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Maf Global Securities Limited BASE PROSPECTUS MAF GLOBAL SECURITIES LIMITED (incorporated with limited liability in the Cayman Islands) U.S.$3,000,000,000 Global Medium Term Note Programme unconditionally and irrevocably guaranteed, on a joint and several basis, by MAJID AL FUTTAIM HOLDING LLC (incorporated with limited liability in the Emirate of Dubai, United Arab Emirates) and MAJID AL FUTTAIM PROPERTIES LLC (incorporated with limited liability in the Emirate of Dubai, United Arab Emirates) Under this U.S.$3,000,000,000 Global Medium Term Note Programme (the "Programme"), MAF Global Securities Limited (the "Issuer") may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed, on a joint and several basis (the "Guarantee"), by Majid Al Futtaim Holding LLC ("Majid Al Futtaim Holding") and Majid Al Futtaim Properties LLC ("Majid Al Futtaim Properties" and, together with Majid Al Futtaim Holding, the "Guarantors" and each a "Guarantor"). Notes may be issued in bearer or registered form (respectively "Bearer Notes" and "Registered Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Description of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (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 Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under Directive 2003/71/EC, as amended (the "Prospectus Directive"). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for Notes issued under this Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the "Irish Official List") and trading on its regulated market (the "Main Securities Market"). Such approval relates only to Notes which are to be admitted to trading on its Main Securities Market or any other regulated markets for the purposes of Directive 2004/39/EU (each such regulated market being a "MiFID Regulated Market"). The Main Securities Market is regulated for the purposes of MiFID. This Base Prospectus has been approved by the Dubai Financial Services Authority (the "DFSA") under Markets Rule 2.6 of the DFSA. Application has also been made to the DFSA for Notes issued under this Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list of securities maintained by the DFSA (the "Dubai Official List") and to Nasdaq Dubai for such Notes to be admitted to trading on Nasdaq Dubai. An application may be made for any Tranche (as defined under "Terms and Conditions of the Notes") to be admitted to trading on Nasdaq Dubai. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that: (i) such Notes have been admitted to trading on the Main Securities Market and have been admitted to the Irish Official List; and/or (ii) such Notes have been admitted to trading on Nasdaq Dubai and have been admitted to the Dubai Official List. The Programme provides that Notes 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 Issuer, the Guarantors and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "applicable Final Terms"), which, with respect to Notes to be listed on the Irish Stock Exchange, will be delivered to the Central Bank and the Irish Stock Exchange and with respect to Notes to be listed on Nasdaq Dubai, will be delivered to the DFSA and Nasdaq Dubai. Neither the Notes nor the Guarantee have been nor will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S. state securities laws and the Notes may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) unless an exemption from the registration requirements of the Securities Act is available and the offer or sale is made in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Notes are being offered and sold outside the United States to non-U.S. persons (as defined in Regulation S) in reliance on Regulation S and within the United States only: (i) to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A"), or "QIBs") in reliance on Rule 144A; or (ii) to persons who are "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that are institutions ("Institutional Accredited Investors"), who execute and deliver an IAI Investment Letter (as defined in the Agency Agreement) in which they agree to purchase the Notes for their own account and not with a view to the distribution thereof. Please see "Form of the Notes" for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer. Please see "Subscription and Sale and Transfer and Selling Restrictions". The Issuer and the Guarantors may agree with any Dealer and the Trustee (as defined herein) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Each of Standard & Poor's Credit Market Services France SAS ("S&P") and Fitch Ratings Limited ("Fitch") has rated Majid Al Futtaim Holding. Each of S&P and Fitch is established in the EU and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of S&P and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Fitch has rated Majid Al Futtaim Holding's long-term issuer default rating and senior unsecured rating at 'BBB', with a stable outlook. Fitch has rated Majid Al Futtaim Holding's short-term issuer default rating at 'F3'. Fitch has not independently rated the Issuer or Majid Al Futtaim Properties. Fitch has also rated the Issuer's Programme at 'BBB'. S&P has given Majid Al Futtaim Holding a corporate credit rating of 'BBB/A-2', with stable outlook. S&P has also rated the Issuer's Programme at 'BBB'. S&P has not independently rated the Issuer or Majid Al Futtaim Properties. The rating of certain Series (as defined under "Terms and Conditions of the Notes") of Notes to be issued from time to time under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to a relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the applicable Final Terms. 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. ARRANGERS Barclays Emirates NBD Capital Standard Chartered Bank DEALERS Barclays Citigroup Crédit Agricole CIB Emirates NBD Capital First Abu Dhabi Bank J.P. Morgan Morgan Stanley HSBC Standard Chartered Bank UBS Investment Bank The date of this Base Prospectus is 12 June 2017 This Base Prospectus complies with the requirements in Part 2 of the Markets Law (DIFC Law No. 1 of 2012) and Chapter 2 of the Markets Rules and comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and is for the purpose of giving information with regard to the Issuer, the Guarantors and the Notes which, according to the particular nature of the Issuer, the Guarantors and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantors.
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