,188 (2006: AED 2,500,000). The Group also recognized its share of net loss of AED 40,578 in Al Tawasoul Property Development.

Share of profit recognized on Decolight Trading L.L.C. amounted to AED 3,834,615 for the year ended 31 December 2007. Subsequent to the year end, an agreement was signed between the Group and the owner of Decolight Trading L.L.C. whereby the latter commits to compensate the Group in cash from his own financial resources for the amount of net profit which will fall below the reported amount as per the management accounts within 14 days from receiving the audited financial statements.

Included in the investment value of associates is goodwill amounting to AED 32,552,946 (2006: AED 323,026).

9.

AVAILABLE FOR SALE INVESTMENTS 2007

2006

At 1 January. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquired on acquisition of subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,160,743 — 35,461,441 (46,906,619) 1111

— 18,265,413 1,589,362 (694,032) 1111

At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,715,565 19,160,743 1111 1111

AED AED 1111 1111

During 2007 the Group sold its investment in Arab Company for Hotels and Tourism Investment and realized a total gain of AED 11,382,685. Furthermore, other shares were acquired and disposed of during 2007 at a gain of AED 3,513,489 (2006: AED 201,262).

During 2007, the Group invested an amount of AED 7,715,565 in Saraya Real Estate MENA Fund Company.

The Group has a commitment to further invest AED 10,659,435. Management believes that the cost of this investment approximates its fair value.

10. HELD TO MATURITY INVESTMENTS Held to maturity investments represent investment of US$ 1,000,000 made in the Mashreq Bank Equity Supremo Fund. Redemption at maturity will be at 100% of the investment plus the return. The period of the investment is from 27 May 2004 to 27 May 2008.

F-27

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 11. LONG TERM RECEIVABLES During 2007 the Group entered into a contract with extended payment terms whereby the customer will pay for the contract services over a two year period. The payments are in the form of notes receivable, bearing no interest, with annual installment payments. The receivable has been discounted and the difference of discounted value and the nominal amount of the consideration is charged to profit and loss.

12. OTHER NON CURRENT ASSETS The balance at 31 December 2006 included an advance of AED 1,257,927 made to a third party for shares in a company upon its formation. The entity was formed in 2007 and the Group received its shares, which it immediately then sold for a gain of AED 78,829.

13. TRADE RECEIVABLES AND OTHER CURRENT ASSETS 2007

2006

AED AED 1111 1111

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract retentions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advances to subcontractors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other receivables and current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due from related parties (note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

284,742,686 192,984,656 83,919,650 42,275,573 70,003,185 37,994,864 67,310,651 60,802,048 25,774,175 20,519,846 20,276,359 1111 19,972,388 1111

Less: Allowances for doubtful trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

552,026,706 374,549,375 (6,920,338) 1111 (5,068,982) 1111 545,106,368 1111 369,480,393 1111

1111 1111

Other receivables and current assets balance include restricted cash amounting to AED 13,239,039 (2006: AED 17,499,119), receivable from sale of property, plant and equipment amounting to AED 11,250,000 (2006: nil) and refundable deposits amounting to AED 2,001,515 (2006: AED 897,933).

Prepayments mainly include prepaid rent amounting to AED 9,659,899 (2006: AED 13,231,323) and other prepaid expenses of AED 5,347,702 (2006: 3,236,594).

The movement in the allowance for doubtful trade receivables during the year is as follows: 2007

2006

AED AED 1111 1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,068,982 1,851,356 1111

— 5,068,982 1111

6,920,338 5,068,982 1111 1111 There has been no allowance established for any of the other current assets.

The average credit period on contract revenue is 120 days. No interest is charged on the trade receivables.

Trade receivables more than 120 days are provided for based on estimated irrecoverable amounts, determined by reference to past default experience.

Before accepting any new customer the Group assesses the potential credit quality of the customer. Out of the trade receivables balance at the end of year, AED 103.3 million (2006: AED 106.9 million) is due from the Group’s major customers.

Included in the Group’s trade receivable balance are debtors with a carrying amount of AED 27.73 million (2006: AED 17.22 million) which are past due at the reporting date for which the Group has not provided as there F-28

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances. The average age of these receivables is 120-360 days (2006: 120-365).

Ageing of past due but not impaired 2007

2006

AED AED 1111 1111

Due for 120 to 180 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due for 180 to 365 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due for more than 365 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,198,937 5,162,205 18,368,551 1111

2,054,877 1,938,668 13,226,365 1111

27,729,693 1111 17,219,910 1111 In determining the recoverability of a trade receivable, the company considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.

14. CONSTRUCTION CONTRACTS 2007

Contracts in progress at balance sheet date Amount due from contract customers included in current assets . . . . . . . . . .

Amount due to contract customers included in trade and other payables (note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract cost incurred plus recognized profits less recognized losses to date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: Progress billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2006

AED 11111

AED 11111

437,383,264

324,904,067

(7,593,055) 11111 (14,728,455) 11111 429,790,209 11111 310,175,612 11111 2,533,667,936 (2,103,877,727) 11111

1,185,170,950 (874,995,338) 11111

429,790,209 11111

310,175,612 11111

Included in the Group’s amount due from customers on construction contracts are amounts which have been recognized as revenue and have not been billed at the consolidated balance sheet date. The Group policy is to bill the customers as per the contract which is generally between 60 to 120 days. At the balance sheet date the unbilled revenue for more than 120 days is considered not significant.

15. INVENTORIES 2007

2006

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: allowance for slow moving and obsolete inventories . . . . . . . . . . . . . . . . . . . .

40,816,390 (160,968) 1111

9,349,038 (115,046) 1111

Work in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goods in transit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40,655,422 864,614 29,823,100 1111

9,233,992 — 531,139 1111

AED AED 1111 1111

71,343,136 9,765,131 1111 1111 Total cost of inventories recognized as an expense during the year was AED 345,982,348 (2006: AED 273,027,552). During the year, the Group entered into various procurement arrangements for major projects on hand in order to protect against price fluctuation and to take advantage of availability of materials in the market. This is the primary reason for the increase in year end inventories.

F-29

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) The movement in the allowance for stock obsolescence during the year is as follows: 2007

2006

AED AED 1111 1111

At 1 January. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

115,046 45,922 1111

— 115,046 1111

160,968 115,046 1111 1111 16. SHARE CAPITAL Share capital comprises 475,000,000 authorized, issued and fully paid shares of AED 1 each, carry one vote per share and carry an equal right to dividends.

17. STATUTORY RESERVE In accordance with the Articles of Association of the Company and the UAE Federal Law Number 8 of 1984 (as amended), concerning Commercial Companies, 10% of net profits for the year are transferred to a statutory reserve until the reserve equals 50% of the share capital. This reserve is not available for distribution.

18. BANK BORROWINGS 2007

2006

AED AED 1111 1111

Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trust receipts and acceptances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

108,977,128 233,182,291 56,450,056 1111

82,427,742 58,309,586 73,466,039 1111

398,609,475 1111 214,203,367 1111

1111 1111

The borrowings are repayable as follows: On demand or within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In the second year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In the third year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In the fourth year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In the fifth year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

303,715,808 173,356,498 33,964,354 30,279,799 25,018,770 10,567,070 20,366,775 15,543,768 1111 1111-

398,609,475 214,203,367 Less: Amount due for settlement within 12 months (shown under current liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (303,715,808) 1111 (173,356,498) 1111 Amount due for settlement after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94,893,667 1111 40,846,869 1111

Bank overdrafts This represents overdrafts on the Group’s banking accounts. The interest rate on the overdrafts varies between EIBOR plus 2.5% and 3% and the balances change daily depending on cash flows.

Bank loans The Group has the following principal bank loans: •

During 2007 the Group entered into a loan facility providing for borrowings of up to USD 20,000,000 (AED 73,450,000 equivalent at 31 December 2007) to be used to fund general investment and capital expenditure requirements of the Group. The loan incurs interest at LIBOR plus 0.9% per year and is payable on a monthly basis. The principal is repayable in five semi annual installments starting March 2009 with the loan maturing in September 2010. The outstanding balance at 31 December 2007 was AED 70,635,180.

F-30

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) The Group has the following principal bank loans: •

The Group entered into an agreement in 2007 that provides a revolving offshore loan facility for borrowings of up to USD 5,000,000 (equivalent to AED 18,375,000 at 31 December 2007).

At 31 December 2007, AED 7,345,000 (USD 2,000,000) had been utilized. Repayment begins six months after the initial draw down and bears an interest at LIBOR plus 1.75% to 2% p.a. Interest on this loan is payable upon maturity. The facility expires in June 2008. At 31 December 2007, the outstanding balance of the loan is AED 7,332,000.

•

During 2007, the Group entered into a loan facility for borrowings of up to AED 100,000,000 and immediately borrowed AED 85,446,000 to fund investment and project requirements. Interest accrues at EIBOR rate plus 1.5% p.a. Principal and interest are to be repaid in 18 quarterly installments beginning December 2007 and the facility expires in June 2012. At 31 December 2007, the outstanding balance of the loan is AED 83,101,104.

•

The Group obtained AED 430,000,000 project finance facility during 2007 which included letters of credit and revolving loan facilities amounting to AED 289,000,000 and AED 20,000,000, respectively.

The loan bears interest at EIBOR plus 2% p.a. and matured in February 2008. Interest on this loan is payable upon maturity. At 31 December 2007, the outstanding balance on the loan facility was AED 20,000,000. The loan was fully repaid in February 2008.

•

During 2006, the Group borrowed AED 5,750,000 under a term loan that bears an interest rate of EIBOR plus 1.5% p.a. Interest and principal are payable on a monthly basis and the loan matures in August 2009.

At 31 December 2007 and 2006, the outstanding balance was AED 3,830,000 and AED 5,773,066, respectively.

•

During 2006, the Group borrowed AED 20,400,000 under a term loan that bears interest at EIBOR plus 2% p.a. and matures in March 2011. Interest and principal are payable on a quarterly basis.

At 31 December 2007 and 2006, the outstanding balance was AED 15,778,775 and AED 16,938,454, respectively.

•

The Group borrowed AED 16,000,000 during 2006 under a term loan that bears interest at EIBOR plus 1.5%. Principal and interest payments are due on a quarterly basis and the loan matures in March 2010.

At 31 December 2007 and 2006, the outstanding balance was AED 11,076,923 and AED 16,000,000, respectively.

•

The Group borrowed AED 14,700,000 in 2006 under a term loan that bears interest at EIBOR plus 2%.

Principal and interest payments are due on monthly basis and the loan matures in June 2009.

At 31 December 2007 and 2006, the outstanding balance was AED 11,024,176 and AED 7,350,000 respectively.

•

The Group entered into various other borrowing arrangements in 2006 and 2007. The total amount outstanding under these agreements was AED 10,404,133 and AED 12,248,066 at 31 December 2007 and 2006, respectively.

