Mumtalakat Sukuk Holding Company (incorporated with limited liability under the laws of the Cayman Islands) Multicurrency Trust Certificate Issuance Programme Under the multicurrency trust certificate issuance programme (the Programme) described in this Base Prospectus (the Base Prospectus), Mumtalakat Sukuk Holding Company (in its capacity as issuer and trustee, the Trustee), subject to compliance with all relevant laws, regulations and directives, may from time to time issue trust certificates (the Certificates) denominated in any currency agreed between the Trustee and the relevant Dealer(s) (as defined below). The Certificates may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer(s) (each a Dealer and together, the Dealers) appointed under the Programme from time to time by the Trustee and Bahrain Mumtalakat Holding Company B.S.C. (c) (the Obligor or Mumtalakat) which appointment may be for a specific issue of Certificates or on an on-going basis. References in this Base Prospectus to the relevant Dealer(s) 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 to such Certificates. An investment in Certificates issued under the Programme involves certain risks. For a discussion of the principal risk factors that may affect the ability of the Trustee to fulfil its obligations under the Certificates, see "Risk Factors". The Certificates to which this Base Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Certificates offered should conduct their own due diligence on the Certificates. If you do not understand the contents of this Base Prospectus you should consult an authorised financial adviser. Each Series (as defined herein) of Certificates issued under the Programme will be constituted by: (i) an amended and restated master declaration of trust (the Master Declaration of Trust) dated 11 February 2019 entered into by the Trustee, the Obligor and Citibank N.A., London Branch as delegate of the Trustee (the Delegate); and (ii) a supplemental declaration of trust (each a Supplemental Declaration of Trust) in relation to the relevant Series. Certificates of each Series confer on the holders of the Certificates from time to time (the Certificateholders) the right to receive payments (as more particularly described herein) arising from the assets of a trust declared by the Trustee in relation to the relevant Series (the Trust). This Base Prospectus has been approved by the Central Bank of Ireland as competent authority under the Prospectus Directive (as defined below). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (the EU) law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the Certificates issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the Official List) and to trading on the regulated market of Euronext Dublin. The regulated market of Euronext Dublin is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, MiFID II). Such approval relates only to the Certificates which are to be admitted to trading on a regulated market for the purposes of MiFID II and/or which are to be offered to the public in any EU Member State. References in this Base Prospectus to the Certificates being listed (and all related references) shall mean that such Certificates have been admitted to listing on the Official List and to trading on the regulated market of Euronext Dublin or, as the case may be, another MiFID II regulated market as may be specified in the applicable final terms relating to the relevant Series (the applicable Final Terms). 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, the Obligor and the relevant Dealer(s). However, unlisted Certificates may be issued pursuant to the Programme. The Final Terms in respect of the issue of any Certificates will specify whether or not such Certificates will be listed on the Official List and admitted to trading on the regulated market of Euronext Dublin (or any other stock exchange). The Certificates may only be issued in registered form. Each Series of Certificates will initially be represented by a global certificate in registered form (a Global Certificate). Global Certificates will be deposited on the relevant issue date with, and registered in the name of a nominee for, a common depositary (the Common Depositary) on behalf of Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). The provisions governing the exchange of interests in Global Certificates for definitive Certificates are described in "Summary of Provisions relating to the Certificates while in Global Form". The Programme is expected to be rated B+ (stable outlook) by Standard & Poor's Credit Market Services Europe Limited, a division of the McGraw-Hill Companies Inc. (Standard & Poor's) and BB- (stable outlook) by Fitch Ratings Ltd. (Fitch). Each of Standard & Poor's and Fitch is established in the EU and registered under Regulation (EC) No 1060/2009, as amended (the CRA Regulation). As such, each of Standard & Poor's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List- registered-and-certified-CRAs) in accordance with the CRA Regulation. A Series of Certificates (as defined in "Overview of the Programme – Method of Issue") to be issued under the Programme will be rated or unrated. Where a Series of Certificates is to be rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the rating assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, reduction, suspension 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 the Shari'a Supervisory Committee of BNP Paribas, the Shariah Advisory Board of Citi Islamic Investment Bank E.C., the Central Shariah Committee of HSBC Bank Middle East Limited and the Shariah Supervisory Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on such approvals in deciding whether to make an investment in the Certificates and should consult their own Shariah advisers as to whether the proposed transaction described in such approvals is in compliance with their individual standards of compliance with Shariah principles. Arrangers HSBC National Bank of Bahrain Dealers BNP PARIBAS Citigroup HSBC National Bank of Bahrain Standard Chartered Bank The date of this Base Prospectus is 11 February 2019 This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Trustee, the Obligor and the Group (as defined below) and the Certificates which, according to the particular nature of the Trustee, the Obligor, the Group and the Certificates, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Trustee and the Obligor. When used in this Base Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended or superseded), and includes any relevant implementing measure in the relevant Member State of the European Economic Area (the EEA). The Trustee and the Obligor accept responsibility for the information contained in this Base Prospectus. To the best of the knowledge of the Trustee and the Obligor (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus should be read and construed together with any amendments or supplements hereto and, in relation to any Series of Certificates, should be read and construed together with the applicable Final Terms. No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the Programme or the issue or sale of the Certificates and, if given or made, such information or representation must not be relied upon as having been authorised by the Trustee, the Obligor, the Arrangers, the Dealers, the Delegate or the Agents. Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Trustee or the Obligor since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Trustee or the Obligor since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. In the case of any Certificates which are to be admitted to trading on a regulated market within the EEA or offered to the public in an EU Member State in circumstances which require the publication of a prospectus under the Prospectus Directive, the minimum specified denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the Certificates).