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The State of Qatar

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The State of Qatar The State of Qatar US$3,500,000,000 4.00% Bonds due 2015 Issue Price: 99.870% US$2,500,000,000 5.25% Bonds due 2020 Issue Price: 99.758% US$1,000,000,000 6.40% Bonds due 2040 Issue Price: 99.785% The US$3,500,000,000 4.00% Bonds due 2015 (the “2015 Bonds”), the US$2,500,000,000 5.25% Bonds due 2020 (the “2020 Bonds”) and the US$1,000,000,000 6.40% Bonds due 2040 (the “2040 Bonds” and, together with the 2015 Bonds and the 2020 Bonds, the “Bonds”) are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the United States Securities Act of 1933 (the “Securities Act”). In addition, the Bonds are being offered outside the United States in reliance on Regulation S under the Securities Act. The State of Qatar, acting through the Ministry of Economy and Finance (“Qatar”orthe“State”), will pay interest on each 2015 Bond at the rate of 4.00% per annum from and including November 24, 2009 semi-annually in arrear on January 20 and July 20 in each year until (and including) January 20, 2015 (the “2015 Maturity Date”), commencing on January 20, 2010. The State will pay interest on each 2020 Bond at the rate of 5.25% per annum from and including November 24, 2009 semi-annually in arrear on January 20 and July 20 in each year until (and including) January 20, 2020 (the “2020 Maturity Date”). The State will pay interest on each 2040 Bond at the rate of 6.40% per annum from and including November 24, 2009 semi-annually in arrear on January 20 and July 20 in each year until (and including) January 20, 2040 (the “2040 Maturity Date” and, together with the 2015 Maturity Date and the 2020 Maturity Date, the “Maturity Dates”), commencing on January 20, 2010. Unless previously redeemed or purchased and cancelled, each series of Bonds will be redeemed at its principal amount together with accrued interest on the Maturity Date applicable to the relevant series of Bonds. The State may redeem any series of Bonds, in whole or in part, at any time at a redemption price equal to the greater of (a) 100% of the principal amount of the relevant series of Bonds plus accrued and unpaid interest and (b) the relevant Make-Whole Amount (as defined in the Terms and Conditions of the Bonds). Except as set forth herein, payments in respect of the Bonds will be made without any deduction or withholding for or on account of taxes of Qatar or any political subdivision thereof or any authority therein or thereof having power to tax. An investment in the Bonds involves certain risks. Prospective investors should review the factors described under “Risk Factors” in this Prospectus. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg act dated July 10, 2005 on prospectuses for securities to approve this document as a prospectus within the meaning of Article 5 of Directive 2003/71/EC (the “Prospectus Directive”). Application has been made to the Luxembourg Stock Exchange for the Bonds to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for purposes of Directive 2004/39/EEC. The Bonds have not been and will not be registered under the Securities Act and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers in the United States are hereby notified that the seller of the Bonds may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Bonds sold to purchasers in the United States are not transferable except in accordance with the restrictions described under “Transfer Restrictions.” The Bonds will be offered and sold in registered form in denominations of US$100,000 or any amount in excess thereof which is an integral multiple of US$1,000. Bonds which are offered and sold in transactions outside the United States in reliance on Regulation S (the “Unrestricted Bonds”) will initially be represented by beneficial interests in a global Bond for each series of Bonds (the “Unrestricted Global Bonds”), in registered form, without interest coupons attached, which will be registered in the name of Citivic Nominees Limited as nominee for, and shall be deposited on or about November 24, 2009 (the “Closing Date”) with, Citibank Europe Plc, as common depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Bonds which are offered and sold in the United States in reliance on Rule 144A (the “Restricted Bonds”) will initially be represented by beneficial interests in one or more global Bonds for each series of Bonds (the “Restricted Global Bonds”), in registered form, without interest coupons attached, which will be deposited on or about the Closing Date with Citibank, N.A., as custodian (the “Custodian”) for, and registered in the name of Cede & Co. as nominee of, The Depository Trust Company (“DTC”). Interests in the Restricted Global Bonds will be subject to certain restrictions on transfer. See “The Global Bonds—Transfers.” Beneficial interests in the Unrestricted Global Bonds and the Restricted Global Bonds (together, the “Global Bonds”) will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, individual definitive certificates for Bonds will not be issued in exchange for beneficial interests in the Global Bonds. Joint Lead Managers Barclays Capital Goldman Sachs International Credit Suisse J.P. Morgan Qatar National Bank Prospectus dated November 19, 2009 RESPONSIBILITY STATEMENT The State accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the State (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the State, the information contained in this Prospectus is true and accurate in every material respect and is not misleading in any material respect and this Prospectus, insofar as it concerns such matters, does not omit to state any material fact necessary to make such information not misleading. The opinions, assumptions, intentions, projections and forecasts expressed in this Prospectus with regard to the State are honestly held by the State, have been reached after considering all relevant circumstances, and are based on reasonable assumptions. IMPORTANT NOTICE No person has been authorized to give any information or to make any representation other than those contained in this Prospectus in connection with the offering of the Bonds and, if given or made, such information or representations must not be relied upon as having been authorized by the State or by any of Barclays Capital, the investment banking division of Barclays Bank PLC, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities Ltd. and Qatar National Bank S.A.Q. (together, the “Managers”). Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the State since the date hereof. This Prospectus may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorized or is unlawful. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the State or by any Manager that any recipient of this Prospectus should purchase any of the Bonds. Each investor contemplating purchasing Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the State. In connection with the issue of the Bonds, Barclays Bank PLC (the “Stabilizing Manager”) (or any person acting on behalf of it) may over-allot the Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or any person acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if commenced, may be discontinued at any time and must be brought to an end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Such stabilizing shall be in compliance with all applicable laws, regulations and rules. The State is relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing Bonds, each prospective investor will be deemed to have made the acknowledgements, representations, warranties and agreements described under “Transfer Restrictions” in this Prospectus. Each prospective investor should understand that it will be required to bear the financial risks of its investment for an indefinite period of time.
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