Alpha Star Holding V Limited (an exempted company incorporated with limited liability under the laws of the Cayman Islands) U.S.$400,000,000 Trust Certificates due 2023 The U.S.$400,000,000 trust certificates due 2023 (the Certificates) of Alpha Star Holding V Limited (in its capacity as issuer and in its capacity as trustee, as applicable, the Trustee) will be constituted by a declaration of trust (the Declaration of Trust) dated 18 April 2018 (the Issue Date) entered into between the Trustee, Damac Real Estate Development Limited (the Guarantor) and Citibank N.A., London Branch as the delegate of the Trustee (the Delegate). The Certificates 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 an undivided ownership interest in the assets of a trust declared by the Trustee pursuant to the Declaration of Trust (the Trust) over the Trust Assets (as defined in the Conditions) and the Trustee will hold such Trust Assets upon trust absolutely for the Certificateholders pro rata according to the face amount of Certificates held by each Certificateholder in accordance with the Declaration of Trust and the terms and conditions of the Certificates (the Conditions). Periodic Distribution Amounts (as defined in the Conditions) shall be payable subject to and in accordance with the Conditions on the outstanding face amount of the Certificates from (and including) the Issue Date to (but excluding) 18 April 2023 (the Scheduled Dissolution Date) at a rate of 6.625 per cent. per annum. Payments on the Certificates will be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Cayman Islands, the Dubai International Financial Centre (the DIFC), the United Arab Emirates or the Emirate of Dubai or any authority therein or thereof having power to tax to the extent described under Condition 10. The Certificates shall be redeemed on the Scheduled Dissolution Date but the Certificates may be redeemed before the Scheduled Dissolution Date (i) at the option of the Trustee in whole but not in part at their Dissolution Distribution Amount (as defined in the Conditions) in the event of certain changes affecting taxes of the Cayman Islands, the DIFC, the United Arab Emirates and/or the Emirate of Dubai; (ii) at the option of the relevant Certificateholder at the Change of Control Dissolution Distribution Amount following a Change of Control Event (each as defined in the Conditions); (iii) at the option of the Guarantor at the Dissolution Distribution Amount on the Clean Up Call Right Dissolution Date (as defined in the Conditions); or (iv) following a Dissolution Event (as defined in the Conditions). Each payment of a Periodic Distribution Amount will be made by the Trustee provided that Priority Holding Limited (the Service Agent) shall have paid amounts equal to such Periodic Distribution Amount pursuant to the terms of the Service Agency Agreement (as defined in the Conditions). The Certificates will be limited recourse obligations of the Trustee. An investment in the Certificates involves certain risks. For a discussion of these risks, see "Risk Factors". Potential investors should be aware that the Government of Dubai is not guaranteeing the obligations of the Guarantor or the Trustee under, or in connection with, the Certificates. This 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 Prospectus as meeting the requirements imposed under Irish and European Union (EU) law pursuant to the Prospectus Directive. Such approval relates only to the Certificates which are to be admitted to trading on a regulated market for the purposes of Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II) or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ( Euronext Dublin) for the Certificates to be admitted to the official list (the Official List) and trading on its regulated market (the Main Securities Market). The Main Securities Market is a regulated market for the purposes of MiFID II. This Prospectus has been approved by the Dubai Financial Services Authority (the DFSA) under Rule 2.6 of the Markets Rules (the Markets Rules) of the DFSA and is therefore an approved prospectus for the purposes of Article 14 of the DIFC Law No. 1 of 2012 (the Markets Law). Application has also been made to the DFSA for the Certificates to be admitted to the official list of securities maintained by the DFSA and to Nasdaq Dubai for such Certificates to be admitted to trading on Nasdaq Dubai. References in this Prospectus to Certificates being listed (and all related references) shall mean that such Certificates have been admitted to listing on the Official List and the official list of securities maintained by the DFSA and have been admitted to trading on the Main Securities Market and on Nasdaq Dubai. The Certificates are expected to be assigned a rating of "BB" by Standard and Poor's Credit Market Services Europe Limited (Standard and Poor's). Standard and Poor's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, Standard and Poor's 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. A rating is not a recommendation to buy, sell or hold the Certificates (or beneficial interests therein) and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Certificates will be represented by interests in a global certificate in registered form (the Global Certificate) deposited on or before the Issue Date with, and registered in the name of a nominee for a common depositary (the Common Depositary) for, Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Individual Certificates evidencing holdings of interests in the Certificates will be issued in exchange for interests in the Global Certificate only in certain limited circumstances described herein. This Prospectus relates to an Exempt Offer in accordance with the Markets Rules. This Prospectus is intended for distribution only to persons of a type specified in the Markets Rules. It must not be delivered to, or relied on by, any other person. The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including the accuracy or completeness of such information, nor has it determined whether the Certificates are Shari'a compliant. The liability for the content of this Prospectus lies with the Trustee and the Guarantor. The DFSA has also not assessed the suitability of the Certificates to which this Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Certificates to which this Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. The Certificates may only be offered, sold or transferred in registered form in minimum face amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Joint Global Coordinators Barclays HSBC Joint Lead Managers Barclays Dubai Islamic Bank Emirates NBD Capital HSBC KAMCO Investment Company K.S.C.P. Mashreqbank P.S.C. Sharjah Islamic Bank PJSC The date of this Prospectus is 17 April 2018 This Prospectus complies with the requirements in Part 2 of the Markets Law and Chapter 2 of the Markets Rules and comprises a prospectus for the purposes of Article 5.4 of the Prospectus Directive and is for the purpose of giving information with regard to the Trustee, the Guarantor and the Certificates which, according to the particular nature of the Trustee, the Guarantor 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 Guarantor. The Trustee and the Guarantor accept responsibility for the information contained in this Prospectus. To the best of the knowledge of each of the Trustee and the Guarantor, each 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. This Prospectus contains information from various sources. Statistical information relating to Dubai and the United Arab Emirates included in this Prospectus has been derived from public sources, including the Organisation of the Petroleum Exporting Countries (OPEC), the International Monetary Fund (IMF), the Federal Competitiveness and Statistics Authority (the FCSA), the UAE Central Bank, the Dubai Statistics Centre, the Department of Tourism and Commerce Marketing of the Government of Dubai. All such statistical information may differ from that stated in other sources for a variety of reasons, including the fact that the underlying assumptions and methodology (including definitions and cut-off times) may vary from source to source. This data may subsequently be revised as new data becomes available and any such revised data will not be circulated by the Guarantor and its consolidated subsidiaries taken as a whole (the Group) to investors who have purchased the Certificates.