At 31 December 2007, the Group had total available borrowing of AED 43,082,022 under the loan facilities described above. In addition, subsequent to year end the Group has modified its USD 20,000,000 loan facility to provide additional available borrowings of up to USD 35,000,000.

The Group has various debt covenants related to its borrowings which require maintaining certain financial ratios within stipulated limits as required by the debt issuing institutions. These financial ratios address the liquidity and capital structure of the Group. As of 31 December 2007, the Group was in compliance with all debt covenants.

Trust receipts Trust receipts are one of the financing facilities used by the Group for imports. The buyer promises to hold the goods received in the name of the bank arranging the financing, although the bank retains title to the goods F-31

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) until the debt is settled. These facilities are obtained from local banks and the payment terms vary between 30 to 120 days and are subject to an average rate of interest of 6.5%.

19. EMPLOYEES’ END OF SERVICE BENEFITS The movement in the provision for employees’ end of service benefits is as follows: 2007

2006

Provision as at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acquired on business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Charge during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Payments during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,359,555 — 8,825,643 (2,227,357) 1111

— 6,666,237 3,729,453 (1,036,135) 1111

Balance as at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,957,841 1111 9,359,555 1111

AED AED 1111 1111

20. TRADE PAYABLES AND OTHER CURRENT LIABILITIES 2007

2006

AED AED 1111 1111

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sub-contractors’ retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due to related parties (note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount due to customers on construction contracts (note 14). . . . . . . . . . . . . . . . . .

286,144,803 216,182,622 153,900,831 79,145,312 20,961,031 16,439,473 93,608,918 46,308,657 51,540,241 — 75,985,683 67,535,620 3,890,475 5,697,519 7,593,055 14,728,455 1111 1111 693,625,037 1111 446,037,658 1111

1111 1111

The average credit period on purchases of goods is 60 days. No interest is charged on the trade payables.

The company has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

Other payables mainly include employees related payables of AED 20,603,512 (2006: AED 19,563,057), customer deposits of AED 25,705,236 (2006: nil) and accruals for investment in associates AED 9,167,000 (2006: nil).

21. RELATED PARTY TRANSACTIONS Transactions between the Company and its subsidiaries have been eliminated upon consolidation and are not disclosed in this note. Related parties include employees, Directors, Shareholders and entities in which the Shareholders have the ability to control and exercise a significant influence in financial and operating decisions In 2006, the Company entered into a series of transactions to purchase the entities that were previously owned by the Chairman, Abdulla Al Mazrui and two shareholders. Depa Interiors L.L.C. and its subsidiaries were purchased from Mohannad Sweid, the CEO and Riad Kamal, a shareholder and board member. The subsidiaries, Deco Emirates L.L.C. and Eldiar Furniture Manufacturing and Decoration L.L.C., were acquired from a group of companies owned by the chairman. (See note 30).

The Company maintains significant balances with related parties which arise from commercial and non-commercial transactions. The types of related party transactions are described below.

F-32

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) Commercial transactions: The Group receives and provides services to related parties in the normal course of business. These services consist of construction/fit-out work, leasing office space or land, use of specialized skills on certain projects, and use of employees from related party entities. In addition, the Group purchases supplies and inventory from certain related parties.

Financing: The Group has partially funded its working capital needs with loans from shareholders. The rates of interest on the loans vary between 5.5% to 7.5% and are repayable on demand.

The Group has loaned a shareholder funds to purchase a 20% stake in one of its subsidiaries. The amount owed is being offset by amounts owed to the shareholder for services provided to the Group.

Administrative costs: The Company has incurred certain costs such as notary fees, legal expenses, relating to the establishment of various entities which are not wholly owned by the Group. The Company is to be reimbursed for those costs by the minority shareholders or, with board approval, by way of deduction from dividend payments payable to such shareholders.

In addition, the Company has incurred costs while acting as an administrator for certain related party entities in matters concerning the liquidation of non-operating entities. Amounts due are to be repaid by the shareholder or, with board approval, by way of deduction from salary or dividend payments, as appropriate.

Staff receivables: The Group provides salary advances to employees and directors on certain occasions. Amounts outstanding are repaid in full or deducted from the employee’s pay each month.

The tables below summarize amounts due to and due from related parties, as well as amounts included in costs of sales and management remuneration.

2007

Purchases from associates included in cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . .

2006

AED AED 1111 1111 46,388,887 51,935,854 1111 1111

Amounts due from related parties Shown under current assets Al Tawasoul Property Development L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mazrui Engineering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa Egypt for Import and Export . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dragoni International BVI Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Arabtech Construction Company L.L.C.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Staff receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,815,201 — — 71,524 — 75,372 3,088,313 4,225,949 1111

8,438,309 142,347 684,643 591,107 1,598,045 1,728,443 2,133,597 4,655,897 1111

20,276,359 1111 19,972,388 1111

F-33

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 2007

2006

AED AED 1111 1111

Shown under non current assets Al Tawasoul Property Development L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amounts due to related parties Al Mazuri Holding L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mivan Ireland Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Syed Fareed Bin Shaikh Al Habshi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Short term management benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,306,010 1111 6,499,981 1111 108,224 696,913 — 3,085,338 1111

239,662 1,160,929 1,598,045 2,698,883 1111

3,890,475 1111 5,697,519 1111 15,999,938 9,834,283 1111 1111

22. COST OF SALES

2007

AED 11111

For the period from 15 January 2006 (inception) to 31 December 2006 AED 1111

Staff cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Materials cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Subcontractor cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Overheads and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

221,579,615 156,283,141 345,982,348 273,027,552 370,421,280 394,400,780 170,900,107 54,255,864 11,709,559 3,934,841 18,478,955 4,306,105 11111 1111

................................................................

1,139,071,864 886,208,283 11111 1111

23. GENERAL AND ADMINISTRATIVE EXPENSES

AED 1111

For the period from 15 January 2006 (inception) to 31 December 2006 AED 1111

53,558,245 5,125,733 18,332,228 57,149,068 1111

32,551,015 1,685,330 10,365,835 34,117,818 1111

2007

Staff cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134,165,274 1111

78,719,998 1111 1111

Staff cost includes mainly salaries of AED 29,780,412 (2006: AED16,213,490) and employees’ bonus of AED 10,110,706 (2006: AED 8,408,520).

Other expenses consist of rent amounting to AED 4,553,903 (2006: AED 4,875,449), provision for doubtful debts of AED 1,851,356 (2006: AED 5,068,962), traveling and communication of AED 7,348,700 (2006: AED 2,916,500), contract related expenses AED 8,210,993 (2006: AED 2,549,108) and consultancy fees of AED 7,014,278 (2006: AED 3,434,631)

F-34

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 24. FINANCE COST

AED 1111

For the period from 15 January 2006 (inception) to 31 December 2006 AED 1111

Interest on bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less amounts included in cost of qualifying assets . . . . . . . . . . . . . . . . . . . . . . . . . .

22,974,718 (182,956) 1111

7,384,887 (1,180,457) 1111

Less interest included in cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,791,762 (18,478,955) 1111

6,204,430 (4,306,105) 1111

2007

4,312,807 1111 1,898,325 1111 The weighted average interest rate on funds borrowed is approximately 5.7% per annum (2006: 3.4% per annum) 25. OTHER INCOME

2007

For the period from 15 January 2006 (inception) to 31 December 2006 AED

AED 1111 1111

Gain on disposal of available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain/(loss) on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . .

Others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,896,174 9,998,863 5,447,957 1111

201,262 (584,114) 7,112,902 1111

30,342,994 1111 6,730,050 1111 26. INCOME TAX

AED 1111

For the period from 15 January 2006 (inception) to 31 December 2006 AED 1111

2,885,952 (1,183,759) 1111

6,923,403 (680,722) 1111

2007

Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,702,193 1111 6,242,681 1111 The Company operates in the UAE and, accordingly, is not subject to tax. The Group’s tax provision of AED 2,885,952 (2006: AED 6,923,403) is a result of income taxes associated with its subsidiaries that operate in other jurisdictions. Similarly, the Group’s deferred tax assets and liabilities are derived from these entities.

The deferred tax assets primarily related to provision and the deferred tax liabilities relate to property, plant and equipment and gratuity. Deferred tax assets and liabilities are offset on the balance sheet when a legal right of offset exists.

F-35

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 27. NET PROFIT FOR THE YEAR/ PERIOD Net profit for the year/ period is stated after charging:

2007

Staff costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AED 1111 275,137,860 1111 16,835,292 1111 18,332,228 1111

For the period from 15 January 2006 (inception) to 31 December 2006 AED 1111

188,834,156 1111

1111 5,620,171 1111 10,365,835 1111

28. EARNING PER SHARE Basic and diluted earnings per share is calculated by dividing the net profit attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the year which amounted to 475,000,000 shares.

29. CONTINGENCIES AND COMMITMENTS 2007

Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Letters of guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AED 1111 177,461,480 1111 435,110,778 1111

2006

AED 1111 174,879,793 1111 385,339,583 1111

Letters of credit are issued by various financial institutions which the Group deals with and they provide an irrevocable payment undertaking to suppliers against complying documents as stated in the letters of credit.

The facilities are mainly initiated to facilitate dealings with foreign suppliers.

Letters of guarantee are issued by various financial institutions and they mainly take the form of performance bond and advance payment guarantees. The Group issues various guarantees to clients for whom projects are executed, whereby if the Group fails to execute according to specifications laid out by the client, the latter is guaranteed compensation for monetary losses.

The above letters of credit and guarantee were issued in the normal course of business.

The Group has a commitment to purchase additional shares in 2008 from Jordan Wood Industries PLC for AED 28,000,000. Moreover, the Group has a commitment to invest AED 10,659,435 in a fund located in Jordan.

Legal cases The Group companies are defendants in a number of legal proceedings which arose in the normal course of business. The Company does not expect that the outcome of such proceedings either individually or in the aggregate will have a material effect on the Company’s operations, cash flows or financial position.

F-36

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 30. ACQUISITION OF SUBSIDIARIES The Group entered into purchase agreements to acquire an interest in a number of various companies during the years presented in these financial statements. The Group uses the purchase method to account for these acquisitions, with the results of the subsidiaries being consolidated from the date of acquisition.

The majority of these acquisitions resulted in the recognition of goodwill. Management believes the goodwill arose in such acquisitions because the cost of the combination included a control premium paid to acquire subsidiaries in both 2007 and 2006. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of the subsidiaries acquired. These benefits are not recognized separately from goodwill as the future economic benefits arising from them cannot be reliably estimated.

