PROSPECTUS

DOHA FINANCE LIMITED(an exempted company incorporated in the Cayman Islands with limited liability)

DOHA BANK Q.S.C.(a Qatari shareholding company incorporated under the Commercial Companies Law No. (11) of 2015)

U.S.$2,000,000,000Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed in the case of Notes issued by Doha Finance Limitedby Doha Bank Q.S.C.

Under this U.S.$2,000,000,000 Euro Medium Term Note Programme (the Programme), Doha Finance Limited (Doha Finance) and Doha Bank Q.S.C. (theBank and, together with Doha Finance, the Issuers and each an Issuer) may from time to time issue notes (the Notes) denominated in any currency agreedbetween the relevant Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes issued by Doha Finance(Guaranteed Notes) will be unconditionally and irrevocably guaranteed by the Bank (in such capacity, the Guarantor).

As more fully described herein, Notes may be issued on a senior basis (Senior Notes) or on a subordinated basis (Subordinated Notes).

Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notesfrom 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 theProgramme Agreement described herein), subject to increase as described in the Programme Agreement. Notes denominated in Australian dollars, issued inthe Australian domestic capital market and ranking as senior obligations of the relevant Issuer (AMTNs) will be issued in registered certificated form, andwill take the form of entries on a register established and maintained by a registrar in Australia and may be lodged with the clearing system operated byAustraclear Ltd (Austraclear). Each Tranche of AMTNs will be represented by a certificate without coupons (each an AMTN Certificate), which shall beissued by the Issuer in respect of each Tranche of AMTNs.

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 Dealerappointed under the Programme from time to time by the relevant Issuer(s) (each a Dealer and together the Dealers), which appointment may be for a specificissue or on an ongoing basis. References in this Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribedby more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

The Issuers are not authorised to carry on business as a bank or other form of deposit-taking or credit institution under the Banking Act 1959 of Australia(Banking Act). The Issuers are not regulated under the Banking Act nor are they subject to prudential supervision by the Australian Prudential RegulationAuthority. The Notes are not obligations of any government or governmental agency and in particular are not guaranteed by the Commonwealth of Australianor do they benefit from the depositor protection provisions of Division 2 of Part II of the Banking Act.

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 Conduct Authority in its capacity as competent authority (the UK Listing Authority) for Notes issued underthe Programme during the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the OfficialList) and to the London Stock Exchange plc (the London Stock Exchange) for such Notes to be admitted to trading on the London Stock Exchange’sregulated market. References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to tradingon the London Stock Exchange’s regulated market and have been admitted to the Official List. The London Stock Exchange’s regulated market is a regulatedmarket for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).

The requirement to publish a prospectus under the Prospectus Directive (as defined under “Important Information” below) only applies to Notes which areto be admitted to trading on a regulated market in the European Economic Area (the EEA) and/or offered to the public in the EEA other than in circumstanceswhere an exemption is available under Article 3.2 of the Prospectus Directive. References in this Prospectus to Exempt Notes are to Notes for which noprospectus is required to be published under the Prospectus Directive. The UK Listing Authority has neither approved nor reviewed information containedin this Prospectus in connection with Exempt Notes.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information whichis applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will (other than in the case of Exempt Notes, as defined below)be set out in a final terms document (the Final Terms) which will be delivered to the UK Listing Authority and, where listed, the London Stock Exchange.

Copies of Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchangethrough a regulatory information service. The relevant Issuer and (in the case of Guaranteed Notes) the Guarantor may agree with any Dealer that Notesmay be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a new prospectus in the case of listed Notesonly, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. In the case of Exempt Notes,notice of the aggregate nominal amount of Exempt Notes, interest (if any) payable in respect of Exempt Notes, the issue price of Exempt Notes and certainother information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement).

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 maybe agreed between the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant Dealer. The Issuers may also issue unlisted Notesand/or Notes not admitted to trading on any market.

The Notes and the Guarantee 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 RegulationS under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicablesecurities laws of any state of the United States and any other jurisdiction.

The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms (or the Pricing Supplement, in thecase of Exempt Notes). Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency establishedin the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) will be disclosed in the Final Terms (orthe Pricing Supplement, in the case of Exempt Notes). A security rating is not a recommendation to buy, sell or hold securities and may be subject tosuspension, reduction or withdrawal at any time by the assigning rating agency.

J.P. Morgan Securities plc is an Arranger and a Dealer under the Programme for the Notes other than for the AMTNs. Any references in this Prospectus tothe Arrangers or the Dealers in connection with AMTNs shall not include J.P. Morgan Securities plc.

Arrangers

ANZ ING J.P. Morgan

Dealers

ANZ ING J.P. Morgan

The date of this Prospectus is 1 September 2016.

IMPORTANT INFORMATION

This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notesissued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. Whenused in this Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended, includingby Directive 2010/73/EU), and includes any relevant implementing measure in a relevant MemberState of the EEA.

Each of the Issuers and the Guarantor accepts responsibility for the information contained inthis Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. Tothe best of the knowledge of each of the Issuers and the Guarantor (each having taken allreasonable care to ensure that such is the case) the information contained in this Prospectus isin accordance with the facts and does not omit anything likely to affect the import of suchinformation.

Subject as provided in the applicable Final Terms, the only persons authorised to use thisProspectus in connection with an offer of Notes are the persons named in the applicable FinalTerms 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 relevant Issuer and thespecified office set out below of each of the Paying Agents (as defined below).

The Bank has ratings of A- (long term senior unsecured debt) and A-2 (short term seniorunsecured debt) from Standard & Poor’s Credit Market Services France SAS (Standard andPoor’s); A2 (long term bank deposits) and P-1 (short term bank deposits) from Moody’sInvestors Service Cyprus Ltd (Moody’s); A (long term foreign currency), A2 (short term foreigncurrency), A (financial strength) and 2 (support) from Capital Intelligence Cyprus Limited (CI),and A (long term Issuer Default Rating), F1 (short term Issuer Default Rating) and 1 (supportrating) from Fitch Ratings Ltd. (Fitch). Each of Standard & Poor’s, Moody’s and Fitch isestablished in the European Union and is registered under the CRA Regulation. CI is establishedin the European Union and has applied for registration under the CRA Regulation, althoughnotification of the corresponding registration decision has not yet been provided by the relevantcompetent authority. Series or Tranche of Notes issued under the Programme may be rated orunrated. Where a Tranche or Series of Notes is rated, such rating will be disclosed in the FinalTerms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the sameas the rating assigned to the Programme by Moody’s and Fitch. A credit rating is not arecommendation to buy, sell or hold securities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agency.

This Prospectus is to be read in conjunction with all documents which are deemed to beincorporated in it by reference (see “Documents Incorporated by Reference”). This Prospectusshall be read and construed on the basis that those documents are incorporated and form partof this Prospectus.

The Dealers have not independently verified the information contained herein. Accordingly, norepresentation, warranty or undertaking, express or implied, is made and no responsibility orliability is accepted by the Dealers as to the accuracy or completeness of the informationcontained or incorporated in this Prospectus or any other information provided by any of theIssuers or the Guarantor in connection with the Programme. No Dealer accepts any liability inrelation to the information contained or incorporated by reference in this Prospectus or anyother information provided by any of the Issuers or the Guarantor in connection with theProgramme.

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No person is or has been authorised by any of the Issuers or the Guarantor to give anyinformation or to make any representation not contained in or not consistent with this Prospectusor any other information supplied in connection with the Programme or the Notes and, if givenor made, such information or representation must not be relied upon as having been authorisedby any Issuer, the Guarantor or any of the Dealers.

Neither this Prospectus nor any other information supplied in connection with the Programmeor any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) shouldbe considered as a recommendation by any of the Issuers, the Guarantor or any of the Dealersthat any recipient of this Prospectus or any other information supplied in connection with theProgramme or any Notes should purchase any Notes. Each investor contemplating purchasingany Notes should make its own independent investigation of the financial condition and affairs,and its own appraisal of the creditworthiness, of the relevant Issuer and/or (in the case ofGuaranteed Notes) the Guarantor. Neither this Prospectus nor any other information supplied inconnection with the Programme or the issue of any Notes constitutes an offer or invitation by oron behalf of the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or any of theDealers to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in anycircumstances imply that the information contained herein concerning any of the Issuers and/orthe Guarantor is correct at any time subsequent to the date hereof or that any other informationsupplied in connection with the Programme is correct as of any time subsequent to the dateindicated in the document containing the same. The Dealers expressly do not undertake to reviewthe financial condition or affairs of any of the Issuers or the Guarantor during the life of theProgramme or to advise any investor in the Notes issued under the Programme of anyinformation coming to their attention.

Neither the Notes nor the Guarantee have been or will be registered under the Securities Act andthe Notes in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions,Notes may not be offered, sold or delivered within the United States or to, or for the account orbenefit of, U.S. persons (see “Subscription and Sale”).

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notesin any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in suchjurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restrictedby law in certain jurisdictions. None of the Issuers, the Guarantor and the Dealers represent thatthis Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, incompliance with any applicable registration or other requirements in any such jurisdiction, orpursuant to an exemption available thereunder, or assume any responsibility for facilitating anysuch distribution or offering. In particular, no action has been taken by any of the Issuers, theGuarantor or the Dealers which is intended to permit a public offering of any Notes ordistribution of this Prospectus in any jurisdiction where action for that purpose is required.Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectusnor any advertisement or other offering material may be distributed or published in anyjurisdiction, except under circumstances that will result in compliance with any applicable lawsand regulations. Persons into whose possession this Prospectus or any Notes may come mustinform themselves about, and observe, any such restrictions on the distribution of thisProspectus and the offering and sale of Notes. In particular, there are restrictions on thedistribution of this Prospectus and the offer or sale of Notes in the United States, the EEA(including the United Kingdom), the Cayman Islands, the State of Qatar, Japan, the Kingdom ofSaudi Arabia, the Kingdom of Bahrain, Dubai International Financial Centre, the United ArabEmirates, Hong Kong, Singapore and Australia. See “Subscription and Sale”.

