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Maf Global Securities Limited Level: 7 – From: 7 – Tuesday, June 14, 2011 – 11:25 – eprint6 – 4331 Intro BASE PROSPECTUS MAF GLOBAL SECURITIES LIMITED A9.4.1.1 (incorporated with limited liability in the Cayman Islands) A9.4.1.2 U.S.$2,000,000,000 A9.4.1.4 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.$2,000,000,000 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, by Majid Al Futtaim Holding LLC (MAF Holding) and Majid Al Futtaim Properties LLC (MAF Properties and, together with MAF 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.$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 Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview 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”. Application has been made to 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 during the period of 12 months from the date of this Base Prospectus to be admitted to the official list of the UK Listing Authority (the Official List) and to 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. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange’s regulated market and have been admitted to the Official List. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). 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 any other terms and conditions not contained herein which are 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 Final Terms), which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and 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 the Securities Act) unless an exemption from the registration requirements of the Securities Act is available and the offer and sale is made in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. 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, 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. The rating of certain Series (as defined under “Terms and Conditions of the Notes”) of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (the CRA Regulation) will be disclosed in the Final Terms. Arrangers Barclays Capital Emirates NBD Bank PJSC Standard Chartered Bank Dealers Barclays Capital Citi CRÉDIT AGRICOLE CIB Emirates NBD Bank PJSC HSBC J.P. Morgan National Bank of Abu Dhabi Standard Chartered Bank The date of this Base Prospectus is 14 June 2011. Level: 7 – From: 7 – Tuesday, June 14, 2011 – 11:25 – eprint6 – 4331 Intro This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive). The Issuer and each of the Guarantors accepts responsibility for the information contained in this A12.1.1 Base Prospectus. To the best of the knowledge of the Issuer and the Guarantors (each having taken all A12.1.2 reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in A13.1.1 accordance with the facts and does not omit anything likely to affect the import of such information. A13.1.2 A9.1.1 Each Tranche of Notes will be issued on the terms set out herein under “Terms and Conditions of the A9.1.2 Notes” as supplemented by the applicable Final Terms. This Base Prospectus must be read and construed together with any supplements hereto, and, in relation to any Tranche of Notes, the applicable Final Terms. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the case may be. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined below). Certain information under the headings “Description of the Group” and “Book-entry Clearance A9.13.2 Systems” has been extracted from information provided by Retail Planet, 2010 and the Dubai Department of Tourism and Commerce Marketing (in the case of “Description of the Group”) and the clearing systems referred to therein (in the case of “Book-entry Clearance Systems”) and, in each case, the source of such information is specified where it appears under those headings. The Issuer and each of the Guarantors confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant sources referred to, no facts have been omitted which would render the reproduced information inaccurate or misleading. Neither the Dealers nor the Trustee have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Issuer or the Guarantors in connection with the Programme. No Dealer or the Trustee accepts any liability in relation to the information contained in this Base Prospectus or any other information provided by the Issuer or the Guarantors in connection with the Programme. No person is or has been authorised by the Issuer, the Guarantors, the Dealers or the Trustee to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, either of the Guarantors, any of the Dealers or the Trustee. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, either of the Guarantors, any of the Dealers or the Trustee that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes.
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