2007 Acquisition During the year, the Group acquired 51% of ownership interest in Parker Company LLC (“Parker”) and affiliates for a cash consideration of AED 57,487,552. On the date of acquisition, the fair value of the net assets acquired is as follows: AED 1111

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

336,722 4,481,970 36,084,957 (29,703,139) (17,383) 1111

Less Minority interest in Parker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,183,127 (5,780,878) 1111

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,402,249 52,085,303 1111

Total consideration, satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57,487,552 1111

Net cash outflow arising on acquisition: Cash consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(57,487,552) 36,084,957 1111 (21,402,595) 1111

1111

The initial purchase accounting is based on the director’s best estimate of the fair value of the assets and liabilities acquired by the Group and will be finalized in the next period. The finalization of the purchase price allocation may result in a change in fair value of assets and liabilities acquired, and accordingly a corresponding change in goodwill.

Impact of acquisition on the results of the Group Included in the profit for the year ended 31 December 2007 is AED 4,441,973 attributable to the purchase and additional business generated by Parker.

Had this business combination been effected at 1 January 2007, the contract income of the Company would have been AED 15,387,671, and the net profit for the year would have been AED 7,196,288. The directors of the Company consider these 'pro-forma' numbers to represent an approximate measure of the performance of the combined company on an annualized basis and to provide a reference point for comparison in future periods.

F-37

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 2006 Acquisitions (a) Depa Interiors L.L.C. During 2006, Depa United Group P.J.S.C acquired 100 per cent of ownership interest in Depa Interiors L.L.C. for a cash consideration of AED 254,000,000. On the date of acquisition, the fair value of the net assets acquired is as follows: AED 1111

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Held for maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Long term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Revenue in excess of billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

End of service benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,788,396 85,761,976 18,265,413 3,665,000 1,257,927 26,050,026 49,441,013 3,112,685 (1,553,116) (45,491,720) (17,331,484) (6,192,535) 1111

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

126,773,581 188,353 127,038,066 1111

Total consideration, satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

254,000,000 1111

1111

Net cash outflow arising on acquisition: Cash consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (254,000,000) Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,112,685 Bank overdraft acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,331,484) 1111 (268,218,799) 1111

1111

(b) Various subsidiaries During 2006, Depa Interiors L.L.C. acquired various subsidiaries for a cash consideration of AED 148,582,786. On the date of acquisition, the fair value of the net assets acquired is as follows:

F-38

F-39 13,004,201 — 1111 13,004,201 11,995,799 11 11

30,976,016 — 1111 30,976,016 4,023,984 11 11

Less minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,882,790 18,804,539 11 11

16,659,384 (1,776,594) 11 11

4,167,505 4,457,612 11 11

15,140,515 13,859,485 11 11

4,472,094 15,140,515 (304,589) — 11 11 1111

(34,964,823) 1111 (24,702,150) 1111 (17,679,637) 1111

(35,000,000) (25,000,000) (33,687,329) 156,758 2,133,415 16,007,692 (121,581) (1,835,565) — 1111 1111 1111

Total

AED 11 11

2,790,306 14,480,034 1111

2,766,109 1124,197 11

80,961,333 67,621,453 11 11

83,018,319 (2,056,986) 11 11

1111 1111 60% 111 1 1111

(26,323,683)(121,687,436) 1111 1111

(8,625,117) (29,000,000) (17,270,340)(148,582,786) 214,535 19,718,730 598,917 38,830,047 (325,291) — (9,652,260) 1111 1111 1111 (11,934,697) 1111

(8,735,873) (9,281,270) 1111 1111 1111 1111 1111 Percentage of ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11100% 82.68% 86.17% 11 11100% 11 11 11 11 11 11100% 11

Net cash outflow arising on acquisition: Cash consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank overdraft acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dragoni International L.L.C 11 11

1,597,039 10,617,035 309,869 1,306,698 15,870,190 6,401,913 2,269,717 13,189,000 2,826,600 51,862,466 60,629 — — — 60,629 — — 65,856 — 65,856 4,563,058 4,563,058 — 2,027,623 — — 3,469,660 26,662,298 2,244,828 36,093,603 36,688,937 138,707,809 16,007,692 214,535 19,718,730 598,917 38,830,047 — — (612,086) (254,218) (3,406,709) (38,633,245) (12,576,353) (53,624,457) (14,034,278)(140,355,703) — — — (14,714,287) (14,714,287) — (325,291) — 11 (9,652,260) 1111 1111 1111 11 (11,934,697) 1111

Depa for Hotels 11 11

Depa Pino Decoration Meroni Contracting & Wood & General Metal Maintenance Industries L.L.C. 11 11 11 11

35,000,000 25,000,000 33,687,329 8,625,117 29,000,000 17,270,340 11 11 11 11 11 11 11 11 11 11 11 11 148,582,786 1111

892,703 6,438,913 2,133,415 (764,610) (3,397,469) — (1,835,565) 1111

549,334 30,579,230 156,758 (1,775,795) (18,089,901) — (121,581) 1111

Total consideration, satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,489,814 8,047,000 — —

549,735 19,128,236 — —

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred taxable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investment in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

End of service benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deco Emirates L.L.C 11 11

Pino Meroni Yatch Interiors L.L.C 11 11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED)

DEPA UNITED GROUP P.J.S.C.

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 30 ACQUISITION OF SUBSIDIARIES (C) Eldiar Furniture Manufacturing and Decoration During 2006, Depa Interiors L.L.C. acquired 100 per cent of ownership interest in Eldiar Furniture Manufacturing and Decoration for a cash consideration of AED 11,900,000. On the date of acquisition, the fair value of the net assets acquired is as follows: AED 1111

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

End of service benefits obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,523,239 8,116,000 3,761,890 18,762,018 103,060 (1,808,099) (7,211,688) (114,940) 1111

Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24,131,480 (12,231,480) 1111

Total consideration, satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,900,000 1111

Net cash outflow arising on acquisition: Cash consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank overdraft acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(11,900,000) 103,060 (114,940) 1111 (11,911,880) 1111

1111

F-40

F-41

261,997,801 1111 202,264,769 1111 1,272,780,153 1111 957,743,158 1111 315,036,996 1111 70,511,366 1111 16,726,834 1111 3,326,624 1111

30,171,904 1111 18,762,466 1111 14,109,496 1111 97,430,924 1111 78,803,637 1111 18,627,287 1111 — 1111 — 1111 — 1111

— 1111 — 1111 (35,337,124) 1111 502,228,324 1111 115,707,193 1111 386,521,130 1111 404,677 1111 108,458 1111 15,005,604 1111

2007 Procurement unallocated AED AED 1111 1111 Construction AED 1111

280,760,267 1111 181,037,141 1111 1,872,439,401 1111 1,152,253,988 1111 720,185,413 1111 70,916,043 1111 16,835,292 1111 18,332,228 1111

161,893,170 1111 122,612,680 1111 788,755,770 1111 665,963,103 1111 122,792,668 1111 92,415,287 1111 5,588,554 1111 — 1111

1,419,832,131 1111 1,048,101,453 1111

Total AED 1111

— 1111 — 1111 — 1111 — 1111 — 1111 — 1111 — 1111 — 1111 — 1111

— 1111 — 1111 (19,314,858) 1111 478,516,149 1111 15,583,707 1111 462,932,441 1111 222,670 1111 31,617 1111 10,365,835 1111

2006 Procurement unallocated AED AED 1111 1111

Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

213,913,853 1111 140,154,046 1111 1,515,464,119 1111 953,193,515 1111 562,270,604 1111

External revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,157,433,237 1111

UAE AED 1111

225,257,594 1111 46,130,368 1111 27,186,990 1111 248,924,941 1111 162,772,736 1111 86,152,205 1111

37,141,300 1111 20,716,047 1111 13,696,105 1111 108,050,341 1111 36,287,737 1111 71,762,604 1111

2007 MENA Rest of the world AED AED 1111 1111

280,760,268 1111 181,037,141 1111 1,872,439,401 1111 1,152,253,988 1111 720,185,413 1111

1,419,832,131 1111

Total AED 1111

722,927,223 1111 128,803,631 1111 79,193,598 1111 1,049,703,999 1111 527,414,190 1111 522,289,809 1111

UAE AED 1111

325,174,230 1111 33,089,539 1111 24,104,224 1111 217,567,920 1111 154,132,620 1111 63,435,300 1111

— 1111 — 1111 — 1111 — 1111 — 1111 — 1111

2006 MENA Rest of the world AED AED 1111 1111

Total

AED 1111 1,048,101,453 1111 161,893,170 1111 103,297,822 1111 1,267,271,919 1111 681,546,810 1111 585,725,109 1111

Total

AED 1111 1,048,101,453 1111 161,893,170 1111 103,297,822 1111 1,267,271,919 1111 681,546,810 1111 585,725,109 1111 92,637,957 1111 5,620,171 1111 10,365,835 1111

The Group operates in three geographic markets: the United Arab Emirates (UAE), Middle East & North Africa (MENA) and rest of the world. The following table shows the Group’s geographical segment analysis:

31.2 Geographical segment information

31. SEGMENT INFORMATION

Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deprecation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year /period . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

External revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,389,660,227 1111

Construction AED 1111

The Group operates in two business segments: construction and procurement. The following table shows the Group’s primary segment analysis:

31.1 Business segment information

31. PRIMARILY SEGMENT INFORMATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED)

DEPA UNITED GROUP P.J.S.C.

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 32. FINANCIAL INSTRUMENTS 32.1 Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from 2006.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 18, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings.

Gearing ratio The Group’s risk management committee reviews the capital structure on a semi-annual basis. As part of this review, the committee considers the cost of capital and the risks associated with each class of capital. The Group has a target gearing ratio of 50-65% determined as the proportion of net debt to equity. Based on the committee’s recommendations, the Group expects to increase its gearing ratio closer to 65% through the issue of new debt and the payment of dividends.

The gearing ratio at the year end was as follows: 2007

2006

AED AED 1111 1111

Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

398,609,475 214,203,367 (69,138,787) 1111 (48,403,711) 1111

Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

329,470,688 1111 165,799,656 1111

Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

720,185,413 1111 585,725,109 1111

Net debt to equity ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1111 1111 46% 1111

1111 1111 28% 1111

Debt is defined as long-and short-term borrowings, as detailed in Note 18. Equity includes all capital and reserves of the Group.

32.2 Categories of financial instruments 2007

2006

AED AED 1111 1111

Financial assets Investment in associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Held-to-maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Available-for-sale investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Loans and receivables (including cash and cash equivalent) . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial liabilities Trade payables and other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

80,188,893 16,219,258 3,665,000 3,665,000 7,715,565 19,160,743 1,071,604,400 1111 716,725,722 1111 1,163,173,858 1111 755,770,723 1111 500,207,103 296,574,501 398,609,475 1111 214,203,367 1111 898,816,578 1111 510,777,868 1111

1111 1111

At the reporting date there are no significant concentration of credit risk for loans and receivables designated at FVTPL. The carrying amount reflected above represent the Group’s maximum exposure to credit risk for such loans and receivables.

F-42

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) 32.3 Financial risk management objectives The Group’s treasury function co-ordinates access to domestic and international functional markets and monitors and manages the financial risk exposure relating to the operations of the Group.