This Prospectus has been prepared on a basis that would permit an offer of Notes with adenomination of less than C= 100,000 (or its equivalent in any other currency) only incircumstances where there is an exemption from the obligation under the Prospectus Directive

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to publish a prospectus. As a result, any offer of Notes in any Member State of the EEA whichhas implemented the Prospectus Directive (each, a Relevant Member State) must be madepursuant to an exemption under the Prospectus Directive from the requirement to publish aprospectus for offers of Notes. Accordingly any person making or intending to make an offer ofNotes in that Relevant Member State may only do so in circumstances in which no obligationarises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the ProspectusDirective or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in eachcase, in relation to such offer. Neither the relevant Issuer nor any Dealer has authorised, nor dothey authorise, the making of any offer of Notes in circumstances in which an obligation arisesfor the relevant Issuer or any Dealer to publish or supplement a prospectus for such offer.

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SUITABILITY OF INVESTMENT

The Notes may not be a suitable investment for all investors. Each potential investor in the Notesmust determine the suitability of that investment in light of its own circumstances. In particular,each potential investor may wish to consider, either on its own or with the help of its financialand other professional advisers, whether it:

(i) has sufficient knowledge and experience to make a meaningful evaluation of the relevantNotes, the merits and risks of investing in the relevant Notes and the information containedor incorporated by reference in this Prospectus or any applicable supplement;

(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context ofits particular financial situation, an investment in the relevant Notes and the impact theNotes will have on its overall investment portfolio;

(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment inthe Notes, including Notes with principal or interest payable in one or more currencies, orwhere the currency for principal or interest payments is different from the potentialinvestor’s currency;

(iv) understands thoroughly the terms of the relevant Notes and is familiar with the behaviourof any relevant indices and financial markets; and

(v) is able to evaluate possible scenarios for economic, interest rate and other factors that mayaffect its investment and its ability to bear the applicable risks.

Some Notes are complex financial instruments. Sophisticated institutional investors generally donot purchase complex financial instruments as stand-alone investments. They purchase complexfinancial instruments as a way to reduce risk or enhance yield with an understood, measured,appropriate addition of risk to their overall portfolios. A potential investor should not invest inNotes which are complex financial instruments unless it has the expertise (either alone or witha financial adviser) to evaluate how the Notes will perform under changing conditions, theresulting effects on the value of the Notes and the impact this investment will have on thepotential investor’s overall investment portfolio.

Legal investment considerations may restrict certain investments. The investment activities ofcertain investors are subject to investment laws and regulations, or review or regulation bycertain authorities. Each potential investor should consult its legal advisers to determine whetherand to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral forvarious types of borrowing and (iii) other restrictions apply to its purchase or pledge of anyNotes. Financial institutions should consult their legal advisers or the appropriate regulators todetermine the appropriate treatment of Notes under any applicable risk-based capital or similarrules.

J.P. Morgan Securities plc has not been involved in the structuring of any AMTNs, will notparticipate in any issuances of AMTNs and, therefore, accepts no responsibility or liability inconnection with the AMTNs (in particular, for any subscriptions to the AMTNs under theProgramme and/or any issuance or underwriting thereof).

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Presentation of Financial Information of the Bank

Unless otherwise indicated, the financial information in this Prospectus relating to the Bank hasbeen derived from (i) the audited consolidated financial statements of the Bank as at and for thefinancial years ended 31 December 2013, 2014 and 2015 and (ii) the unaudited interim condensedconsolidated financial statements of the Bank for the six months ended 30 June 2016 (together,the Financial Statements).

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The Bank’s financial year ends on 31 December, and references in this Prospectus to any specificyear are to the 12-month period ended on 31 December of such year. The audited consolidatedfinancial statements of the Bank as at and for the financial years ended 31 December 2013, 2014and 2015 have been prepared in accordance with International Financial Reporting Standards(IFRS) issued by the International Accounting Standards Board and the applicable provisions ofthe Qatar Central Bank regulations. The unaudited interim condensed consolidated financialstatements of the Bank as at and for the six months ended 30 June 2016 have been prepared inaccordance with International Accounting Standard (IAS) 34, Interim Financial Reporting andthe applicable provisions of Qatar Central Bank regulations.

Certain Defined Terms and Conventions

Capitalised terms which are used but not defined in any particular section of this Prospectus willhave the meaning attributed to them in “Terms and Conditions of the Notes” or any other sectionof this Prospectus.

In this Prospectus, all references to “U.S. dollars”, “dollars”, “U.S.$” and “$” refer to UnitedStates dollars, and to “QAR” and “Qatari riyals” are to the lawful currency of the State of Qatar.The Qatari riyal has been pegged at a fixed exchange rate of QAR 3.64 = U.S.$1.00 since 1980.Such translation should not be construed as representing that Qatari riyal amounts have been orcould have been converted into United States dollars at this or any other rate of exchange. Allreferences to “Sterling” and “£” refer to pounds sterling and to “euro” and “ C= ” refer to thecurrency introduced at the start of the third stage of European economic and monetary unionpursuant to the Treaty on the Functioning of the European Union, as amended, all references to“Australian dollars” and “A$” and to the lawful currency of Australia. In addition, all referencesin this document to “Qatar” are to the State of Qatar and all references herein to the “Group”are to the Bank and its subsidiaries.

Certain figures and percentages included in this Prospectus have been subject to roundingadjustments; accordingly, figures shown for the same category presented in different tables mayvary slightly and figures shown as the totals in certain tables may not be an arithmeticaggregation of the figures which precede them. Rounding conventions have been observed.

PRESENTATION OF MARKET, MARKET SHARE AND INDUSTRY DATA

This Prospectus contains information sourced from third parties, where indicated withreferences to third party sources herein. Each of the Issuers and the Guarantor confirms thatsuch information has been accurately reproduced and that, so far as it is aware, and is able toascertain from information published by such sources, no facts have been omitted which wouldrender the reproduced information inaccurate or misleading.

The market, market share and industry data and the data relating to the State of Qatar containedin this Prospectus have been obtained from the International Monetary Fund’s data on worldeconomic outlook, annual reports issued by Qatar Central Bank (the QCB) and information filedwith the QCB, reports issued by the Qatar Statistics Authority (the QSA), information from theU.S. Energy Information Administration, the Ministry of Economy and Finance, Qatari pressreports and publications, edicts and resolutions of Qatar and published financial statements ofcertain commercial banks in Qatar.

While each of the Issuers and the Guarantor believes that this information is derived fromsources which are reliable, the accuracy of such information is subject to the availability andreliability of the data supporting such information and neither the published information nor theunderlying data has been independently verified. In addition, the methodology of these sourcesand of other industry sources for collecting information and data, and therefore the reportedinformation, may differ from that used by the Bank to compile operational data and from themethodologies employed by other sources.

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Prospective investors in the Notes should review the description of the economy of Qatar set forthin this Prospectus in light of the following observations. Statistics contained in this Prospectus,including those in relation to nominal gross domestic product (GDP), have been obtained from,among others, the Ministry of Economy and Finance, the QCB and the QSA. Such statistics, andthe component data on which they are based, may be unreliable and may not have been compiledin the same manner as data provided by similar sources in Western Europe and the United States.Similar statistics may be obtainable from other sources, although the underlying assumptions,methodology and consequently the resulting data may vary from source to source. There may alsobe material variances between preliminary or estimated data set forth in this Prospectus andactual results, and between the data set forth in this Prospectus and corresponding datapreviously published by or on behalf of Qatar. In addition, due to deficiencies in the currency ofcertain data, some information for recent years is not available as of the date of this Prospectus.Consequently, the statistical data contained in this Prospectus should be treated with caution byprospective investors.

NOTICE TO RESIDENTS OF THE KINGDOM OF BAHRAIN

The Central Bank of Bahrain and the Bahrain Stock Exchange assume no responsibility for theaccuracy and completeness of the statements and information contained in this Prospectus andexpressly disclaim any liability whatsoever for any loss howsoever arising from reliance upon thewhole or any part of the contents of this Prospectus. Each potential investor resident in Bahrainintending to subscribe for Notes on the Issue Date of such Notes (each, a potential investor) maybe required to provide satisfactory evidence of identity and, if so required, the source of fundsto purchase the Notes within a reasonable time period determined by the relevant Issuer, theGuarantor (in the case of Guaranteed Notes) and the relevant Dealers. Pending the provision ofsuch evidence, an application to subscribe Notes will be postponed. If a potential investor failsto provide satisfactory evidence within the time specified, or if a potential investor providesevidence but none of the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or therelevant Dealers are satisfied therewith, its application to subscribe Notes may be rejected inwhich event any money received by way of application will be returned to the potential investor(without any additional amount added thereto and at the risk and expense of such potentialinvestor). In respect of any potential investors, the relevant Issuer and the Guarantor (in the caseof Guaranteed Notes) will comply with Bahrain’s Legislative Decree No. (4) of 2001 with respectto Prohibition and Combating of Money Laundering and various Ministerial Orders issuedthereunder including, but not limited to, Ministerial Order No. (7) of 2001 with respect toInstitutions’ Obligations Concerning the Prohibition and Combating of Money Laundering.

DUBAI INTERNATIONAL FINANCIAL CENTRE NOTICE

This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules (theRules) of the Dubai Financial Services Authority. This Prospectus is intended for distributiononly to Persons of a type specified in those Rules. It must not be delivered to, or relied on by, anyother Person. The Dubai Financial Services Authority has no responsibility for reviewing orverifying any documents in connection with Exempt Offers. The Dubai Financial ServicesAuthority has not approved this document nor taken steps to verify the information set out in it,and has no responsibility for it. The Notes to which this Prospectus relates may be illiquid and/orsubject to restrictions on their resale. Prospective purchasers of the Notes offered should conducttheir own due diligence on the Notes. If you do not understand the contents of this Prospectusyou should consult an authorised financial adviser.

