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Maf Sukuk Ltd BASE PROSPECTUS MAF SUKUK LTD. (incorporated in the Cayman Islands with limited liability) U.S.$1,500,000,000 Trust Certificate Issuance Programme Under the U.S.$1,500,000,000 trust certificate issuance programme described in this Base Prospectus (the "Programme"), MAF Sukuk Ltd. (in its capacities as issuer and as trustee, the "Trustee"), subject to compliance with all applicable laws, regulations and directives, may from time to time issue trust certificates (the "Certificates") in any currency agreed between the Trustee and the relevant Dealer (as defined below). Certificates may only be issued in registered form. The maximum aggregate face amount of all Certificates from time to time outstanding under the Programme will not exceed U.S.$1,500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. Each Tranche (as defined herein) of Certificates issued under the Programme will be constituted by: (i) an amended and restated master trust deed (the "Master Trust Deed") dated 31 May 2016 entered into between the Trustee, Majid Al Futtaim Properties LLC ("Majid Al Futtaim Properties"), Majid Al Futtaim Holding LLC ("Majid Al Futtaim Holding" or the "Guarantor") and Citibank, N.A., London Branch as delegate of the Trustee (the Delegate, which expression shall include any co-Delegate or any successor) and (ii) a supplemental trust deed (the "Supplemental Trust Deed" and, together with the Master Trust Deed, each a "Trust Deed") in relation to the relevant Series which shall be entered into in respect of the first Tranche of Certificates. Certificates of each Tranche confer on the holders of the Certificates from time to time (the "Certificateholders") the right to receive certain payments (as more particularly described herein) arising from a pro rata ownership interest in the assets of a trust declared by the Trustee in relation to the relevant Series (the "Trust") over the Trust Assets (as defined below) which will include, inter alia: (i) the relevant Wakala Portfolio (as defined herein); and (ii) the Transaction Documents (as defined below). Majid Al Futtaim Properties has certain obligations under the Master Lease Agreement, the Master Murabaha Agreement and the Management Agreement including the payment of certain amounts to the Trustee which are intended to be sufficient to fund the Periodic Distribution Amounts payable by the Trustee under the relevant Tranche and shall be applied by the Trustee for that purpose. See "Structure Diagram and Cash Flows / Description of the Programme—Structure Diagram and Cash Flows" for further details. Pursuant to the Master Trust Deed, the Guarantor will unconditionally and irrevocably guarantee (the "Guarantee") in favour of the Trustee the due and punctual payment by Majid Al Futtaim Properties of the Guaranteed Amounts (as defined herein) in respect of each Tranche. The Certificates may be issued on a continuing basis to one or more of the Dealers (each a "Dealer" and together the "Dealers") specified under "Structure Diagram and Cash Flows / Description of the Programme—Description of the Programme" and any additional Dealer appointed under the Programme from time to time by the Trustee, Majid Al Futtaim Properties and the Guarantor, 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 Certificates being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Certificates. The Certificates will be limited recourse obligations of the Trustee. An investment in Certificates 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 Certificates 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 Certificates 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 Certificates 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 Certificates to be admitted to trading on Nasdaq Dubai. An application may be made for any Tranche (as defined under "Terms and Conditions of the Certificates") to be admitted to trading on Nasdaq Dubai. References in this Base Prospectus to Certificates being "listed" (and all related references) shall mean that: (i) such Certificates have been admitted to trading on the Main Securities Market and have been admitted to the Irish Official List; and/or (ii) such Certificates have been admitted to trading on Nasdaq Dubai and have been admitted to the Dubai Official List. The Programme provides that 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, Majid Al Futtaim Properties, the Guarantor and the relevant Dealer(s). The Trustee may also issue unlisted Certificates and/or Certificates not admitted to trading on any market. Notice of the aggregate face amount of Certificates and certain other terms and conditions which are applicable to each Tranche will be set out in a final terms document (the "applicable Final Terms") which, with respect to Certificates to be listed on the Irish Stock Exchange, will be delivered to the Central Bank and the Irish Stock Exchange and which, with respect to Certificates to be listed on Nasdaq Dubai, will be delivered to the DFSA and Nasdaq Dubai. The Trustee and Majid Al Futtaim Properties may agree with any Dealer that Certificates may be issued with terms and conditions not contemplated by the Terms and Conditions of the Certificates 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 Certificates. Neither the Certificates nor the Guarantee have been nor will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") nor with any securities regulatory authority of any state or other jurisdiction of the United States and the Certificates may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, Certificates may be offered or sold solely to persons who are not U.S. persons (as defined in Regulation S) outside the United States in reliance on Regulation S. Each purchaser of the Certificates is hereby notified that the offer and sale of Certificates to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S. 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 Trustee or Majid Al Futtaim Properties. Fitch has also rated the Trustee'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 not independently rated the Trustee or Majid Al Futtaim Properties. S&P has also rated the Trustee's Programme at 'BBB'. The rating of certain Series of Certificates 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 Certificates 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. The transaction structure relating to the Certificates (as described in this Base Prospectus) has been approved by a member of the Executive Committee of the Fatwa and Sharia Supervisory Board of Abu Dhabi Islamic Bank PJSC, the Executive Committee of the Sharia Board of Dubai Islamic Bank and Dar Al Sharia, the Central Shari'ah Committee of HSBC Bank Middle East Limited and the Sharia Supervisory Committee of Standard Chartered Bank.
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