The Group is exposed to the following risks related to financial instruments - credit risk, liquidity risk, fair value interest rate risk and foreign currency risk.

32.4 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group, and arises principally from the Group’s trade and other receivables and bank balances.

The Group has adopted a policy of only dealing with creditworthy counterparties, however significant revenue is generated by dealing with high profile well known customers, for whom the credit risk is assessed to be low.

The Group attempts to control credit risk by monitoring credit exposures, limiting transactions with specific non-related counterparties, and continually assessing the creditworthiness of such non-related counterparties.

Balances with banks are assessed to have low credit risk of default since these banks are highly regulated by the central banks of the respective countries.

Concentration of credit risk arises when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions.

Concentration of credit risk indicates the relative sensitivity of the Group’s performance to developments affecting a particular industry or geographic location. Trade and other receivables from major customers is AED 103.3 million (31 December 2006: AED 106.9 million) which represents 40.6% (31 December 2006: 56.9%) of the total trade and other receivables at the balance sheet date. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The amount that best represents maximum credit risk exposure on consolidated financial assets at the consolidated balance sheet date, in the event counterparties failing to perform their obligations generally approximates their carrying value. Trade and other receivables and balances with banks are not secured by any collateral.

32.5 Liquidity risk Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in Note 18 is a listing of additional unutilized facilities that the Group has at its disposal to further reduce liquidity risk.

As of 31 December 2007 the maturity profile of all financial liabilities disclosed in Note 32.2 is based on existing contractual repayment arrangements of one year from balance sheet date except for bank borrowings, the maturity profile of which is disclosed in Note 18.

32.6.1 Currency risk The Group undertakes certain transactions denominated in foreign currencies. Thus, exposures to exchange rate fluctuations arise.

F-43

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: Liabilities 31 December 2007 2006 AED AED 1111 1111

US Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Qatari Riyal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Saudi Riyal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Indian Rupee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Moroccan Dinar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Egyptian pound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29,703,199 44,687,485 1,573,673 6,584,598 55,508,395 88,792,748

Assets 31 December 2007 2006 AED AED 1111 1111

— 97,430,924 — 91,263,671 71,104,895 122,066,957 — 984,080 — — 10,619,417 — 96,864 65,724,084 461,676 77,198,546 110,111,882 86,955,797

32.6.2 Foreign currency sensitivity analysis The Group is mainly exposed to United States Dollars (USD), Qatari Riyals (QR), Saudi Riyals (SR), Indian Rupee (INR), Moroccan Dinar (MAD) and Egyptian pound (LE). Due to the AED, QR, and SR link to USD, management believes that no currency fluctuation risk exist on these currencies.

At 31 December 2007, if the INR, MAD and LE had weakened by 10% against the AED, with all other variables held constant, net equity at year end would have been lower by AED 3.56 million (2006: AED 1.01 million) mainly as a result of foreign exchange loss on translation of INR, MAD and LE denominated outstanding.

32.6.3 Forward foreign exchange contracts The Group sometimes enters into forward foreign exchange contracts to manage the risk associated with fluctuations in exchange rates. At year end the Group did not have any outstanding derivatives.

32.7 Interest rate risk The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings. The Group plans to enter into derivative financial instruments to manage interest rate risk in the future.

The Group’s exposures to interest rates on financial liabilities are detailed in Note 18.

32.7.1 Interest rate sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s profit for the year ended 31 December 2007 would decrease/increase by AED 2 million (2006: decrease/increase

by AED 1 million). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings. The Group’s sensitivity to interest rates has increased during the current year mainly due to the increase in variable rate borrowings.

32.8 Fair value of financial assets and liabilities The fair values of financial assets and financial liabilities are determined as follows: •

the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices;

F-44

DEPA UNITED GROUP P.J.S.C. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006 (CONTINUED) •

the fair value of other financial assets and financial liabilities is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments.

Investment in associates The fair value for investments in Al Tawasoul Property Management and Decolight Trading L.L.C has not been disclosed because it cannot be reliably measured due to the fact that those investments are not quoted.

The fair value of investments in Design Studio Furniture Manufacturer Limited, Thailand Carpet Manufacturing Public Company Limited and Jordan Wood Industries PLC at 31 December 2007 was AED 74,763,667 compared to a carrying amount of AED 46,028,677. The fair values of the investment are based on quoted market prices.

Available for sale investments Investment of AED 7,715,565 is in a private equity fund and is stated at fair value which is based on the net asset valuation issued by the fund at 31 December 2007. The 2006 investment of AED 19,160,743 was in a business venture which had not yet formed a company. As such the fair value of the investment was not determinable and the investment has been recorded at carrying value.

Except as detailed in the previous paragraphs, management considers that the carrying amounts of financial assets and financial liabilities in the financial statements approximate their fair values.

33. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS These consolidated financial statements have been approved by management and authorized for issue on 28 March 2008.

F-45

Deloitte & Touche (M.E.) Bin Ghanim Tower, 10th floor Hamdan Street P.O. Box 990, Abu Dhabi United Arab Emirates Tel: +971 (2) 676 0606 Fax: +971 (2) 676 0644 www.deloitte.com

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Depa Group of Companies Dubai, UAE We have audited the combined financial statements of Depa Group of Companies (the “Group”), which comprise the combined balance sheet as at 31 December 2005, and the combined statements of income, and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the combined financial statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these combined 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 combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined 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 combined 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 combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F-46

Opinion

As disclosed in Note 2 to the financial statements, comparative figures, a statement of changes in shareholder’s equity and statement of cash flows have not been presented, which practice, we believe is not in accordance with International Accounting Standard No. 1 – “Presentation of Financial Statements”.

In our opinion, with the exceptions of the matter disclosed in the preceding paragraph, the combined financial statements present fairly, in all material respects, the financial position of the Group as of 31 December 2005, and of its financial performance for the year then ended in accordance with basis of presentation referred to in note 2 and in accordance with International Financial Reporting Standards.

12 March 2008

Member of Deloitte Touche Tohmatsu

Audit . Tax . Consulting . Financial Advsory .

F-47

DEPA GROUP OF COMPANIES COMBINED BALANCE SHEET AT 31 DECEMBER 2005 Notes 11 2005 11 11 AED

ASSETS Non-current assets

Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Held to maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other non current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investment in associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred taxable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5 6 8 9 7

23,802,911 18,265,413 3,665,000 1,257,927 65,856 1160,632 11 47,117,739 11 11

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current assets

Trade receivables and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount due from customers on construction contract. . . . . . . . . . . . . . . . . . . . . . . . . . .

Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10 11 12

95,609,606 34,290,908 2,920,452 41,188,064 11 11

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

174,009,030 1111

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

221,126,769 1111

1111

EQUITY AND LIABILITIES Capital and reserves

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Translation reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23 13

Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,574,500 6,430,258 19,412,400 1174,845 11

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

58,492,003 (188,353) 11 11

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

58,303,650 11 11

Non-current liabilities

Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Employees’ end of service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

6,192,535 2,929,812 11 11 9,122,347 11 11

Current liabilities

Trade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15 136,043,978 14 11 17,656,794 11

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

153,700,772 1111

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

221,126,769 1111

................................................................................

Chief Executive Officer

1111

................................................................................

Managing Director – Finance

The accompanying notes form an integral part of these combined financial statements.

F-48

DEPA GROUP OF COMPANIES COMBINED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 Notes 11 2005 11 11 AED

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

199,238,500 17 (163,970,326) 1111

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share of loss from associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35,268,174 18 (20,522,501) 16 8,185,210 (90,144) 561,296 19 11 (148,040) 11

Net profit for the year before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

23,253,995 (1,445,293) 11 11

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

21,808,702 11 11

Attributable to:

Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,117,055 (308,353) 11 11 21,808,702 11 11

The accompanying notes form an integral part of these combined financial statements.

F-49

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 1.

GENERAL

On 18 February 2006, the controlling shareholders of Depa Interiors LLC, Depa Decoration Contracting & General Maintenance LLC, Pino Meroni Yatch Interiors LLC, Depa for Hotels, and Pino Meroni Wood & Metals Industries of the Group (collectively referred to as the “Group”) sold their ownership interest in these entities to Depa United Group P.J.S.C. These combined financial statements have been prepared solely for the purposes of presenting the combined financial information of the companies acquired by Depa United Group, and accordingly, comparative figures, statement of changes in shareholder’s equity and statement of cash flows have not been presented.

The Group specializes in the full scope fit out and furnishing of five star hotels, yachts and facilities and related services.

2.

ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

In the current year, the Group has adopted the new revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting period beginning on 1 January 2005. The adoption of these new and revised standards and interpretations has resulted in changes to the Group’s presentation and disclosure in the financial statements as required by the following International Accounting Standards: •

Presentation of Financial Statements (IAS 1)

•

Related Party Disclosures (IAS 24)

•

Financial Instruments: Recognition and Measurement (IAS 39)

At the date of authorisation of these combined financial statements, the following Standards and Interpretations were in issue but not effective for these statements: •

IFRS 7

Financial Instruments: Disclosures, and a complementary amendment to IAS 1, Presentation of Financial Statements – Capital Disclosures effective for

annual periods beginning on or after 1 January 2007 •

IFRS 8

Operating Segments effective for annual periods beginning on or after

1 January 2009 •

IFRIC 7

Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary Economies effective for annual periods beginning on or

after 1 March 2006 •

IFRIC 8

Scope of IFRS 2 effective for annual periods beginning on or after

1 May 2006 •

IAS 1 (Revised)

Presentation of Financial Statements effective for annual periods beginning

on or after 1 January 2009 •

IAS 23 (Revised)

Borrowing Costs effective for annual periods beginning on or after

1 January 2009 •

IAS 27 (Revised)

Consolidated and Separate Financial Statements effective for annual periods

beginning on or after 1 July 2009 •

IFRS 3 (Revised)

Business Combinations effective for annual periods beginning on or after 1 July 2009 F-50

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

•

IFRIC 9

Reassessment of Embedded Derivatives effective for annual periods beginning on or after 1 June 2006

•

IFRIC 10

Interim Financial Reporting and Impairment effective for annual periods

beginning on or after 1 November 2006 •

IFRIC 11

IFRS2: Company and Treasury Share Transactions effective for annual

periods beginning on or after 1 March 2007 •

IFRIC 12

Service Concession Arrangements effective for annual periods beginning on

or after 1 January 2008 •

IFRIC 13

Customer Loyalty Programmes effective for annual periods beginning on or

after 1 July 2008 •

IFRIC 14

The limit on a defined benefit asset, Minimum Funding Requirements and their Interaction effective for annual periods beginning on or after

1 January 2008 3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The combined financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

Basis of preparation

The combined financial statements are presented in UAE Dirhams (AED) since that is the currency in which the majority of the Group’s transactions are denominated.

The combined financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below: Basis of combination

The combined financial statements include the financial statements of the entities which are under common control.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All significant intra-group transactions, balances, income and expenses are eliminated on combination.