KINGDOM OF SAUDI ARABIA NOTICE

This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such personsas are permitted under the Offers of Securities Regulations issued by the Capital MarketAuthority of the Kingdom of Saudi Arabia (the Capital Market Authority).

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The Capital Market Authority does not make any representations as to the accuracy orcompleteness of this Prospectus, and expressly disclaims any liability whatsoever for any lossarising from, or incurred in reliance upon, any part of this Prospectus. Prospective purchasersof Notes issued under the Programme should conduct their own due diligence on the accuracy ofthe information relating to the Notes. If a prospective purchaser does not understand thecontents of this Prospectus he or she should consult an authorised financial adviser.

NOTICE TO STATE OF QATAR RESIDENTS

This Prospectus is not intended to constitute an offer or other invitation in respect of the sale ordelivery of debt instruments or other securities under the laws of the State of Qatar includingthe rules and regulations of the Qatar Financial Centre Authority (QFCA), the Qatar FinancialCentre Regulatory Authority (QFCRA) or under the Commercial Companies Law No. (11) of2015 (as amended). The Notes have not been and will not be listed on the Qatar Exchange andare not subject to the rules and regulations of the Qatar Exchange, the Qatar Financial MarketsAuthority (QFMA); the QCB; the QFCA or the QFCRA, or any laws of the State of Qatar.

This Prospectus has not been and will not be lodged or registered with, or reviewed or approvedby the QFCA, the QFCRA, the QCB or the QFMA or authorised or licensed for distribution inthe State of Qatar.

No transaction will be concluded in the jurisdiction of the State of Qatar (including thejurisdiction of the Qatar Financial Centre).

NOTICE TO CAYMAN ISLANDS RESIDENTS

No invitation, whether directly or indirectly, may be made to any member of the public of theCayman Islands to subscribe for the Notes and this Prospectus shall not be construed as aninvitation to any member of the public of the Cayman Islands to subscribe for the Notes.

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CONTENTS

Page

Overview of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Applicable Final Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

Capitalisation and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

Description of Doha Finance Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

Description of Doha Bank Q.S.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142

Qatari Banking Industry and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159

Overview of Qatar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

Clearing and Settlement Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190

STABILISATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as theStabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in theapplicable Final Terms (or the Pricing Supplement, in the case of Exempt Notes) may over-allotNotes or effect transactions with a view to supporting the market price of the Notes at a levelhigher than that which might otherwise prevail. However, stabilisation may not necessarilyoccur. Any stabilisation action may begin on or after the date on which adequate publicdisclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, maycease at any time, but it must end no later than the earlier of 30 days after the issue date of therelevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche ofNotes. Any stabilisation action or over-allotment must be conducted by the relevant StabilisationManager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with allapplicable laws and rules. Any such stabilisation action may only be conducted outside Australiaand/or through a market operated outside Australia.

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OVERVIEW OF THE PROGRAMME

The following overview does not purport to be complete and is taken from, and is qualified in itsentirety by, the remainder of this Prospectus and, in relation to the terms and conditions of anyparticular Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, theapplicable Pricing Supplement). The relevant Issuer, the Guarantor (in the case of GuaranteedNotes) and any relevant Dealer may agree that Notes shall be issued in a form other than thatcontemplated in the Terms and Conditions, in which event, in the case of Notes other than ExemptNotes and if appropriate, a new Prospectus or supplement to the Prospectus will be published.

This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3)of Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC (the ProspectusRegulation).

Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” shallhave the same meanings in this Overview.

Issuers: Doha Finance LimitedDoha Bank Q.S.C.

Guarantor (in respect of Notesissued by Doha FinanceLimited):

Doha Bank Q.S.C.

Risk Factors: There are certain factors that may affect the relevant Issuer’sability to fulfil its obligations under Notes issued under theProgramme. There are also certain factors that may affect theGuarantor’s ability to fulfil its obligations under theGuarantee. In addition, there are certain factors which arematerial for the purpose of assessing the market risksassociated with Notes issued under the Programme and risksrelating to the structure of a particular Series of Notes andcertain market risks issued under the Programme. All of theseare set out under “Risk Factors”.

Description: Euro Medium Term Note Programme

Arrangers: Australia and New Zealand Banking Group LimitedING N.V.J.P. Morgan Securities plc (in respect of Notes other thanAMTNs)

Dealers: Australia and New Zealand Banking Group LimitedING N.V.J.P. Morgan Securities plc (in respect of Notes other thanAMTNs)

and any other Dealers appointed in accordance with theProgramme Agreement.

Certain Restrictions: Each issue of Notes denominated in a currency in respect ofwhich particular laws, guidelines, regulations, restrictions orreporting requirements apply will only be issued incircumstances which comply with such laws, guidelines,regulations, restrictions or reporting requirements from timeto time (see “Subscription and Sale”) including the followingrestrictions applicable at the date of this Prospectus.

Notes having a maturity of less than one year

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Notes having a maturity of less than one year will, if theproceeds of the issue are accepted in the United Kingdom,constitute deposits for the purposes of the prohibition onaccepting deposits contained in section 19 of the FinancialServices and Markets Act 2000 (FSMA) unless they areissued to a limited class of professional investors and have adenomination of at least £100,000 or its equivalent, see“Subscription and Sale”.

Issuing and Principal PayingAgent:

Citibank, N.A., London Branch

Registrar: Citigroup Global Markets Deutschland AG

Programme Size: Up to U.S.$2,000,000,000 (or its equivalent in othercurrencies calculated as described in the ProgrammeAgreement) outstanding at any time. The Issuers and theGuarantor may increase the amount of the Programme inaccordance with the terms of the Programme Agreement.

Distribution: Notes may be distributed by way of private or publicplacement and in each case on a syndicated or non-syndicatedbasis.

Currencies: Subject to any applicable legal or regulatory restrictions,notes may be denominated in euro, Sterling, U.S. dollars, yenand any other currency agreed between the relevant Issuer, theGuarantor (in the case of Guaranteed Notes) and the relevantDealer.

Maturities: The Notes will have such maturities as may be agreedbetween the relevant Issuer and the relevant Dealer, subject tosuch minimum or maximum maturities as may be allowed orrequired from time to time by the relevant central bank (orequivalent body) or any laws or regulations applicable to therelevant Issuer, the Guarantor (in the case of GuaranteedNotes) or the relevant Specified Currency.

Issue Price: Notes may be issued on a fully-paid or, in the case of ExemptNotes, a partly-paid basis and at an issue price which is at paror at a discount to, or premium over, par.

Form of Notes: The Notes will be issued in bearer or registered form asdescribed in “Form of the Notes” other than AMTNs.Registered Notes will not be exchangeable for Bearer Notesand vice versa. AMTNs will be issued in registeredcertificated form and will take the form of entries on aregister established and maintained by a registrar in Australiaand may be lodged with the clearing system operated byAustraclear (the Austraclear System). Each Tranche ofAMTNs will be represented by an AMTN Certificate. AMTNslodged with the Austraclear System will be registered in thename of Austraclear.

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Fixed Rate Notes: Fixed interest will be payable on such date or dates as may beagreed between the relevant Issuer and the relevant Dealerand on redemption and will be calculated on the basis of suchDay Count Fraction as may be agreed between the relevantIssuer and the relevant Dealer.

Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined:

(i) on the same basis as the floating rate under a notionalinterest rate swap transaction in the relevant SpecifiedCurrency governed by an agreement incorporating the2006 ISDA Definitions (as published by theInternational Swaps and Derivatives Association, Inc.,and as amended and updated as at the Issue Date of thefirst Tranche of the Notes of the relevant Series); or

(ii) on the basis of a reference rate appearing on the agreedscreen page of a commercial quotation service; or

(iii) on such other basis as may be agreed between therelevant Issuer and the relevant Dealer.

The margin (if any) relating to such floating rate will beagreed between the relevant Issuer and the relevant Dealer foreach Series of Floating Rate Notes.

Other provisions in relation toFloating Rate Notes and IndexLinked Interest Notes:

Floating Rate Notes and Index Linked Interest Notes may alsohave a maximum interest rate, a minimum interest rate orboth.

Interest on Floating Rate Notes and Index Linked InterestNotes in respect of each Interest Period, as agreed prior toissue by the relevant Issuer and the relevant Dealer, will bepayable on such Interest Payment Dates, and will becalculated on the basis of such Day Count Fraction, as may beagreed between the relevant Issuer and the relevant Dealer.

Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount totheir nominal amount and will not bear interest.

Exempt Notes: Each Issuer may issue Exempt Notes which are Index LinkedNotes, Dual Currency Notes, Partly Paid Notes or Notesredeemable in one or more instalments.

Index Linked Notes: Payments of principal in respect ofIndex Linked Redemption Notes or of interest in respect ofIndex Linked Interest Notes will be calculated by reference tosuch index and/or formula or to changes in the prices ofsecurities or commodities or to such other factors as therelevant Issuer and the relevant Dealer may agree.

Dual Currency Notes: Payments (whether in respect ofprincipal or interest and whether at maturity or otherwise) inrespect of Dual Currency Notes will be made in suchcurrencies, and based on such rates of exchange, as the Issuerand the relevant Dealer may agree.

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Partly Paid Notes: The relevant Issuer may issue Notes inrespect of which the issue price is paid in separate instalmentsin such amounts and on such dates as the Issuer and therelevant Dealer may agree.

Notes redeemable in one or more instalments: The relevantIssuer may issue Notes which may be redeemed in separateinstalments in such amounts and on such dates as the relevantIssuer and the relevant Dealer may agree.

