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PROSPECTUS DATED 4 NOVEMBER 2010 11OCT201015465665 DP World Limited (a company limited by shares incorporated in the Dubai International Financial Centre) US$5,000,000,000 Global Medium Term Note Programme Under the Global Medium Term Note Programme (the ‘‘Programme’’) described in this prospectus (the ‘‘Prospectus’’), DP World Limited (the ‘‘Company’’ or the ‘‘Issuer’’), a company limited by shares incorporated in the Dubai International Financial Centre (the ‘‘DIFC’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Global Medium Term Notes (the ‘‘Notes’’). The aggregate nominal amount of Notes outstanding will not at any time exceed US$5,000,000,000 (or its equivalent in other currencies). The Issuer has made an application to (i) the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ‘‘UK Listing Authority’’) for Notes issued under the Programme for a period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the ‘‘Official List’’) and (ii) the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the ‘‘Market’’). References in this Prospectus to Notes being ‘‘listed’’ on the London Stock Exchange (and all related references) mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Notes may also be issued under the Programme that are admitted to trading or listed on any other stock exchange or that are unlisted. The relevant Final Terms (as defined in ‘‘Overview—Overview of the Programme—Method of Issue’’) in respect of the issue of any Notes will specify whether or not such Notes will be (i) listed on the London Stock Exchange and/or any other stock exchange or (ii) unlisted. The Programme has been rated ‘‘Ba1’’ (positive) by Moody’s Investors Service, Inc. (‘‘Moody’s’’) and ‘‘BB’’ by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. (‘‘Standard & Poor’s’’). Tranches of Notes (as defined in ‘‘Overview—Overview of the Programme—Method of Issue’’) to be issued under the Programme may or may not be rated. Where a Tranche of Notes is to be rated, the relevant rating(s) may not be the same as the ratings assigned to the Programme. A 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 Notes of each Series (as defined in ‘‘Overview—Overview of the Programme—Method of Issue’’) may be issued as Bearer Notes, Exchangeable Bearer Notes or Registered Notes (each as defined in ‘‘Overview—Overview of the Programme—Form of Notes’’). Bearer Notes and Exchangeable Bearer Notes will be sold outside the United States in ‘‘offshore transactions’’ to non-US persons within the meaning of Regulation S (‘‘Regulation S’’) under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’). In general, Bearer Notes and Exchangeable Bearer Notes will be represented on issue by a temporary global note in bearer form, without interest coupons (each, a ‘‘Temporary Global Bearer Note’’), and interests in Temporary Global Bearer Notes will be exchangeable for interests in permanent global notes in bearer form (each, a ‘‘Permanent Global Bearer Note’’ and, together with the Temporary Global Bearer Notes, the ‘‘Global Bearer Notes’’) or, if so stated in the relevant Final Terms, definitive bearer Notes (‘‘Definitive Bearer Notes’’), after the date falling 40 days after the completion of the distribution of such Tranche upon certification as to non-US beneficial ownership. Interests in Permanent Global Bearer Notes will be exchangeable for Definitive Bearer Notes in whole but not in part as described under ‘‘Summary of Provisions Relating to the Notes while in Global Form’’. On the relevant issue date, Global Bearer Notes will be deposited (i) with a common depositary (the ‘‘Common Depositary’’) for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, soci´et´e anonyme (‘‘Clearstream, Luxembourg’’), or (ii) as agreed between the Issuer and the relevant Dealer(s), as specified in the relevant Final Terms. Registered Notes may be sold (i) outside the United States in ‘‘offshore transactions’’ to non-US persons within the meaning of Regulation S (‘‘Unrestricted Registered Notes’’) and/or (ii) in the United States to ‘‘qualified institutional buyers’’ (each, a ‘‘QIB’’) within the meaning of Rule 144A (‘‘Rule 144A’’) under the Securities Act (‘‘Restricted Registered Notes’’). Registered Notes will be represented by registered certificates (each, a ‘‘Certificate’’) and, in general, (i) Unrestricted Registered Notes will be represented on issue by one or more permanent global registered certificates, without interest coupons (each, an ‘‘Unrestricted Global Certificate’’), and (ii) Restricted Registered Notes will be represented on issue by a permanent global registered certificate, without interest coupons (each, a ‘‘Restricted Global Certificate’’ and, together with the Unrestricted Global Certificates, the ‘‘Global Certificates’’). The provisions governing the exchange of interests in the Global Certificates for individual Certificates in certain limited circumstances are described in ‘‘Summary of Provisions Relating to the Notes while in Global Form’’. On the relevant issue date, Global Certificates of each Series may (i) be registered in the name of, and deposited with, the Common Depositary for Euroclear and Clearstream, Luxembourg, (ii) be registered in the name of Cede & Co. as nominee for, and deposited with a custodian (the ‘‘Custodian’’) for, The Depository Trust Company (‘‘DTC’’) and/or (iii) be registered and deposited as agreed between the Issuer and the relevant Dealer(s), as specified in the relevant Final Terms. This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This Prospectus 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 Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The Notes may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Notes offered should conduct their own due diligence on the Notes. If you do not understand the contents of this Prospectus you should consult an authorised financial adviser. Investing in the Notes involves risks. See ‘‘Risk Factors’’ beginning on page 11. Arrangers and Dealers Citi Deutsche Bank HSBC Standard Chartered Bank 20OCT201002560422 ii CONTENTS Page Notice to Investors ......................................................... 1 Presentation of Certain Financial and Other Information .............................. 6 Available Information ....................................................... 9 Incorporation by Reference ................................................... 10 Risk Factors .............................................................. 11 Overview ................................................................ 32 Summary Consolidated Financial and Operating Data ................................ 40 Summary of Provisions Relating to the Notes while in Global Form ...................... 45 Form of Final Terms ........................................................ 53 Terms and Conditions of the Notes ............................................. 62 Use of Proceeds ........................................................... 86 Capitalisation ............................................................. 87 Selected Consolidated Financial Data ............................................ 88 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 92 Business ................................................................. 117 Shareholders .............................................................. 132 Related Party Transactions .................................................... 133 Management .............................................................. 134 Industry Overview .......................................................... 140 Taxation ................................................................. 145 Certain ERISA Considerations ................................................. 154 Subscription and Sale ....................................................... 156 Transfer Restrictions ........................................................ 162 Clearance and Settlement .................................................... 165 General Information ........................................................ 166 Index to Financial Statements ................................................. F-1 iii NOTICE TO INVESTORS In this Prospectus, (i) the ‘‘Company’’ refers to DP World Limited, a company limited by shares incorporated in the DIFC with Registration Number 0226 issued on 9 August 2006, (ii) ‘‘P&O’’ refers to The Peninsular and Oriental Steam Navigation Company, a company incorporated

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