Minority interests in the net assets of combined subsidiaries are identified separately from the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original acquisition and the minority’s share of changes in equity since the date of the acquisition. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

F-51

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

The entities included in the Group and the percentage owned by the control group is as follows:

111111111111

Name of entity

Proportion of ownership interest and voting power

Country of

incorporation 1111 1111

111111111111111

Principal activities

Depa Interiors L.L.C.

100%

U.A.E.

Full scope fit out and furnishing of five star hotels.

Depa Decoration,Contracting & General Maintenance L.L.C.

100%

U.A.E.

Interior decoration, contracting and general maintenance services for hotels and other entities.

Pino Meroni Yatch Interiors L.L.C.

100%

U.A.E.

Trading in material and requisites for upholstery and fabric for curtains and upholstery and trading in decoration and partition materials.

Depa for Hotels

82.68%

Egypt

Decoration works, interior and exterior finishing for hotels, motels, tourist villages and nile cruise ships.

Pino Meroni Wood & Metal Industries

86.17%

Egypt

Manufacturing of wooden and steel furniture.

Investment in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for under IFRS 5 Non-current Assets Held for Sale and Discounted Operations. Under the equity method, investments in associates are carried in the balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognized, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate.

F-52

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) Investment Held-to-maturity investments

Commercial paper with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost using the effective interest method less any impairment, with revenue recognized on an effective yield basis.

Available For Sale (AFS) financial assets

Listed shares that are traded in an active market and certain unquoted investments held by the Group are classified as being available-for-sale investments and are stated at fair value. Fair value is determined by reference to quoted market prices at the close of business on the balance sheet date. In the absence of quoted market prices, fair value is determined with reference to the latest available financial information of the investees. Gains and losses arising from changes in fair value are recognized directly in equity with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets, which are recognized directly in the consolidated profit or loss.

Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognized in the investments revaluation reserve is included in the profit or loss for the period.

Dividends on AFS equity instruments are recognized in the consolidated profit or loss when the Group’s right to receive the dividends is established.

The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the balance sheet date. The change in fair value attributable to translation differences that result from a change in amortized cost of the asset is recognized in the consolidated profit or loss, and other changes are recognized in equity.

Revenue recognition

The Group’s revenue is primarily derived from construction revenue.

Revenue from Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity at the balance sheet date, measured based on the proportion that contract costs incurred for work performed to date relative to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognized as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

Dividend and interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rate applicable.

Dividend revenue from investments is recognized when the shareholder’s right to receive payment has been established.

F-53

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) Other income

Other income which primarily consists of gain on disposal of property, plant and equipment and investments, support and tender fees, and commission income is recognized when title has been passed to third party and/or when service has been provided.

Borrowings

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on borrowing costs (see above). Contingent rentals are recognized as expenses in the periods in which they are incurred.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Foreign currencies

For the purpose of these combined financial statements U.A.E Dirhams (AED) is the functional of the Company and the presentation currency of the Group.

Transactions in currencies other than AED (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At combined balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the combined balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognized in combined income statement in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognized in the foreign currency translation reserve and recognized in profit or loss on disposal of the net investment.

F-54

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

For the purpose of presenting combined financial statements, the assets and liabilities of the Company’s foreign subsidiaries are expressed in UAE Dirhams using exchange rates prevailing at the balance sheet date.

Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the translation reserve. Such exchange differences are recognized in profit or loss in the period in which the foreign operation is disposed of.

Employee benefits

Provision is made for the estimated liability for employees’ entitlement to annual leave and leave passage as a result of services rendered by eligible employees up to the balance sheet date. Provision is also made for the full amount of end of service benefits due to non-UAE national employees in accordance with UAE Labour Law, for their period of service up to the balance sheet date. This provision is calculated as 21 days remuneration for each year of the first 5 years of service and 30 days remuneration for additional year of service.

The provision relating to annual leave and leave passage is recorded as a current liability, while that relating to end of service benefits is recorded as a non-current liability.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment is their purchase cost, together with any incidental expenses of acquisition.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The principal annual rates used for this purpose are as follows: Buildings Caravans Motor vehicles Office equipment & machinery Furniture and fixtures

10% 10% 10% – 25% 20% – 33% 6% – 25%

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in the combined income statement.

Impairment

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the

F-55

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

recoverable amount of the cash-generating unit to which the asset belongs. Where a recoverable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs to sell and value in use.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less that its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.

An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the combined balance sheet date.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Provision for taxation

The tax charge for the current accounting period is based on the results for the year as adjusted for items which are non-assessable or disallowed for tax purposes. The tax charge is calculated using the prevailing tax rates under the fiscal regime in the countries of operation taking into account exemptions which can be claimed pursuant to local, bilateral or international treaties and/or conventions as at the combined balance sheet date.

Deferred income tax is provided using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on laws that have been enacted at the balance sheet date.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Financial instruments

Financial assets and financial liabilities are recognized on the Group’s combined balance sheet when the Group becomes a party to the contractual provisions of the instrument.

F-56

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

The principal financial assets are cash and bank balances, trade and other receivables, available for sale investments and held to maturity investments.

Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for doubtful amounts.

Investments are recognized on a trade date basis where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the time frame established by the market concerned, and are initially measured at fair value, plus directly attributable transaction costs.

At subsequent reporting dates, held to maturity investments are measured at amortized cost using the effective interest rate method, less any impairment loss recognized to reflect irrecoverable amounts.

Gains and losses arising from changes in fair value of available for sale investments are recognized directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognized in equity is included in the profit or loss for the period.

The principal financial liabilities are bank borrowings and trade and other payables. Bank borrowings are recorded at the proceeds received reduced by repayments made. Finance charges are accounted for on an accrual basis. Trade and other payables are stated at their nominal values.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and return that are different from those of segments operating in other economic environments.

The Group does not present business segment since it has only one line of business.

4.

CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if, the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgments in applying the Group’s accounting policies

The following are the critical judgments, apart from those involving estimations described below, that the management have made in the process of applying the Group’s accounting polices and have the most significant effect on the amounts recognized in the combined financial statements.

Investment in securities

As described in Note 3, investments are classified as either held for trading or available for sale.

In judging whether investments are held for trading or available for sale, management has considered the detailed criteria for determination of such classification as set out in IAS 39 “Financial Instruments: Recognition and Measurement”. Management is satisfied that its investment in securities is appropriately classified as AFS investments.

F-57

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) Key sources of estimation

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Allowances for doubtful debts

Management has estimated the recoverability of accounts receivable and has considered the allowance required for doubtful debts. Management has estimated for the allowance for doubtful debts on the basis of prior experience and the current economic environment. Estimating the amount of the allowance for doubtful accounts requires significant judgment and the use of estimates related to the amount and timing of estimated losses based on historical loss experience, consideration of current economic trends and conditions and debtor-specific factors, all of which may be susceptible to significant change. A provision for bad debt is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differ from management estimates, additional provision for bad debt could be required that could adversely affect earnings or financial position in future periods.

Allowance for stock obsolescence Management has estimated the recoverability of inventory balances and considered the allowance required for inventory obsolescence based on the current economic environment and best obsolescence history. Estimating the amount of the allowance for stock obsolescence requires significant judgment and the use of estimates related to the provision for amortization based on historical loss experience and consideration of current interior design market trends, all of which may be susceptible to significant change.

A provision for stock obsolescence is charged to contract costs based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differ from management estimates, additional provision for stock obsolescence could be required that could adversely affect earnings or financial position in future periods.

Useful lives of property, plant and equipment

As described in Note 3, the Group estimates the useful lives of property, plant and equipment at the end of each annual reporting period based on historical experience. During the financial year, management has determined that these expectations do not differ from previous estimates.

Revenue on construction contracts

As described in Note 3, when the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity on the balance sheet date. In judging whether the outcome of the construction contract can be estimated reliably, management has considered the detailed criterion for determination of such outcome as set out in IAS 11 ‘Construction Contracts’. For the purpose of estimating the stage of completion of contract activity, management is required to make significant judgments, estimates and assumptions. In assessing contract performance, both input and output criteria are reviewed. Costs incurred are used as an objective input measure of performance.

The primary inputs of all work performed under these arrangements are labor and materials. Costs incurred as a proportion of expected total costs is used as an initial proportional performance measure. The indicative proportional performance measure is always subsequently validated against other more subjective criteria (i.e. relevant output measures) such as the percentage of construction completed and the achievement of any project milestones stipulated in the contract. In the event of divergence between the objective and more subjective measures, the more subjective measure takes precedence since these are output measures.

F-58

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

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

Fair value of available for sale investments

The Group records available for sale investments at fair value. The Group is required to estimate the fair value for investments in private securities. The Group is required to make significant judgments in estimating these values and bases its estimate on available financial statements.

F-59

F-60

Office equipment & machinery AED 1111

Furniture & fixtures AED 1111

Capital work in Progress AED 1111

30,851 1,211,740` 1111 1111

7,339,832 1111

2,305,133 1111

6,762,719 1111

685,083 5,684,830 1,870,150 — 283,385 1,649,244 330,160 — (250,607) 1111 (270) 1111 (18,750) 1111 — 1111 717,861 1111 7,333,804 1111 2,181,560 1111 — 1111

1,017,030 13,000,524 2,825,980 156,909 1,178,445 1,678,995 1,679,463 6,605,810 (265,874) 1111 (5,883) 1111 (18,750) 1111 — 1111 1,929,601 14,673,636 4,486,693 1111 6,762,719 1111 1111 1111

Motor vehicles AED 1111

1111

23,802,911 1111

10,733,711 1111

8,582,001 2,421,337 (269,627) 1111

34,536,622 1111

22,233,654 12,593,475 (290,507) 1111

Total

AED 1111

Capital work in progress represents the cost incurred for the construction of Pino Meroni and Depa Joinery Factory at Dubai Investment Park, which was still under progress at 31 December 2005.

6,152,636 1111

62,882 1111

437,604 1111

31 December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net book value 31 December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47,425 15,457 — 1111

294,513 143,091 — 1111

1 January 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accumulated depreciation

93,733 1111

6,590,240 1111

31 December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Caravans

AED 1111

77,283 16,450 — 1111

Land and buildings AED 1111

5,155,928 1,434,312 — 1111

PROPERTY, PLANT AND EQUIPMENT

1 January 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost

5.

NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

DEPA GROUP OF COMPANIES

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 6.

AVAILABLE FOR SALE INVESTMENTS 2005

AED 11 11

Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,265,413 11 11

The investments included above represent investments in a business venture which had not yet formed a company. As such the fair value of the investment was not determinable and the investment has been recorded at carrying value. Management believes that the cost of this investment approximate its fair value.

7.

INVESTMENT IN ASSOCIATE 2005

AED 11 11

Cost of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1165,856 11

Although the Group holds less than a 20 per cent ownership in its associate, the Group exercises significant influence by virtue of its contractual right to appoint one director to the board of the investee.