The relevant Issuer may agree with any Dealer that ExemptNotes may be issued in a form not contemplated by the Termsand Conditions of the Notes, in which event the relevantprovisions will be included in the applicable PricingSupplement.

Redemption: The applicable Final Terms (or, in the case of Exempt Notes,the applicable Pricing Supplement) will indicate either thatthe relevant Notes cannot be redeemed prior to their statedmaturity (other than in the case of Exempt Notes in specifiedinstalments, if applicable, or for taxation reasons or followingan Event of Default) or that such Notes will be redeemable atthe option of the relevant Issuer and/or the Noteholders upongiving notice to the Noteholders or the relevant Issuer, as thecase may be, on a date or dates specified prior to such statedmaturity and at a price or prices and on such other terms asmay be agreed between the relevant Issuer, the Guarantor (inthe case of Guaranteed Notes) and the relevant Dealer.

The applicable Final Terms (or, in the case of Exempt Notes,the applicable Pricing Supplement) may provide that Notesmay be redeemable in two or more instalments of suchamounts and on such dates as are indicated in the applicableFinal Terms (or, in the case of Exempt Notes, the applicablePricing Supplement).

Subordinated Notes may not be redeemed prior to their statedmaturity without the prior approval of the Qatar Central Bank.

Notes having a maturity of less than one year may be subjectto restrictions on their denomination and distribution, see“Certain Restrictions — Notes having a maturity of less thanone year” above.

Denomination of Notes: The Notes will be issued in such denominations as may beagreed between the relevant Issuer, the Guarantor (in the caseof Guaranteed Notes) and the relevant Dealer save that theminimum denomination of each Note will be such amount asmay be allowed or required from time to time by the relevantcentral bank (or equivalent body) or any laws or regulationsapplicable to the relevant Specified Currency, see “CertainRestrictions — Notes having a maturity of less than one year”above, and save that the minimum denomination of each Note(other than an Exempt Note) will be C= 100,000 (or, if theNotes are denominated in a currency other than euro, theequivalent amount in such currency).

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Notes issued in, or into, Australia may be issued in suchdenominations as may be agreed save that:

(i) the aggregate consideration payable to the Issuer byeach offeree is at least A$500,000 (or the equivalent inanother currency and disregarding monies lent by theIssuer or its associates to the purchaser) or the issueresults from an offer or invitation for those Notes whichotherwise does not require disclosure to investors underPart 6D.2 or Chapter 7 of the Corporations Act 2001 ofAustralia; and

(ii) the issue complies with all other applicable laws.

Taxation: All payments in respect of the Notes will be made withoutdeduction for or on account of withholding taxes imposed byany Tax Jurisdiction as provided in Condition 8. In the eventthat any such deduction is made, the relevant Issuer or, as thecase may be, the Guarantor (in the case of Guaranteed Notes)will, save in certain limited circumstances provided inCondition 8, be required to pay additional amounts to coverthe amounts so deducted.

Negative Pledge: The terms of the Senior Notes will contain a negative pledgeprovision as further described in Condition 4.

Cross Default: The terms of the Senior Notes will contain a cross defaultprovision as further described in Condition 10.1.

Status of the Senior Notes: The Senior Notes will constitute direct, unconditional,unsubordinated and (subject to the provisions of Condition 4)unsecured obligations of the relevant Issuer and will rank paripassu among themselves and (save for certain obligationsrequired to be preferred by law) equally with all otherunsecured obligations (other than subordinated obligations, ifany) of the relevant Issuer, from time to time outstanding.

Status of the Guarantee in respectof Senior Notes issued by DohaFinance:

The obligations of the Guarantor under the Guarantee inrespect of Senior Notes issued by Doha Finance willconstitute direct, unconditional, unsubordinated and (subjectto the provisions of Condition 4) unsecured obligations of theGuarantor and (save for certain obligations required to bepreferred by law) will rank equally with all other unsecuredobligations (other than subordinated obligations, if any) ofthe Guarantor from time to time outstanding.

Status and subordination of theSubordinated Notes:

The Subordinated Notes will constitute direct, conditional (asdescribed in Condition 3.3) and unsecured obligations of therelevant Issuer. Payments in respect of the SubordinatedNotes will be subordinated as described in Condition 3.3.

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Status of the Guarantee in respectof Subordinated Notes issuedby Doha Finance:

The obligations of the Guarantor under the Guarantee inrespect of Subordinated Notes issued by Doha Finance willconstitute direct, conditional (as described in Condition 3.4)and unsecured obligations of the Guarantor. Payments underthe Guarantee in respect of the Subordinated Notes issued byDoha Finance will be subordinated as described in Condition3.4.

Rating: The rating of certain Series of Notes to be issued under theProgramme may be specified in the applicable Final Terms.Whether or not each credit rating applied for in relation to therelevant Series of Notes will be issued by a credit ratingagency established in the European Union and registeredunder the CRA Regulation will be disclosed in the applicableFinal Terms (or applicable Pricing Supplement, in the case ofExempt Notes) and will not necessarily be the same as theratings assigned to the Programme or the relevant Issuer. Asecurity rating is not a recommendation to buy, sell or holdsecurities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agency.

Listing and Admission toTrading:

Application has been made for Notes issued under theProgramme to be listed on the London Stock Exchange forsuch Notes to be admitted to trading on the London StockExchange.

Notes may be listed or admitted to trading, as the case may be,on other or further stock exchanges or markets as may beagreed between the relevant Issuer, the Guarantor (in the caseof Guaranteed Notes) and the relevant Dealer in relation tothe Series. Notes which are neither listed nor admitted totrading on any market may also be issued.

The applicable Final Terms (or applicable PricingSupplement, in the case of Exempt Notes) will state whetheror not the relevant Notes are to be listed and/or admitted totrading and, if so, on which stock exchanges and/or markets.

Governing Law: The Notes (other than AMTNs) and the Guarantee and anynon-contractual obligations arising out of or in connectionwith the Notes and the Guarantee will be governed by, andshall be construed in accordance with, English law. AMTNswill be governed by the laws of New South Wales, Australia.

Selling Restrictions: There are restrictions on the offer, sale and transfer of theNotes in the United States, the EEA (including the UnitedKingdom), the Cayman Islands, the State of Qatar, Japan, theKingdom of Saudi Arabia, the Kingdom of Bahrain, DubaiInternational Financial Centre, the United Arab Emirates,Hong Kong, Singapore and Australia and such otherrestrictions as may be required in connection with the offeringand sale of a particular Tranche of Notes, see “Subscriptionand Sale”.

United States SellingRestrictions:

Regulation S, Category 2. TEFRA C or D/TEFRA notapplicable, as specified in the applicable Final Terms (orapplicable Pricing Supplement, in the case of Exempt Notes).

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RISK FACTORS

Prospective investors should note that the risks relating to the Issuers, the industry in which theyoperate and the Notes summarised in the section of this Prospectus headed “Overview of theProgramme” are the risks that each of the Issuers believes to be the most essential to an assessmentby a prospective investor of whether to consider an investment in the Notes. However, as the riskswhich the Issuers face relate to events and depend on circumstances that may or may not occur in thefuture, prospective investors should consider all the information contained in this Prospectus and inparticular, the risks and uncertainties described below.

In purchasing Notes, investors assume the risk that Doha Finance and/or the Bank may becomeinsolvent or otherwise be unable to make all payments due in respect of the Notes or under theGuarantee. Investors are advised to make, and will be deemed by Doha Finance, the Bank and theDealers to have made, their own investigations in relation to such factors before making anyinvestment decisions in relation to the Notes. There is a wide range of factors which individually ortogether could result in Doha Finance and/or the Bank becoming unable to make all payments due. Itis not possible to identify all such factors or to determine which factors are most likely to occur, asDoha Finance and the Bank may not be aware of all relevant factors and certain factors which theycurrently deem not to be material may become material as a result of the occurrence of events outsideof Doha Finance’s and the Bank’s control. Doha Finance and the Bank have identified in thisProspectus a number of factors which could materially adversely affect the Bank’s business and itsability to make payments due.

In addition, factors which are material for the purpose of assessing the market risks associated withNotes issued under the Programme are also described below. Prospective investors should also readthe detailed information set out elsewhere in this Prospectus and reach their own views prior tomaking any investment decision.

Risk Factors Related to the Bank

The Bank’s business, financial condition and results of operations are materially affected byconditions in the global financial markets and by global economic conditions

A slowdown in the global economy has resulted in turbulent capital and credit markets in recent years.These conditions have led to a material reduction in the availability of financing in Qatar and the GulfCooperation Council (GCC) region, both for financial institutions and their customers, compellingmany financial institutions to rely on central banks and governments to provide liquidity and, in somecases, additional capital during this period. In particular, the major decline in oil prices, which hascontinued since 2011, has had a significant impact across most sectors in Qatar and the GCC regionand the referendum passed on 23 June 2016 for the United Kingdom to leave the European Union mayenhance market volatility. Liquidity in the Qatari banking sector has also tightened due to increasedlending and declining customer deposits as well as Government deposits.

Changes in interest rates and/or widening credit spreads have created a less favourable environmentfor certain of the Bank’s businesses and have led to a decrease in the demand for certain loans andother products and services offered by the Group. In addition, fluctuations in interest rates and creditspreads have affected the fair value of the Bank’s financial instruments. See “ — Market fluctuationsand volatility may adversely affect the value of the Bank’s positions in certain securities and make itmore difficult to assess the fair value of certain of its assets” below. These unfavourable economicconditions have contributed to higher credit losses and have reduced the availability of credit tofinancial institutions, including the Bank, and other corporations in the GCC region. If these levelsof market disruption and volatility continue, the Bank may experience further reductions in businessactivity, increased funding costs and funding pressures, decreased asset values, additional creditlosses, write-downs and impairment charges and lower profitability. The Bank’s flexibility in planningfor, or reacting to, changes in its operations and in the financial industry generally have beennegatively affected and may continue to be negatively affected. The Bank’s performance may also be

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affected by future recovery rates on assets and the historical assumptions underlying asset recoveryrates, which may no longer be accurate given recent market conditions. Accordingly, as a result of theforegoing, the Bank’s business, prospects, financial condition, cash flow and results of operations maycontinue to be adversely affected by conditions in the global economy and financial markets.

