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BASE PROSPECTUS EMAAR SUKUK LIMITED (incorporated as an exempted company in the Cayman Islands with limited liability) U.S.$2,000,000,000 Trust Certificate Issuance Programme Under the trust certificate issuance programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Emaar Sukuk Limited (in its capacities as issuer and as trustee, as applicable, the "Trustee"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue trust certificates (the "Trust Certificates") in any currency agreed between the Trustee and the relevant Dealer (as defined below). Trust Certificates may only be issued in registered form. The maximum aggregate face amount of all Trust Certificates from time to time outstanding under the Programme will not exceed U.S.$2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Trust Certificates may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and any additional Dealer appointed under the Programme from time to time by the Trustee (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Trust Certificates being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Trust Certificates. The Trust Certificates will be limited recourse obligations of the Trustee. An investment in Trust Certificates issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors". Each Tranche (as defined herein) of Trust Certificates issued under the Programme will be constituted by (i) an amended and restated master trust deed (the "Master Trust Deed") dated 2 September 2019 entered into between the Trustee, Emaar Properties PJSC ("Emaar") and Citibank, N.A., London Branch as delegate of the Trustee (in such capacity, the "Delegate") and (ii) a supplemental trust deed (the "Supplemental Trust Deed") in relation to the relevant Tranche. Trust Certificates of each Series confer on the holders of the Trust Certificates from time to time (the "Certificateholders") the right to receive certain payments (as more particularly described herein) arising from the assets of a trust declared by the Trustee in relation to the relevant Series (the "Trust"). Such assets include, in particular, the right to receive the Deferred Sale Price (as defined herein) under a master murabaha agreement (the "Master Murabaha Agreement") dated 2 September 2019 entered into between the Trustee (in such capacity, the "Seller") and Emaar (in such capacity, the "Buyer") and the rights, title, interest and benefit, present and future, of the Trustee in, to and under the Lease Assets (as defined herein) of the relevant Series (the "Relevant Lease Assets") as set out in (i) an amended and restated master lease agreement (the "Master Lease Agreement") dated 2 September 2019 entered into between the Trustee and Emaar (in its capacity as lessee, the "Lessee") and (ii) a supplemental lease agreement (as may from time to time be replaced in accordance with the provisions of the Sale Undertaking, the Purchase Undertaking and/or the Substitution and Sale of Additional Assets Undertaking (each as defined herein), the "Supplemental Lease Agreement") for the relevant Series (such assets being referred to as the "Trust Assets" for the relevant Series). This Base Prospectus has been approved by the Dubai Financial Services Authority (the "DFSA") under Rule 2.6 of the DFSA's Markets Rules (the "Markets Rules") and is therefore an Approved Prospectus for the purposes of Article 14 of the DIFC Law No.1 of 2012 (the "Markets Law"). Application has also been made to the DFSA for Trust Certificates issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list of securities (the "DFSA Official List") maintained by the DFSA and to Nasdaq Dubai for such Trust Certificates to be admitted to trading on Nasdaq Dubai. References in this Base Prospectus to Trust Certificates being "listed" (and all related references) shall mean that such Trust Certificates have been admitted to trading on Nasdaq Dubai and have been admitted to the DFSA Official List. The Programme provides that Trust Certificates may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Trustee, Emaar and the relevant Dealer. The Trustee may also issue unlisted Trust Certificates and/or Trust Certificates not admitted to trading on any market. Notice of the aggregate face amount of Trust Certificates and certain other information which is applicable to each Tranche of Trust Certificates will be set out in a final terms document (the "applicable Final Terms") which, with respect to Trust Certificates to be listed on Nasdaq Dubai, will be delivered to the DFSA and Nasdaq Dubai. The DFSA does not accept any responsibility for the content of the information included in this Base Prospectus, including the accuracy or completeness of such information. The liability for the content of this Base Prospectus lies with the Trustee and Emaar. The DFSA has also not assessed the suitability of the Trust Certificates to which this Base Prospectus relates to any particular investor or type of investor and has not determined whether they are Sharia compliant. If you do not understand the contents of this Base Prospectus or are unsure whether the Trust Certificates to which this Base Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. Emaar has been assigned a long term credit rating of Baa3 with a "stable outlook" by Moody's Investors Service Cyprus Ltd. ("Moody's") and BBB- with a "stable outlook" by S&P Global Ratings Europe Limited ("S&P"). The Programme has been assigned credit ratings of Baa3 by Moody's and BBB- by S&P. Each of Moody's and S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended, the "CRA Regulation"). As such each of Moody's and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Trust Certificates issued under the Programme may be rated or unrated. Where a Tranche of Trust Certificates is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the rating assigned to the Programme by Moody's or S&P. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The transaction structure relating to the Trust Certificates (as described in this Base Prospectus) has been approved by the Fatwa and Sharia Supervisory Board of Dubai Islamic Bank and the Shariah Supervisory Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on such approvals in deciding whether to make an investment in the Trust Certificates and should consult their own Sharia advisers as to whether the proposed transaction described in such approvals is in compliance with their individual standards of compliance with Sharia principles. Arrangers Dubai Islamic Bank Standard Chartered Bank Dealers Dubai Islamic Bank Standard Chartered Bank The date of this Base Prospectus is 2 September 2019. A.1.1.1(9)9.2 243329-3-22-v7.0 75-40723787 This Base Prospectus complies with the requirements in Part 2 of the Markets Law and Chapter 2 of the Markets Rules and comprises a base prospectus for the purpose of giving information with regard to the Trustee, Emaar and the Trust Certificates which, according to the particular nature of the Trustee, Emaar and the Trust Certificates, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Trustee and Emaar. The Trustee and Emaar accept responsibility for the information contained in this Base Prospectus. To the best of the knowledge of each of the Trustee and Emaar (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus should be read and construed together with any amendments or supplements hereto and, in relation to any Tranche of Trust Certificates, should be read and construed together with the applicable Final Terms. Copies of Final Terms will be available from the registered office of the Trustee and the specified office set out below of the Principal Paying Agent (as defined below) save that, if the relevant Trust Certificates are not listed on Nasdaq Dubai and neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), the applicable Final Terms will only be obtainable by a Certificateholder holding one or more Trust Certificates and such Certificateholder must produce evidence satisfactory to the Trustee or, as the case may be, the Principal Paying Agent as to its holding of such Trust Certificates and identity. None of the Arrangers, the Dealers, the Agents (as defined herein) or the Delegate have independently verified the information contained herein.
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