Details of Group’s associate is as follows: Name of Associate 111111111

registration and operation 1111 of ownership 11111111

Place of incorporation for

Proportion

Principal activitity 111111111111111

Al Tawasoul Property Development Company

United Arab Emirates

15.6%

Property development and management.

The associate reported net losses of AED 577,848 for the period ended 31 December 2005 and has net current liabilities of AED 64,443,585. Management of the associate has prepared the financial statements on a going concern basis as the shareholders have committed to provide sufficient financial support to enable the associate and its subsidiary to meet its financial obligations for the foreseeable future.

The movement in the investments in associate is as follows: 2005

AED 11 11

Cost of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share in loss of associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

156,000 (90,144) 11 11

1165,856 11 8.

HELD TO MATURITY INVESTMENTS

Held to maturity investments represent an investment of US$ 1,000,000 made in the Mashreq Bank Equity Supremo Fund. Redemption at maturity will be 100% of the investment plus the return. The period of the investment is from 27 May 2004 to 27 May 2008.

9.

OTHER NON CURRENT ASSETS

Other non current assets includes an advance of AED 1,257,927 made to a third party for shares in a company upon its formation

F-61

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 10. TRADE RECEIVABLES AND OTHER CURRENT ASSETS 2005

AED 11 11

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advances to sub-contractors and suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other receivables and current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due from related parties (note 22). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25,769,843 13,005,093 7,820,071 7,793,179 1,648,569 42,327,668 1111

Less: Allowances for doubtful trade receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

98,364,423 (2,754,817) 11 11 95,609,606 11 11

Other receivables and current assets balance primarily consists of restricted cash amounting to AED 4,476,441, refundable deposits of AED 942,346, tax receivable of AED 713,303.

Prepayments primarily consist of prepaid rent expenses of AED 610,400, insurance prepaid expenses of AED 142,136 and visa prepaid expenses of AED 228,268.

The movement in the allowance for doubtful trade receivables during the year is as follows: 2005

AED 11 11

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Written-ff during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,042,336 (2,424,962) 3,137,443 11 11 2,754,817 11 11

There has been no allowance established for any of the other current assets.

11. CONSTRUCTION CONTRACTS 2005

AED 11 11

Contracts in progress at balance sheet date Amount due from contract customers included in current assets . . . . . . . . . . . . . . . . . . . . . . . .

Amount due to contract customers included in trade and other payables. . . . . . . . . . . . . . . . . .

34,290,908 (8,923,482) 11 11 25,367,426 11 11

Contract cost incurred plus recognised profits less recognised losses to date . . . . . . . . . . . . . . 501,733,779 Less: Progress billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (476,366,353) 1111 25,367,426 11 11 Included in the Group’s amount due from customers on construction contracts are amounts which have been recognized as revenue and have not been billed at the consolidated balance sheet date. The Group policy is to bill the customers as per the contract which is generally between 60 to 120 days. At the balance sheet date the unbilled revenue for more than 120 days is considered not significant.

F-62

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 12. Inventories 2005

AED 11 11

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: allowance for slow moving and obsolete inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,112,177 (191,725) 11 11 2,920,452 11 11

The movement in the allowance for slow moving and obsolete inventories during the year is as follows: 2005

AED 11 11

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

155,310 1136,415 11 191,725 11 11

13. STATUTORY RESERVE

In accordance with the Articles of Association of the entities under combination and the UAE Federal Law Number 8 of 1984 (as amended), concerning Commercial Companies, 10% of net profits for the year are transferred to a statutory reserve until the reserve equals 50% of the share capital. This reserve is not available for distribution.

14. BANK BORROWINGS 2005

AED 11 11

Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17,656,794 6,192,535 11 11 23,849,329 11 11

The borrowings are repayable as follows: On demand or within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In the second year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In the third year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17,656,794 4,369,555 1,822,980 11 11

Less: Amount due for settlement within 12 months (shown under current liabilities) . . . . . . . .

23,849,329 (17,656,794) 1111

Amount due for settlement after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,192,535 11 11

Bank overdrafts

This represents overdrafts on the Group’s banking accounts. The interest rate on the overdrafts varies between EIBOR plus 2.5% and 3% and the balances change daily depending on cash flows.

Bank loans

The Group has the following principal bank loans: •

During 2005 the Group borrowed AED 3,742,980 under term loan that bear interest at EIBOR plus 1.5%. Interest and principal are payable on a monthly basis from 25 March 2007. The loan matures on September 2008. At 31 December 2005, the outstanding balance of the loan is AED 3,742,980.

F-63

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

•

During 2005 the Group borrowed AED 2,170,000 under term loan that bear interest at EIBOR plus 2%. Interest and principal are payable on a quarterly basis from 11 September 2007. The loan matures on March 2008. At 31 December 2005, the outstanding balance of the loan is AED 2,170,000.

•

The Group entered into various other borrowing arrangements in 2005. The total amount outstanding under these agreements at 31 December 2005 was AED 279,555.

15. TRADE PAYABLES AND OTHER CURRENT LIABILITIES 2005

AED 11 11

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sub-contractors retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provision for losses on projects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Note payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due to related parties (note 22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount due to customers on construction contracts (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . .

31,367,824 58,104,552 4,421,179 6,632,039 3,142,778 5,023,156 11,989,532 6,439,436 8,923,482 11 11 136,043,978 1111

1111

Other payables mainly include employee accrued salaries and related benefits of AED 3,921,253, tax related payables of AED 1,710,573, payables for purchase of property, plant and equipment of AED 2,073,717.

16. OTHER INCOME 2005

AED 11 11

Gain on disposal of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on disposal of property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Support and tender fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Commission income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Penalty income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Miscellaneous income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,982,930 26,319 13,270 1,135,777 2,021,250 680,368 2,325,296 1111 8,185,210 11 11

Miscellaneous income primarily includes an amount of AED 2,026,607 for compensation received for a project which was previously abandoned by a client.

17. COST OF SALES 2005

AED 11 11

Staff cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Materials cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Subcontractor cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Overheads and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20,083,165 58,905,649 34,566,614 47,702,860 1,816,324 895,714 11 11 163,970,326 1111

1111

F-64

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 18 GENERAL AND ADMINISTRATIVE EXPENSES 2005

AED 11 11

Staff cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,158,747 605,013 12,758,741 1111 20,522,501 11 11

Other expenses mainly consist of rent expense amounting to AED 1,093,702, contract related expenses of AED 3,392,511, consultancy fees of AED 541,320 and telephone expenses of AED 456,455, stationary expenses 346,673, bad debt provision of AED 3,137,443.

19. FINANCE COST 2005

AED 11 11

Interest on bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less interest included in cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,043,754 (895,714) 11 11 148,040 11 11

20. NET PROFIT FOR THE YEAR

Net profit for the year is stated after charging: 2005

AED 11 11

Staff costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28,224,420 11 11 2,421,337 11 11

21. CONTINGENCIES AND COMMITMENTS 2005

AED 11 11

466,521 11 11 Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 25,687,113 11 Letter of guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,055,460 1111 Capital commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Letters of credit are issued by various financial institutions which the Group deals with and they provide an irrevocable payment undertaking to suppliers against complying documents as stated in the letters of credit. The facilities are mainly initiated to facilitate dealings with foreign suppliers.

Letters of guarantee are issued by various financial institutions and they mainly take the form of performance bond and advance payment guarantees. The Group issues various guarantees to clients for whom projects are executed, whereby if the Group fails to execute according to specifications laid out by the client, the latter is guaranteed compensation for monetary losses.

The above letters of credit and guarantee were issued in the normal course of business.

F-65

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) Legal cases

The Group companies are defendants in a number of legal proceedings which arose in the normal course of business. The Company does not expect that the outcome of such proceedings either individually or in the aggregate will have a material effect on the Company’s operations, cash flows or financial position.

22. RELATED PARTIES

Transactions between the Companies under common control have been eliminated upon combination and are not disclosed in this note. Related parties include employees, Directors, Shareholders and entities in which the Shareholders have the ability to control and exercise a significant influence in financial and operating decisions The Company maintains significant balances with related parties which arise from commercial and non-commercial transactions. The types of related party transactions are described below.

Commercial transactions:

The Group provides services to related parties in the normal course of business. These services consist of construction/fit-out work, leasing office space or land, use of specialized skills on certain projects, and use of employees from related party entities.

Administrative costs:

The Group has incurred certain costs such as notary fees, legal expenses, relating to the establishment of Depa United Group PJSC. Amounts outstanding are repaid in full.

Partners of the Company

Advances were made to partners of the five entities included in the Group. Amounts outstanding are repaid in full or deducted from the partner’s pay each month.

Staff receivables:

The Group provides salary advances to employees and directors on certain occasions.

Amounts outstanding are repaid in full or deducted from the employee’s pay each month.

The tables below summarize amounts due to and due from related parties and management remuneration.

2005

AED 11 11

Amounts due from related parties:

Al Tawasoul Property Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Partners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa United Group PJSC (under establishment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depa Egypt for Design . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Staff receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26,269,006 7,907,076 1,059,174 1,022,245 2,783,679 1,885,791 1,400,697 11 11 42,327,668 11 11

F-66

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 2005

AED 11 11

Amounts due to related parties:

Pino Meroni 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Pino Meroni Egypt – shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mivan Ireland Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Walid Zakaria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,967,266 1,425,469 600,734 598,557 847,410 11 11 6,439,436 11 11

The remuneration of directors during the year was as follows: 2005

AED 11 11

Short term benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,210,567 11 11

23. SHARE CAPITAL

The capital of the group represents authorized, issued and fully paid shares for each of the five entities included in the Group; each carrying an equal right to vote and receive dividends.

24. SEGMENT INFORMATION Geographical segment information

The Group operates in two geographic markets: the United Arab Emirates (UAE) and Middle East & North Africa (MENA). The following table shows the Group’s geographical segment analysis: UAE

AED 1111 External revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168,890,521 1111

MENA

AED 1111 30,347,979 1111

TOTAL

AED 1111 199,238,500 1111

30,201,375 5,066,799 35,268,174 1111 1111 1111 Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,131,807 2,676,895 1111 21,808,702 1111 1111 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,326,942 70,799,827 221,126,769 1111 1111 1111 Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,947,293 55,875,826 162,823,119 1111 1111 1111 Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1111 43,379,649 1111 14,924,001 1111 58,303,650

1111 1111 1111

25. FINANCIAL INSTRUMENTS

Trade and other receivables comprise mainly amounts due from customers.

The average credit period taken is 90 days. An allowance has been made for estimated doubtful amounts for balances greater than 90 days. This allowance has been determined by reference to past default experience.

Credit risk

The credit risk is primarily attributable to its trade and other receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables estimated by the management based on prior experience and the current economic environment.

A significant portion of the trade receivable balance is due from a small number of customers.