The Bank may be affected by instability in the Middle East and the North Africa region

The recent unrest seen across the Middle East has increased geopolitical risk. In particular, countrieswithin the Middle East and North Africa (MENA) region have experienced heightened levels ofpolitical instability, civil unrest and violence since 2011 that has resulted in the resignation of nationalleaders such as Muhammad Hosni Sayyid Mubarak (formerly the president of Egypt) and Zineal-Abidine Ben Ali (formerly the president of Tunisia); armed conflict throughout Libya, culminatingin the death of Colonel Muammar Gaddafi and the formation of a new government; armed conflict inSyria; armed conflict in Yemen; armed conflict in Iraq; and varying levels of public protests (some ofwhich have been violent) in Algeria, Bahrain, Egypt, Kuwait, Iraq, Jordan, Oman, Saudi Arabia, Syria,Tunisia and Yemen. There can be no assurance that such political instability in the MENA region willnot escalate in the future, affect stable countries such as Qatar or spread to additional countries in theMENA region. There can be no assurance that any further violent activities will not occur or that thegovernments of the MENA region will be successful in maintaining domestic order and stability,which may adversely affect the Bank’s business, prospects, financial condition, cash flow and resultsof operations. Such unrest may result in credit becoming more expensive for certain countries in theregion.

Slower economic growth in the countries where the Group operates could adversely impact the Bank

The growth in the Bank’s assets and loan portfolio over the past several years is due in large part tothe rapid growth of the Qatar economy and the economies of the GCC countries where the Bankoperates, although GCC economic growth has slowed since 2014 due to global economic conditionsand declining oil prices. The economies of Qatar and the GCC countries are dependent on oil and gasand related industries, as well as the prices and quantities of these commodities, and oil prices haveexperienced a major decline since 2011. The Bank’s financial performance has remained and willremain closely linked to the rate of economic growth of Qatar and the other GCC countries in whichthe Group operates. Any deterioration in economic conditions in Qatar or the GCC due to furtherdeterioration in oil and gas prices or related industries or due to other factors, could materiallyadversely affect the Bank’s business, prospects, financial condition, cash flow and results ofoperations as well as those of many of the Bank’s borrowers and contractual counterparties.

The Bank’s business may be adversely affected by economic conditions in Qatar

The Government has relied upon revenues from oil to finance its economic development andinfrastructure projects. If current economic conditions cause delays in key projects as a result of thedecrease in the availability of credit, the Government may need to draw on its sovereign wealth fundin order to finance these projects. Moreover, the Qatari economy is highly dependent upon its oil andgas revenue. The markets for petroleum products have been volatile and are likely to remain so in thefuture. A continued price deterioration or high volatility in international prices for oil and gas productsin the future could adversely affect the Government’s development strategy or its ability to continueboth to finance internal development projects and to provide liquidity and support to its commercialbanking and real estate sectors. As long as these conditions persist, the Bank’s business, prospects,financial condition, cash flow and results of operations are likely to be adversely affected.

The Bank’s financial condition and operating results could be affected by market risks

The Bank’s financial condition and operating results could be affected by market risks that are outsidethe Bank’s control, including, without limitation, volatility in interest rates, prices of securities andcurrency exchange rates.

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Fluctuations in interest rates could adversely affect the Bank’s operations and financial condition ina number of different ways. Interest rate risk arises from the possibility that changes in interest rateswill affect the value of the Bank’s financial instruments or cash flows. The Bank is exposed to interestrate risk as a result of mismatches or gaps in the amounts of assets and liabilities and off balance sheetinstruments that mature or re-price in a given period. The Bank measures and manages interest raterisk by establishing levels of interest rate risk by setting limits on the interest rate gaps for stipulatedperiods and matching the re-pricing of assets and liabilities through acceptable risk tolerance andlimits, which are incorporated into its risk management strategies including the use of variousoff-balance sheet instruments, primarily interest rate swaps. An increase in interest rates generallymay decrease the value of the Bank’s fixed rate loans and raise the Bank’s funding costs and generallydecrease the value of fixed rate debt securities in the Bank’s securities portfolio. Volatility in interestrates may result in a re-pricing gap between the Bank’s interest-rate sensitive assets and liabilities. Asthe Bank’s retail loan portfolio re-prices in line with changes in the QCB’s repo rate, a decrease inthe QCB’s repo rate may result in a compression of the Bank’s net interest margin. As a result, theBank may incur additional costs. Interest rates are sensitive to many factors beyond the Bank’scontrol, including the policies of central banks, such as the QCB and the U.S. Federal Reserve Group,political factors and domestic and international economic conditions.

Due to current fixed-rate pegging of the Qatari riyal to the U.S. dollar, interest rates in Qatar tend tofollow the interest rates in the United States, but this is not always the case. A de-pegging of the Qataririyal or various other GCC currencies from the U.S. dollar is another market risk to which the Bankis exposed and the Bank’s operations could be negatively impacted if Qatar (or any GCC countrywhere the Group operates) should de-peg its currency. Ultimately, there can be no assurance that theBank will be able to protect itself from any adverse effects of a currency revaluation or future interestrate fluctuations or any de-pegging from the U.S. dollar, all of which could adversely affect the Bank’sbusiness, prospects, financial condition, cash flow and results of operations.

The Bank’s financial condition and operating results may also be affected by changes in market valueof the Bank’s securities portfolio. The Bank’s income from securities operations depends on numerousfactors beyond its control, such as overall market trading activity, interest rate levels, fluctuations incurrency exchange rates and general market volatility. Although the Bank has risk managementprocesses that review and monitor the market risk aspects of investment proposals and investmentportfolios, including overall structure and investment limits, market price fluctuations may stilladversely affect the value of the Bank’s securities portfolio.

The Bank also engages in foreign currency transactions and maintains open currency positions inrelation to the Qatari riyal and U.S. dollar, which give rise to currency risks. Although the Bank’sforeign currency related risks are controlled by the Bank’s market risk and structural risk managementpolicies, future changes in currency exchange rates (including de-pegging of currencies to the U.S.dollar) may adversely affect the Bank’s business, prospects, financial condition, cash flow and resultsof operations.

The Bank is subject to the risk that liquidity may not be available or may only be available onunfavourable terms; this risk is increased by current market conditions

Liquidity risk is the risk that the Bank will be unable to meet its obligations, including fundingcommitments, as they fall due. Liquidity risk could arise from the Bank’s inability to anticipate andprovide for unforeseen decreases or changes in funding sources. This risk is inherent in bankingoperations and can be heightened by a number of enterprise-specific factors, including over-relianceon a particular source of funding, changes in credit ratings or market-wide phenomena such as marketdislocation and major disasters. A substantial portion of the Bank’s deposits are retail current, savingsand fixed term deposits which, though payable on demand or at short notice, have traditionally formedpart of a stable deposit base and a core source of funding. The Bank also relies on funding frominterbank borrowings and QCB deposits and is therefore exposed to any significant lack of availabilityof interbank funding and volatility in the interbank market, which might occur for reasons beyond itscontrol.

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Due to local market conditions, including lower oil prices, deposit withdrawal by sovereign wealthfunds, local currency issuances by regional central banks as well as external factors such as hike inU.S. treasury rate, withdrawal of the United Kingdom from the European Union, the Eurozonesovereign debt crisis and slowdown in China’s growth, which altogether resulted in less liquidity inthe market and funding has become more difficult to obtain and is subject to less favourable terms.Due to unfavourable market conditions, the Bank’s access to sources of liquidity such as debt marketsand asset sales may be restricted or be available at higher cost. In addition, funding from wholesalesources, which sometimes tends to be more expensive, currently forms a greater portion of the Bank’sfunding than in the past.

The availability to the Bank of any additional financing it may need will depend on a variety offactors, such as market conditions, the availability of credit generally and to borrowers in the financialservices industry specifically, and the Bank’s financial condition, credit ratings and credit capacity, aswell as the possibility that customers or lenders could develop a negative perception of the Bank’sfinancial prospects if, for example, the Bank incurs large losses, experiences significant depositoutflows or if the level of the Bank’s business activity decreases. In particular, the Bank’s access tofunds may be impaired if regulatory authorities or rating agencies impose additional regulatory capitalrequirements or downgrade the Bank’s debt ratings.

The Bank may be particularly vulnerable to liquidity risk due to its increased exposure to maturitymismatches, with 78.84 per cent. and 76.98 per cent. of its liabilities having a maturity of less thanthree months as at 30 June 2016 and 31 December 2015, respectively, and 54.70 per cent. and 54.25per cent. of its assets having a maturity of more than one year as at 30 June 2016 and 31 December2015, respectively. While the Bank has sought longer term funding to mitigate this risk, there is a riskthat it will not be able to access funding markets in a timely and cost effective manner or at all. Asat 30 June 2016 and 31 December 2015, the Bank’s credit ratio was 88.19 per cent. and 89.11 per cent.,respectively, and its liquidity ratio was 110.50 per cent. and 110.33 per cent., respectively (credit ratioand liquidity ratio are each as defined in the QCB’s Instructions to Banks dated September 2013) (theQCB Instructions).

If the Bank is unable to meet its liquidity needs, through deposits or interbank markets and is unableto refinance its outstanding indebtedness, this could adversely impact its business, prospects, financialcondition, cash flow and results of operations.

The Bank is exposed to legal and operational risk

Legal risk is the risk of losses occurring due to legal or regulatory action that invalidates or otherwiseprecludes performance by the Bank or its counterparty under the terms of its contractual agreements.The Bank seeks to mitigate this risk through the use of properly reviewed standardised documentationand appropriate legal advice in relation to its non-standard documentation.

Operational risk and losses can result from fraud, errors by employees, failure to documenttransactions properly or to obtain proper internal authorisation, failure to comply with regulatoryrequirements and conduct of business rules, systems and equipment failures, natural disasters or thefailure of external systems (for example, those of the Bank’s counterparties or vendors). The Bank hasimplemented risk controls and loss mitigation strategies, and substantial resources are devoted todeveloping efficient procedures and to staff training, but it is not possible to eliminate each of thepotential operational risks the Bank faces. Losses from the failure of the Bank’s system of internalcontrols could adversely impact the Bank’s business, prospects, financial condition, cash flow andresults of operations.

Notwithstanding anything in this risk factor, this risk factor should not be taken as implying that eitherDoha Finance or the Bank will be unable to comply with its obligations as a company with securitiesadmitted to the Official List.

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The Bank’s historical consolidated financial condition and results of operations may not beindicative of the Bank’s future financial condition and results of operations

The Bank’s historical consolidated financial condition and results of operations may not be indicativeof the Bank’s future financial condition and results of operations. There can be no assurance of theBank’s continued profitability or increase in net assets in future periods.

The Bank could be negatively affected by the soundness or the perceived soundness of otherfinancial institutions and counterparties, which could result in significant systemic liquidityproblems, losses or defaults

Against the backdrop of constraints on liquidity and sometimes high cost of funds in the interbanklending market, the Bank is subject to the risk of deterioration of the commercial and financialsoundness, or perceived soundness, of other financial services institutions. Within the financialservices industry the default of any one institution could lead to defaults by other institutions.Concerns about, or a default by, one institution could lead to significant liquidity problems, losses ordefaults by other institutions, because the commercial and financial soundness of many financialinstitutions may be closely related as a result of their credit, trading, clearing or other relationships.Even the perceived lack of creditworthiness of, or questions about, a counterparty may lead tomarket-wide liquidity problems and losses or defaults by the Bank or by other institutions. This riskis sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such asclearing agencies, clearing houses, banks, securities firms and exchanges with whom the Bankinteracts on a daily basis. Systemic risk could adversely affect the Bank’s ability to raise new fundingand its business, prospects, financial condition, cash flow and results of operations.

The Bank may be subject to increased requirements or standards due to new governmental orregulatory requirements and changes in perceived levels of adequate capitalisation, and may alsoneed additional capital in the future due to worsening economic conditions, which capital may bedifficult to obtain

Due to the prevailing global financial market turbulence, financial institutions have experiencedreduced liquidity levels, increasing loan losses and impairment of asset quality and may continue toexperience this in the future.

In January 2014, QCB issued new Basel III guideline on calculation of a minimum capital adequacyratio requirement. Basel III has introduced tighter capital norms for the banks across the world. QCBupon implementation of Basel III regulations have instructed all the banks and domestically systemicimportant banks (DSIB) to strengthen their capital base by introducing various buffers and capitalcharges such as capital conservation buffers and DSIB charges. As part of implementation of Pillar Iof Basel III, QCB has recently issued a circular on countercyclical buffer and will specify from timeto time, the need to add a countercyclical buffer and will also specify the percentage of this buffer.At the moment QCB does not require calculation of any additional countercyclical buffer. Besides,QCB requires banks to follow internal capital adequacy assessment process which involves evaluatingall material risks inherent in its business portfolio such as assessment credit concentration risk,interest rate risk in banking book, liquidity risk, country risk, residual risk, reputational risk, andstrategic risk and to set aside capital for meeting such risks.

Similarly, for computation of liquidity coverage ratio, leverage ratio and net stable funding ratio, QCBhas issued guidelines in January 2014, July 2014 and March 2015, respectively.

The Bank may also need additional capital in the future due to counter cyclical buffer and also in theevent that it experiences unexpected losses in its operations or declines in asset quality or due tohigher than expected risk-weighted asset growth. Increased regulations, changes in laws andregulations and the manner in which they are interpreted or enforced may adversely affect the Bank’sbusiness, results of operations and financial condition.

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Additional capital, whether in the form of financing arrangements, or additional equity, may not beavailable on attractive terms, or at all. Further, any such development may require the Bank to changehow it conducts its business, including by reducing the risk and leverage of certain activities, orotherwise have a negative impact on its business, the products and services it offers and the value ofits assets. If the Bank cannot obtain adequate funds to satisfy its capital requirements throughfinancing arrangements any additional funds obtained through share capital increases may dilute theownership percentage held by current shareholders. The Bank may become subject to mandatoryguidelines and direct monitoring by the QCB should it fail to strengthen its capital position.

There can be no assurance that any of these alternative methods of raising capital would be successfulin increasing the Bank’s capital ratios sufficiently or within the timetable required. If the Bank isunable to increase its capital ratios sufficiently, its credit ratings may drop, its cost of funding mayincrease, and its share price may decline.

Recent market conditions have increased the risk of loans being impaired, and loan losses areincreasing

The Group is exposed to the risk that borrowers may not repay their loans according to theircontractual terms and that the collateral securing the payment of these loans may be insufficient. TheBank continuously reviews and analyses its loan portfolio and credit risks. The Bank’s allowance forlosses on loans is based on, among other things, its analysis of current and historical delinquency ratesand loan management and the valuation of the underlying assets, as well as numerous othermanagement assumptions. These internal analyses and assumptions may give rise to inaccuratepredictions of credit performance in the current economic environment particularly because, prior to2008, the Bank was operating in a less volatile credit environment with historically low loan losses.Due to worsening economic conditions in recent years, the Bank has experienced an increase in pastdue loans as well as an increase of impaired loans and in provisions for potential credit losses in itsloan books. A material increase in loan losses would adversely affect the Bank’s financial conditionand results of operations. The ratio of the Bank’s gross non-performing loans to gross loans increasedfrom 3.01 per cent. as at 31 December 2013 to 3.10 per cent. as at 31 December 2014, and increasedto 3.26 per cent. as at 31 December 2015 and decreased to 2.89 per cent. as at 30 June 2016. Thedecrease in the non-performing loans figure over the six months ended 30 June 2016 was largely dueto upgrade and write-offs of some fully-provided non-performing loans.

The Bank is exposed to credit risk and the Bank’s credit exposure and risk profile has increased dueto the growth and diversification of the Bank’s loan portfolio, particularly the expansion of its retaillending portfolio

Risks arising from adverse changes in the credit quality and recoverability of loans, securities andamounts due from counterparties are inherent in a wide range of the Bank’s businesses, principally inits lending and investment activities. Credit risks could arise from a deterioration in the credit qualityof specific borrowers, issuers and counterparties of the Bank, or from a general further deteriorationin local or global economic conditions, or from systemic risks within these financial systems, whichcould affect the recoverability and value of the Bank’s assets and require an increase in the Bank’sprovisions for the impairment of loans, securities and other credit exposures.

The Bank’s loans and advances, net of allowances and provisions, have increased in recent years andconsequently, this expansion of the Bank’s loan portfolio has increased the Bank’s credit exposure. Inaddition, the Bank’s strategy of further diversifying its customer base, including through increasedlending to small and medium sized corporate clients and retail customers, may also increase the creditrisk exposure in its loan portfolio. Failure to manage growth and development successfully and tomaintain the quality of its assets could have an adverse effect on the Bank’s business, financialcondition, results of operations or prospects.

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In March 2011, the QCB launched the operational central credit bureau (the Credit Bureau) in Qatar.The Credit Bureau collates information about customers based in Qatar and their credit history. TheCredit Bureau is intended to help support the sustainable growth of credit in Qatar, relying oncustomer data and risk-based methodologies. The Credit Bureau also provides QCB and the bankingsector with analytical data to support the implementation of advanced techniques in risk managementas outlined in the Basel II accord. This is intended to help to reduce the risk of higher loan loss.However, there can be no assurance that this will be able to reduce the risk of loan loss provisioning.

Given the lack of operational history, there can be no assurance that the Credit Bureau will supportthe Bank’s assessment of the overall debt level and creditworthiness of credit applicants. As theavailability of accurate and comprehensive financial and general credit information on individuals andsmall businesses in Qatar and the region is limited, it is likely to be more difficult for the Bank toaccurately assess the credit risk associated with such lending.

Therefore, the Bank may not be fully aware of the other credit obligations to which its retail customersare subject, and could be exposed to retail credit risks which it may not be able to accurately assessand provide for. These factors may result in the Bank facing credit delinquencies in its loan portfolio.While the Bank has policies to deal with non-performing loans, there can be no assurance that thesepolicies will result in full or partial recovery of its non-performing loans.

In addition, the Bank has provided interbank loans, including placements (in a total amount of QAR2,025.01 million and QAR 2,886.29 million (U.S.$556.09 million and U.S $792.61 million) as at 30June 2016 and 31 December 2015, respectively) in countries which are considered to be riskieroperating environments than Qatar, including India, Turkey, Sri Lanka and Bahrain. The Bank hasbegun phasing out its exposure to Turkey, which is planned to be significantly reduced by end of 2016.

The Bank’s failure to maintain growth of its loan portfolio while maintaining the quality of its assetsthrough effective risk management policies could lead to higher loan loss provisioning and result inhigher levels of defaults and write-offs, which in turn could adversely affect the Bank’s business,prospects, financial condition, cash flow and results of operations.