F-67

DEPA GROUP OF COMPANIES NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs.

The average credit period taken for trade purchases is 60 days.

Interest rate risk

The Group has no significant exposure to interest rate risk. The bank borrowings and long term loans are obtained at normal commercial rates.

Currency risk

Assets are typically funded in the same currency as that of the business being transacted to eliminate exchange exposure. The management believes that there is a minimal risk of significant losses due to exchange rate fluctuation and consequently the Group does not hedge foreign currency exposure.

Fair value of financial assets and liabilities

The fair value of financial assets and liabilities approximates their carrying value as stated in the balance sheet.

26. INCOME TAX 2005

AED 11 11

Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,505,004 (59,711) 11 11 1,445,293 11 11

The Group’s tax provision of AED 1,505,004 is a result of income taxes associated with the entities that operate in jurisdictions other than United Arab Emirates. Similarly, the Group’s deferred tax assets and liabilities are derived from these entities. The deferred tax assets primarily related to provision and the deferred tax liabilities relate to property, plant and equipment and gratuity. Deferred tax assets and liabilities are offset on the balance sheet when a legal right of offset exists.

27. APPROVAL OF FINANCIAL STATEMENTS

These combined financial statements have been approved by management and authorized for issue on 12 March 2008.

F-68

Deloitte & Touche (M.E.) Bin Ghanim Tower, 10th floor Hamdan Street P.O. Box 990, Abu Dhabi United Arab Emirates Tel: +971 (2) 676 0606 Fax: +971 (2) 676 0644 www.deloitte.com

INDEPENDENT AUDITOR’S REPORT To the Owner of Deco and Eldiar Establishments Abu Dhabi, UAE We have audited the combined financial statements of Deco and Eldiar Establishments (the “Group”), which comprise the combined balance sheet as at 31 December 2005, and the combined statements of income, and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the combined financial statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility Our responsibility is to express an opinion on these combined 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 combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined 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 combined 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 combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F-69

Opinion As disclosed in Note 2 to the financial statements, comparative figures, a statement of changes in shareholder’s equity and statement of cash flows have not been presented, which practice, we believe is not in accordance with International Accounting Standard No. 1 – “Presentation of Financial Statements”.

In our opinion, with the exceptions of the matter disclosed in the preceding paragraph, the combined financial statements present fairly, in all material respects, the financial position of the Group as of 31 December 2005, and of its financial performance for the year then ended in accordance with basis of presentation referred to in note 2 and in accordance with International Financial Reporting Standards.

12 March 2008

Member of Deloitte Touche Tohmatsu

Audit . Tax . Consulting . Financial Advsory .

F-70

DECO AND ELDIAR ESTABLISHMENTS COMBINED BALANCE SHEET AT 31 DECEMBER 2005

ASSETS Non-current assets Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current assets Trade receivables and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount due from customers on construction contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AED 1111

5

3,072,974 1111

6 7 8

32,655,011 12,741,476 4,311,224 259,818 1111 49,967,529 1111 53,040,503 1111

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EQUITY AND LIABILITIES Capital and reserves Proprietor’s capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Proprietor’s account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,000,000 18,863,260 1111 27,863,260 1111

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-current liabilities Employees’ end of service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current liabilities Trade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.......................................................

Owner

The accompanying notes form an integral part of these combined financial statements.

F-71

2005

Notes 11

3,583,894 1111 9

21,356,828 236,521 1111 21,593,349 1111 53,040,503 1111

DECO AND ELDIAR ESTABLISHMENTS COMBINED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 Notes 11

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The accompanying notes form an integral part of these combined financial statements F-72

10

11

12

2005

AED 1111

84,332,455 (67,757,549) 1111 16,574,906 (8,916,394) 947,958 (93,105) 1111 8,513,365 1111

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 1.

GENERAL

On 18 February 2006, the shareholder of Eldiar Furniture Manufacturing and Deco Emirates L.L.C. (collectively referred to as the “Group”) sold his ownership interest in these entities to Depa United Group P.J.S.C. These combined financial statements have been prepared solely for the purposes of presenting the combined financial information of the companies acquired by Depa United Group, and accordingly, comparative figures, statement of changes in shareholder’s equity and statement of cash flows have not been presented.

The Group specializes in manufacturing and sale of furniture and contracting and decoration activities.

2.

ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

In the current year, the Group has adopted the new revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting period beginning on 1 January 2005. The adoption of these new and revised standards and interpretations has resulted in changes to the Group’s presentation and disclosure in the financial statements as required by the following International Accounting Standards: •

Presentation of Financial Statements (IAS 1)

•

Related Party Disclosures (IAS 24)

•

Financial Instruments: Recognition and Measurement (IAS 39)

At the date of authorisation of these financial statements, the following Standards and Interpretations were in issue but not effective for these statements: •

IFRS 7

Financial Instruments: Disclosures, and a complementary amendment to IAS 1, Presentation of Financial Statements – Capital Disclosures effective for

annual periods beginning on or after 1 January 2007 •

IFRS 8

Operating Segments Effective for annual periods beginning on or after 1 January 2009

•

IFRIC 7

Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary Economies effective for annual periods beginning on or

after 1 March 2006 •

IFRIC 8

Scope of IFRS 2 effective for annual periods beginning on or after

1 May 2006 •

IAS 1 (Revised)

Presentation of Financial Statements effective for annual periods beginning

on or after 1 January 2009 •

IAS 23 (Revised)

Borrowing Costs effective for annual periods beginning on or after

1 January 2009 •

IAS 27 (Revised)

Consolidated and Separate Financial Statements effective for annual periods

beginning on or after 1 July 2009 •

IFRS 3 (Revised)

Business Combinations effective for annual periods beginning on or after 1 July 2009

F-73

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

•

IFRIC 9

Reassessment of Embedded Derivatives effective for annual periods beginning on or after 1 June 2006

•

IFRIC 10

Interim Financial Reporting and Impairment effective for annual periods

beginning on or after 1 November 2006 •

IFRIC 11

IFRS2: Company and Treasury Share Transactions effective for annual

periods beginning on or after 1 March 2007 •

IFRIC 12

Service Concession Arrangements effective for annual periods beginning on

or after 1 January 2008 •

IFRIC 13

Customer Loyalty Programmes effective for annual periods beginning on or

after 1 July 2008 •

IFRIC 14

The limit on a defined benefit asset, Minimum Funding Requirements and their Interaction effective for annual periods beginning on or after

1 January 2008 3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The combined financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

Basis of preparation

The combined financial statements are presented in UAE Dirhams (AED) since that is the currency in which the majority of the Group’s transactions are denominated.

The combined financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below: Basis of combination

The combined financial statements include the financial statements of the entities which are under common control.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All significant intra-group transactions, balances, income and expenses are eliminated on combination.

The entities included in these financial statements are as follows:

Name of entity 111111111111

Proportion of ownership interest and voting power of shareholder 1111

Country of

incorporation 1111

Principal activities 111111111111111

Eldiar Furniture Manufacturing and Decoration L.L.C.

100%

U.A.E.

Manufacturing and sale of wooden doors, wardrobes, furniture decoration.

Deco Emirates L.L.C.

100%

U.A.E.

Building, contracting and decoration activities and trading in furniture and related items.

F-74

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) Revenue recognition

The Group’s revenue is primarily derived from construction revenue.

Revenue from Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity at the balance sheet date, measured based on the proportion that contract costs incurred for work performed to date relative to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognized as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

Sale of goods

Revenue related to sale of goods represents the invoiced value of goods sold during the year, net of discounts and returns. Revenue from the sale of goods is recognised when goods are delivered and title has passed.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rate applicable.

Other income

Other income consists primarily of rental income, which is recognised on a time apportioned basis, after deduction of discounts, and interest income, which is recognised when earned.

Borrowings

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on borrowing costs (see above). Contingent rentals are recognized as expenses in the periods in which they are incurred.

F-75

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Foreign currencies

For the purpose of these combined financial statements U.A.E Dirhams (AED) is the functional of the Company and the presentation currency of the Group.

Transactions in currencies other than AED (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At the combined balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the combined balance sheet date.

Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Employee benefits

Provision is made for the estimated liability for employees’ entitlement to annual leave and leave passage as a result of services rendered by eligible employees up to the balance sheet date. Provision is also made for the full amount of end of service benefits due to non-UAE national employees in accordance with UAE Labour Law, for their period of service up to the balance sheet date. This provision is calculated as 21 days remuneration for each year of the first 5 years of service and 30 days remuneration for additional year of service.

The provision relating to annual leave and leave passage is recorded as a current liability, while that relating to end of service benefits is recorded as a non-current liability.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment is their purchase cost, together with any incidental expenses of acquisition.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The principal annual rates used for this purpose are as follows: Buildings Motor vehicles Office equipment & machinery Furniture and fixtures Labour Camp (employee housing)

10% 10% – 25% 20% – 33% 6% – 25% 10%

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s F-76

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in the combined income statement.

Impairment

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a recoverable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs to sell and value in use.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less that its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.

An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the combined balance sheet date.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and return that are different from those of segments operating in other economic environments.

The Group does not present business segment or geographical segment since it has only one line of business and one geographical segment.

F-77

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) Financial instruments

Financial assets and financial liabilities are recognized on the Group’s combined balance sheet when the Group becomes a party to the contractual provisions of the instrument.

The principal financial assets are cash and bank balances, trade and other receivables.

Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for doubtful amounts.

The principal financial liabilities are bank overdrafts and trade and other payables. Bank overdrafts represent overdrafts on the Group’s banking account with interest rates varying between EIBOR plus 2 -3 %.

Finance charges are accounted for on an accrual basis. Trade and other payables are stated at their nominal values.

4.

CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 3, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if, the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Allowances for doubtful debts

Management has estimated the recoverability of accounts receivable and has considered the allowance required for doubtful debts. Management has estimated for the allowance for doubtful debts on the basis of prior experience and the current economic environment. Estimating the amount of the allowance for doubtful accounts requires significant judgment and the use of estimates related to the amount and timing of estimated losses based on historical loss experience, consideration of current economic trends and conditions and debtor-specific factors, all of which may be susceptible to significant change. A provision for bad debt is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differ from management estimates, additional provision for bad debt could be required that could adversely affect earnings or financial position in future periods.

Allowance for stock obsolescence

Management has estimated the recoverability of inventory balances and considered the allowance required for inventory obsolescence based on the current economic environment and best obsolescence history. Estimating the amount of the allowance for stock obsolescence requires significant judgment and the use of estimates related to the provision for amortization based on historical loss experience and consideration of current interior design market trends, all of which may be susceptible to significant change.

A provision for stock obsolescence is charged to contract costs based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differ

F-78

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

from management estimates, additional provision for stock obsolescence could be required that could adversely affect earnings or financial position in future periods.

Useful lives of property, plant and equipment

As described in Note 3, the Group estimates the useful lives of property, plant and equipment at the end of each annual reporting period based on the historical experience. During the financial year, management has determined that these expectations do not differ from previous estimates.