Concentration of lending base and deposit base

As at 30 June 2016, the Bank’s 20 largest borrowers accounted for 39.99 per cent. of the Bank’s netloan portfolio. Although the Bank intends to work to diversify its loan portfolio, there can be noassurance that it will be able to attract a more diverse customer base, and a failure to achieve this orany default by one or more of these borrowers could adversely affect the Bank’s business, prospects,financial condition, cash flows or results of operations.

As at 30 June 2016, the Bank’s top 20 depositors accounted for 44.75 per cent. of total deposits.Although the Bank’s deposit base has increased over the past five years, and it considers its depositbase to be stable, the Bank remains exposed to decreases in its deposit base in the future. If asignificant portion of the Bank’s depositors withdraw or do not renew their term deposits on maturity,the Bank may be required to use other sources of funding which could be more expensive, which theBank may not be able to obtain on commercially reasonable terms, if at all. The majority of the Bank’sdepositors are persons or entities based in Qatar and the majority of deposits are denominated in Qataririyals. The majority of deposits come from the Bank’s wholesale customers.

Lack of geographical diversification

As at 30 June 2016, 89.13 per cent. of the Bank’s assets were located in Qatar. The lack ofgeographical diversity in the Bank’s loan portfolio may restrict the Bank’s consumer base andcompetitiveness vis-a-vis other financial institutions that compete against the Bank, which could, inturn, adversely affect the Bank’s business, prospects, financial condition, cash flows or results ofoperations.

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If the Bank expands its international operations, it will be exposed to additional risks, includingcertain regulatory risks, compliance risks, foreign currency exchange risk and the risk of failure tomarket itself adequately to potential customers in other countries, as well as the other business,financial and other risks inherent in banks. Any failure to manage such risks may cause the Bank toincur increased liabilities in respect of such operations, which could in turn adversely affect theBank’s business, prospects, financial condition, cash flow and results of operations. See “Descriptionof Doha Bank Q.S.C. — Selected Financial Information” for further information on deposit and loanconcentrations.

Market fluctuations and volatility may adversely affect the value of the Bank’s positions in certainsecurities and make it more difficult to assess the fair value of certain of its assets

Financial markets have been subject to significant stress conditions since late 2008, with steep fallsin perceived or actual asset values accompanied by a severe reduction in market liquidity. Theseevents have affected the prices of securities that the Bank holds. Market volatility and illiquidity maymake it difficult to value certain investment exposures. Fair market valuations of the Bank’s exposuresare subject to significant changes based on changing market conditions. Valuations in future periods,reflecting the then-prevailing market conditions, may result in significant changes in the fair value ofthe Bank’s exposures. In addition, the value ultimately realised by the Bank may be materiallydifferent from the current or estimated fair value. Any of these factors could require the Bank torecognise valuation losses or realise impairment charges, any of which may adversely affect itsbusiness, prospects, financial condition, cash flow and results of operations.

The Bank’s real estate portfolio amounted to 21.49 per cent. of its gross total credit portfolio or QAR12,326.92 million (U.S.$3,385.12 million) as at 30 June 2016 and 20.09 per cent. of its gross totalcredit portfolio or QAR 11,587.25 million as at 31 December 2015. In 2015 to 2016, residential andcommercial property prices experienced a decline in Qatar, as well as in the Bank’s other mainmarkets, such as the UAE, reflecting the slowdown in economic growth and uncertainty and reducedcredit availability. The construction sector has also experienced a slowdown due to these factors. Theprices of commercial and residential property may decrease further, and the Bank is subject to the riskthat the mortgage and commercial lending markets may contract further. Should these risksmaterialise, this could adversely affect the Bank’s business, prospects, financial condition, cash flowand results of operations.

The Bank is a regulated entity and changes to applicable laws or regulations or in the interpretationor enforcement of such laws or regulations or any failure by the Bank to comply with such laws orregulations could adversely affect the Bank

The Bank is subject to the laws, regulations, administrative actions and policies of Qatar and eachother jurisdiction in which it operates, and the Bank’s activities may be constrained by suchregulations. These regulations include Qatari laws and regulations (particularly those of the QCB, theQatar Financial Markets Authority (QFMA) and the QE), as well as the laws and regulations of theother countries in which the Bank operates. Changes in supervision and regulation (such as pursuantto Basel III), particularly in Qatar, could materially affect the Bank’s business, the products orservices offered, the value of its assets and its financial condition.

Additionally, the Government announced its intention to establish a single financial regulator in Qatar,which will regulate the banking, insurance and securities sectors, although these plans have beenpostponed by the Government for the foreseeable future. If implemented, the establishment of a singleregulator may change the way that current regulations are implemented or enforced.

The QCB does not always consult with industry participants prior to the introduction of newregulations, and the Bank cannot anticipate when a new regulation will be introduced. This creates arisk that the Bank’s profitability will be affected as a result of being unable to adequately prepare forregulatory changes introduced by the QCB. Furthermore, noncompliance with regulatory guidelinescould expose the Bank to potential liabilities and fines.

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Although the Bank works closely with its regulators and continually monitors its business with regard

to the regulatory regime in which it operates, future changes in regulation, fiscal or other policies

cannot be predicted and are beyond the Bank’s control, which could adversely affect the Bank’s

business, prospects, financial condition, cash flow and results of operations.

The Bank may not be able to manage its expansion strategy effectively, which could impact itsprofitability

The Bank cannot assure prospective investors that it will be able to manage its growth effectively.

Challenges that may result from strategic investments or acquisitions include the Bank’s ability to:

• finance strategic investments or acquisitions;

• fully integrate strategic investments, or newly-established entities or acquisitions in line with its

strategy;

• assess the value, strengths and weaknesses of investment or acquisition candidates;

• align its current information technology (IT) systems adequately with those of the Bank and the

Group;

• manage efficiently the operations and employees of expanding businesses;

• manage a growing number of entities without over-committing management or losing key

personnel;

• maintain its existing customer base; and

• apply its risk management policy effectively to an enlarged Group.

The Bank cannot ensure that it will be able to adequately address these concerns, which could prevent

the Bank from achieving its strategic objectives and could also adversely affect the Bank’s business,

prospects, financial condition, cash flow and results of operations.

Qatar has had a high rate of inflation which was caused, in part, by the failure of domestic realestate supply to meet levels of demand and a return of high rates of inflation in the future couldadversely affect the economy

Qatar has had a mix of inflation and deflation (measured by a movement in Qatar’s Consumer Price

Index as opposed to a core inflation measurement) recently with inflation of 1.8 per cent. in 2015

which was preceded by an inflation rate of 3.30 per cent. in 2014 and 3.10 per cent. in 2013. There

can be no guarantee that the Government or the QCB will be able to achieve or maintain price stability,

in the real estate market or otherwise, and thus control inflation. Additionally, the past deflationary

trend in the real estate market may not be sufficient to offset a further increase in core inflation.

Historically, inflation has increased staff and living expenses and any recurrence of higher levels of

inflation in the future is likely to increase such expenses further. High inflation could slow the ratio

of economic growth and consumer spending in Qatar. A continuing deflationary environment in Qatar

could also impact the Bank’s profitability by negatively affecting property values, which could have

a negative effect on the Bank’s real estate portfolio, if any. High rates of inflation or deflation could

adversely affect the Bank’s business growth and its profitability.

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Increasing competition may adversely affect the Bank’s results of operations

All sectors of the Qatari market for financial and banking services are highly competitive. In additionto the existing banks in Qatar, new banks are expected to continue to develop both in Qatar and withinQatar Financial Centre. The Bank competes with other banks and other financial institutions such asfinancial technology companies and insurance companies in various specific business lines in Qatar.Insurance companies, financial technology companies and other financial institutions are expandingtheir services into the traditional businesses of banks through continuous product and servicesinnovation and present a challenge to the Bank in terms of providing banking products and services.

In addition, International banks are increasing their presence in Qatar either directly or throughstrategic investments. These international banks may have certain competitive advantages over theBank, such as wider geographic coverage, broader range of products and services offerings, greaterfinancial resources and more advanced IT systems. The competitive nature and small size of the Qatarimarket may adversely impact the Bank’s business and may lead some of the Bank’s clients to startusing competitors instead, which could adversely affect the Bank’s business, prospects, financialcondition, cash flow and results of operations. See “Description of Doha Bank Q.S.C. — Competition”.

The Bank’s compliance systems might not be fully effective

The Bank is required to maintain compliance, audit and reporting systems and procedures in order tocomply with QCB regulations and legal requirements. The Bank cannot ensure that these systems andprocedures are fully effective and its maintenance of these systems is dependent on its ability to attractand retain personnel qualified to manage and monitor such systems and procedures. The Bank issubject to extensive oversight by regulatory authorities, including regular examination activity. Inaddition, the Bank performs regular internal audits and tests its compliance systems. In the case ofactual or alleged non-compliance with regulations, the Bank could be subject to investigations andjudicial or administrative proceedings that may result in substantial penalties or civil lawsuits,including by customers for damages, and any of these could adversely affect the Bank’s business,prospects, financial condition, cash flow and results of operations. Notwithstanding anything in thisrisk factor, this risk factor should not be taken as implying that either Doha Finance or the Bank willbe unable to comply with its obligations as a company with securities admitted to the Official List.

The Bank’s risk management policies and procedures may leave it exposed to unidentified orunanticipated risks

The Bank’s risk management strategies and internal controls may leave it exposed to unidentified orunanticipated risks. There can be no assurance that the Bank’s risk management and internal controlpolicies and procedures will adequately control, or protect the Bank against, all credit, liquidity,market and other risks. In addition, certain risks may not be accurately quantified by the Bank’s riskmanagement systems. Some of the Bank’s methods of managing risk are based upon the use ofhistorical market data which, as evidenced by events caused by the global financial crisis, may notalways accurately predict future risk exposures, which could be significantly greater than historicalmeasures indicate.