Revenue on construction contracts

As described in Note 3, when the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity on the balance sheet date. In judging whether the outcome of the construction contract can be estimated reliably, management has considered the detailed criterion for determination of such outcome as set out in IAS 11 ‘Construction Contracts’. For the purpose of estimating the stage of completion of contract activity, management is required to make significant judgments, estimates and assumptions. In assessing contract performance, both input and output criteria are reviewed. Costs incurred are used as an objective input measure of performance.

The primary inputs of all work performed under these arrangements are labor and materials. Costs incurred as a proportion of expected total costs is used as an initial proportional performance measure. The indicative proportional performance measure is always subsequently validated against other more subjective criteria (i.e. relevant output measures) such as the percentage of construction completed and the achievement of any project milestones stipulated in the contract. In the event of divergence between the objective and more subjective measures, the more subjective measure takes precedence since these are output measures.

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

F-79

F-80

5,453,694 1111 1111 575,151 1111

31 December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31 December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net book value

5,294,481 159,213 — 1111

1 January 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accumulated depreciation

6,028,845 1111

31 December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Buildings

AED 1111

5,992,345 36,500 — — 1111

PROPERTY, PLANT AND EQUIPMENT

1 January 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost

5.

Office equipment & machinery AED 1111

1111 131,027 1111

1111 1,851,031 1111

541,842 7,504,256 50,307 585,935 (70,000) — 1111 1111 522,149 1111 8,090,191 1111

632,176 9,505,679 91,000 289,725 (70,000) — — 145,818 1111 1111 653,176 1111 9,941,222 1111

Motor vehicles AED 1111

NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

DECO AND ELDIAR ESTABLISHMENTS

3,418,888 1111 1111 378,893 1111

3,276,437 142,451 — 1111

3,797,781 1111

3,531,284 266,497 — — 1111

Furniture & fixtures AED 1111

113,997 1111 1111 136,872 1111

61,826 52,171 — 1111

250,869 1111

247,456 3,413 — — 1111

Labour Camp (Employee housing) AED 1111

— 1111 1111 — 1111

— — — 1111

— 1111

30,476 115,342 — (145,818) 1111

Capital work in Progress AED 1111

1111 3,072,974 1111

17,598,919 1111

16,678,842 990,077 (70,000) 1111

20,671,893 1111

19,939,416 802,477 (70,000) — 1111

Total

AED 1111

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 6.

TRADE RECEIVABLES AND OTHER CURRENT ASSETS 2005

AED 11 11

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contract retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advances to sub-contractors and suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other receivables and current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due from related parties (note 14). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20,685,070 7,844,664 678,600 1,456,931 850,620 2,205,528 1111

...........................................................................

Less: Allowances for doubtful trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33,721,413 (1,066,402) 11 11

...........................................................................

32,655,011 11 11

Other receivables and current assets balance primarily consists of restricted cash amounting to AED 520,685 and refundable deposits amounting to AED 505,109.

The movement in the allowance for doubtful trade receivables during the year is as follows: 2005

AED 11 11

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reversal of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

469,564 (345,000) 941,838 11 11

...........................................................................

1,066,402 11 11

There has been no allowance established for any of the other current assets.

7.

CONSTRUCTION CONTRACTS 2005

AED 11 11

Contracts in progress at balance sheet date Amount due from contract customers included in current assets . . . . . . . . . . . . . . . . . . . . . . . .

Amount due to contract customers included in trade and other payables . . . . . . . . . . . . . . . . . .

12,741,476 (759,057) 11 11

...........................................................................

11,982,419 11 11

Contract cost incurred plus recognised profits less recognised losses to date . . . . . . . . . . . . . .

Less: Progress billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82,968,342 70,985,923) 11 11

...........................................................................

11,982,419 11 11

Included in the Group’s amount due from customers on construction contracts are amounts which have been recognized as revenue and have not been billed at the consolidated balance sheet date. The Group policy is to bill the customers as per the contract which is generally between 60 to 120 days. At the balance sheet date the unbilled revenue for more than 120 days is considered not significant.

F-81

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 8.

INVENTORIES 2005

AED 11 11

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: allowance for slow moving and obsolete inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,494,120 (1,182,896) 1111

...........................................................................

4,311,224 11 11

The movement in the allowance for slow moving and obsolete inventories during the year is as follows: 2005

AED 11 11

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

— 1,182,896 1111

...........................................................................

1,182,896 11 11

9.

TRADE PAYABLES AND OTHER CURRENT LIABILITIES 2005

AED 11 11

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sub-contractors retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Due to related parties (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount due to customers on construction contracts (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . .

13,604,462 4,099,532 171,313 141,705 2,474,253 106,506 759,057 11 11

...........................................................................

21,356,828 11 11

Other payable consist mainly of employee accrued salaries and related benefits amounting to AED 1,062,856 and trust receipt amounting to AED 817,412.

10. COST OF SALES 2005

AED 11 11

Staff cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Materials cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Subcontractor cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Overheads and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,783,393 20,793,579 25,975,861 11,345,538 859,178 11 11

...........................................................................

67,757,549 11 11

F-82

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 11. GENERAL AND ADMINISTRATIVE EXPENSES 2005

AED 11 11

Staff cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,809,230 130,899 2,976,265 1111 8,916,394 11 11

Other expenses mainly consist of rent expense amounting to AED 104,455, bad debt allowance of AED 941,838, transportation expenses of AED 370,225 and registration and licenses of AED 204,964.

12. NET PROFIT FOR THE YEAR

Net profit for the year is stated after charging: 2005

AED 11 11

Staff costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,980,942 11 11 990,077 11 11

13. CONTINGENCIES AND COMMITMENTS 2005

AED 11 11

Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Letter of guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

227,650 11 11 1,559,520 11 11

Letters of credit are issued by various financial institutions which the Group deals with and they provide an irrevocable payment undertaking to suppliers against complying documents as stated in the letters of credit. The facilities are mainly initiated to facilitate dealings with foreign suppliers.

Letters of guarantee are issued by various financial institutions and they mainly take the form of performance bond and advance payment guarantees. The Group issues various guarantees to clients for whom projects are executed, whereby if the Group fails to execute according to specifications laid out by the client, the latter is guaranteed compensation for monetary losses.

The above letters of credit and guarantee were issued in the normal course of business.

F-83

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 14. RELATED PARTIES

Transactions between the Companies under common control have been eliminated upon combination and are not disclosed in this note. Related parties include employees, Directors, Shareholders and entities in which the Shareholders have the ability to control and exercise a significant influence in financial and operating decisions The Company maintains significant balances with related parties which arise from commercial and noncommercial transactions. The types of related party transactions are described below.

Commercial transactions:

The Group provides services to related parties in the normal course of business. These services consist of construction/fit-out work, leasing office space or land, use of specialized skills on certain projects, and use of employees from related party entities.

Staff receivables:

The Group provides salary advances to employees and directors on certain occasions. Amounts outstanding are repaid in full or deducted from the employee’s pay each month.

The tables below summarize amounts due to and due from related parties as well as amounts included in revenue and management remuneration.

2005

AED 11 11

Revenue from other Companies owned by Abdulla Al Mazrui . . . . . . . . . . . . . . . . . . . . . . . . .

12,372,152 11 11

Amounts due from related parties:

Al Mazrui Holding Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Staff receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,648,078 248,059 309,391 1111

...........................................................................

2,205,528 11 11 2005

AED 11 11

Amounts due to related parties:

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

106,506 11 11

The remuneration of directors during the year was as follows: 2005

AED 11 11

Short term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-84

780,894 11 11

DECO AND ELDIAR ESTABLISHMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED) 15. FINANCIAL INSTRUMENTS

Trade and other receivables comprise mainly amounts due from customers.

The average credit period taken is 90 days. An allowance has been made for estimated doubtful amounts for balances greater than 90 days. This allowance has been determined by reference to past default experience.

Credit risk

The credit risk is primarily attributable to its trade and other receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables estimated by the management based on prior experience and the current economic environment.

A significant portion of the trade receivable balance is due from a small number of customers.

Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs.

The average credit period taken for trade purchases is 60 days.

Interest rate risk

The Group has no significant exposure to interest rate risk. The bank overdrafts carries inters at EIBOR plus 2-3%.

Currency risk

Assets are typically funded in the same currency as that of the business being transacted to eliminate exchange exposure. The management believes that there is a minimal risk of significant losses due to exchange rate fluctuation and consequently the Group does not hedge foreign currency exposure.

Fair value of financial assets and liabilities

The fair value of financial assets and liabilities approximates their carrying value as stated in the balance sheet.

16. APPROVAL OF FINANCIAL STATEMENTS

These combined financial statements have been approved by management and authorized for issue on 12 March 2007.

F-85

Depa Limited Level 18, Al Reem Tower Al Maktoum Street P.O. Box 56338 Dubai, United Arab Emirates

OSR A.1.1.1(1)

LEGAL ADVISERS TO THE ISSUER As to United States law

As to DIFC and English law

Allen & Overy LLP One Bishops Square London E1 6AO United Kingdom

Allen & Overy LLP Level 1 & 2 The Gate Village Building GV08 Dubai International Financial Centre PO Box 506678 Dubai, United Arab Emirates

As to DIFC and UAE law Al Tamimi & Company Dubai International Financial Centre 6th floor, Building 4 East Sheikh Zayed Road P.O. Box 9275, Dubai, United Arab Emirates

SOLE GLOBAL COORDINATOR AND JOINT BOOKRUNNER Morgan Stanley & Co International plc 20 Bank Street London E14 4AD United Kingdom

JOINT BOOKRUNNER UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom

JOINT LEAD MANAGERS Global Investment House KSCC Souk Al-Safat Building, 2nd floor P.O. Box 28807 Safat Kuwait City, Kuwait

The National Investor (PJSC) TNI Tower Zayed The 1st Street, Khalidiya P.O. Box 47435 Abu Dhabi, United Arab Emirates

OSR A.1.1.1(5)

A10.29.4.1 A10.29.4.3 A10.30.4

LEGAL ADVISERS TO THE UNDERWRITERS

OSR A.1.1.1(5)

As to English and United States law Cleary Gottlieb Steen & Hamilton LLP City Place House 55 Basinghall Street London EC2V 5EH United Kingdom

A10.2.1

INDEPENDENT AUDITORS

OSR A.1.1.1(9)

Deloitte & Touche (M.E.) P.O. Box 990 Bin Ghanem Tower, 10th Floor Hamdan Street Abu Dhabi, United Arab Emirates

DEPOSITARY

CUSTODIAN

Deutsche Bank Trust Company Americas 60 Wall Street New York, NY 10005 United States of America

Deutsche Bank AG, Amsterdam Herengracht 450 1017 CA Amsterdam Netherlands

Printed by Al Ghurair Donnelley LLC 96456

A10.29.4.2

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