Other risk management methods depend upon evaluation of information regarding the markets inwhich the Bank operates, its clients or other matters that are publicly available or informationotherwise accessible to the Bank. This information may not be accurate, complete, up-to-date orproperly evaluated in all cases. Any material deficiency in the Bank’s risk management or otherinternal control policies or procedures may expose it to significant credit, liquidity, market oroperational risk, which may in turn adversely affect the Bank’s business, prospects, financialcondition, cash flow and results of operations. In addition, certain risks could be greater than theBank’s empirical data would otherwise indicate.

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The Bank’s ability to achieve its strategic objectives could be impaired if it is unable to maintainor obtain required licences, permits, approvals and consents

To carry out and expand its business, the Bank needs to maintain or obtain a variety of licences,

permits, approvals and consents from regulatory, legal, administrative, tax and other authorities and

agencies. The processes for obtaining these permits and approvals are often lengthy, complex,

unpredictable and costly. If the Bank is unable to maintain or obtain the relevant permits and

approvals, its ability to achieve its strategic objectives could be impaired, with a consequent negative

impact on the Bank’s business operations.

The Bank has significant credit-related contingent items and commitments that may lead topotential losses

To meet the financial needs of its customers, the Bank issues various loan commitments, guarantees,

letters of credit and other financial facilities, all of which are accounted for off the Bank’s balance

sheet until such time as they are actually funded or cancelled. Although these commitments are

contingent and therefore off-balance sheet, they nonetheless contain credit and liquidity risks, and are

part of the overall risks to which the Bank is subject. Credit-related commitments are subject to the

same credit approval terms and compliance procedures as loans and advances, and commitments to

extend credit are contingent on customers maintaining required credit standards. While the Bank

anticipates that only a portion of its obligations in respect of these commitments will be triggered, the

Bank may become obligated to make payments in respect of a greater portion of such commitments,

which could adversely affect the Bank’s funding needs and credit risks. As at 30 June 2016, the Bank

had a total of QAR 54,988.96 million (U.S.$15,100.63 million) in contingent liabilities and

commitments.

A downgrade in the Bank’s credit ratings could limit its ability to negotiate new loan facilities,access the debt capital markets and may increase its borrowing costs and/or adversely affect itsrelationship with creditors

The Bank’s credit ratings, which are intended to measure its ability to meet its debt obligations as they

mature, are an important factor in determining the Bank’s cost of borrowing funds. The interest rates

of the Bank’s borrowings are partly dependent on its credit ratings. As at the date of this Prospectus,

the Bank’s long-term local and foreign currency rating was assessed by Fitch at A+, Moody’s at A2

and S&P at A-. A downgrade of the Bank’s credit ratings, or being placed on a negative ratings watch,

may increase its cost of borrowing and materially adversely affect its results of operations.

A downgrade of the Bank’s credit ratings (or announcement of a negative ratings watch) may also limit

its or its subsidiaries’ ability to raise capital. Moreover, actual or anticipated changes in the Bank’s

credit ratings or the credit ratings of the Notes (if applicable) generally may affect the market value

of the Notes.

The Bank’s corporate governance standards are not equivalent to those of the United States orWestern Europe

In 2008, the QCB published the Corporate Governance Guidelines for Banks and Financial Institutions

(the Guidelines), which sets out the principles for corporate governance for banks and financial

institutions in Qatar. While the Guidelines reflect the increasing importance that the QCB places on

corporate governance to improve the perception and performance of the Qatari banking industry, the

provisions are not as stringent as those of many developed countries. The Guidelines are subject to

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a comply or explain principle. It is unclear what the impact will be, if any, if a bank or financialinstitution fails to comply with the recommendations in the Guidelines. Although the Bank has broughtitself into compliance with the Guidelines, these standards are not equivalent to those required in theUnited States or Western Europe.

The Bank may not be able to fully comply with anti-money laundering, anti-terrorism and otherregulations, which could result in governmental fines and reputational damage

The Bank is required by the laws of Qatar and the various other jurisdictions in which it operates tocomply with all applicable anti-money laundering and anti-terrorism laws and other regulations. Theselaws and regulations require the Bank, among other things, to adopt and enforce “know yourcustomer” policies and procedures and to report suspicious and large transactions to the applicableregulatory authorities. In response, the Bank has adopted policies and procedures aimed at detectingand preventing the use of its banking network for money laundering activities by terrorists andterrorist-related organisations as well as other individuals generally. In some instances, such policiesand procedures have only recently been adopted (and thus have not yet been fully implemented) andtherefore there may be instances prior to the adoption and/or full implementation of such policies andprocedures where the Bank may have been used as a vehicle by other parties to engage in moneylaundering and other illegal or improper activities.

To the extent the Bank fails to fully comply with applicable anti-money laundering, anti-terrorism andrelated laws and regulations, the relevant governmental agencies to which it reports have the powerand authority to impose fines and other regulatory penalties on the Bank.

In addition, the Bank’s business and reputation could suffer if customers use the Bank for moneylaundering or illegal or improper purposes. Should the Bank fail to meet its regulatory compliancerequirements or be perceived as failing these requirements, this could adversely affect the Bank’sbusiness, prospects, financial condition, cash flow and results of operations, and subject it to fines andother sanctions.

The Bank could be negatively affected by an inability to recruit qualified Qatari personnel

As with other banks in the GCC countries and in particular Qatar, the Bank may face a shortage ofqualified local employees, which requires it to recruit personnel from outside of Qatar and the GCC.Under Qatar Ministry of Labour regulations, certain specific management positions in Qataricompanies, including the head of the human resources department, must be filled by a Qatari citizen.The Bank faces challenges in recruiting qualified personnel to manage its business and if the Bankcontinues to grow, it will need to continue to increase its number of employees. The Bank is guidedin its human resources decisions by the Government’s policy that 20 per cent. of the Bank’s total staffshould be Qatari nationals. The Bank’s failure to manage its personnel needs successfully couldadversely affect the Bank’s ability to implement its strategies and the Bank’s business, prospects,financial condition, cash flow and results of operations.

The Bank could be negatively affected by an inability to attract and retain key executives

The Bank’s future success and growth will depend, in part, on its ability to continue to retain andmotivate senior management and other key qualified personnel. The Bank depends especially on theefforts, skill, reputation and experience of its key senior management, such as the current CEO, as wellas synergies among their diverse fields of expertise and knowledge. The Bank attempts to structureits compensation packages appropriately in order to attract and retain experienced personnel. There isintense competition for the best people in the financial services sector. Although it is the goal of theBank’s management resource policies and practices to attract, develop and retain key executivesemployed by the Bank or an entity acquired by the Bank, there is no assurance that the Bank will beable to do so.

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The Bank is subject to the risk of a complete or partial failure of its IT systems

The Bank depends on its IT systems to process a large number of transactions on an accurate andtimely basis, and to store and process substantially all of its business and operating data. The properfunctioning of the Bank’s financial control, risk management, credit analysis and reporting,accounting, customer service and other IT systems, as well as the communication networks betweenits branches and main data processing centres, are critical to the Bank’s business and ability tocompete effectively. The Bank’s business activities would be materially disrupted if there is a partialor complete failure of any of the IT systems or communications networks. Such failures can be causedby a variety of factors, including natural disasters, extended power outages and computer viruses. Theproper functioning of the Bank’s IT systems also depends on accurate and reliable data and othersystem inputs, which are subject to human errors. Any failure or delay in recording or processing theBank’s transaction data could subject it to claims for losses and regulatory fines and penalties.

The Bank has implemented and tested detailed business continuity plans and processes as well asdisaster recovery procedures, including setting up a disaster recovery site 20 kilometres from theBank’s headquarters. See “Description of Doha Bank Q.S.C. — Information Technology”. However,there can be no assurance that these safeguards will be fully effective.

The Bank may not receive future support from the Government, or it may not receive future supportthat is commensurate with the support that it has received in the past

In light of the global economic crisis, which started in 2008, and its impact on the Qatari bankingsector, the Government initiated several plans to support domestic banks. The Government, throughthe Qatar Investment Authority (the QIA), subscribed to a special issue of shares in the Bank, intranches of 5 per cent. in 2008, 5 per cent. in 2009 and 10 per cent. in 2011. The amounts payable foreach of the 2008 and 2009 tranches was QAR 368.6 million and the amount payable for the 2011tranche was QAR 737.20 million. In 2009, the Government also bought the Bank’s portfolio ofequities listed on the QE amounting to QAR 536.64 million and acquired a portion of the Bank’s realestate portfolio amounting to QAR 1,664.32 million in consideration for cash and State of Qatarbonds. Although the Government supported the domestic banking industry during the global economiccrisis, there can be no assurance that the Government will provide any additional support to the Bankand the domestic banking industry in response such crisis or initiate support if another major economicdisruption were to occur in the future as the Government is currently under no legal obligation toprovide such support.

The Government, through the QIA, has a significant shareholding in the Bank, and its interests mayconflict with those of the Noteholders

As at 30 June 2016, the Government, through the QIA, held a 16.68 per cent. ownership interest inthe Bank’s share capital. By virtue of such shareholding, the Government has the ability to influencethe Bank’s business through its ability to vote on corporate actions that require shareholder approval.If circumstances were to arise where the interests of the Government conflicted with the interests ofthe Noteholders, the Noteholders may be disadvantaged by such conflict.

The Bank’s proprietary trading activities could result in losses

The Bank engages in various trading activities on its own account. The Bank imposes certain limitsupon proprietary trading activities, based on the Bank’s prevailing appetite for risk and marketconditions. The current maximum trading limit for these proprietary/own account investments held bythe Bank cannot be more than U.S.$10.00 million each for equities and bonds and U.S.$15.00 millionfor foreign exchange and currency positions. Proprietary trading involves risk. Further proprietarytrading results may be significantly affected by market conditions, in particular, changes in regionalsecurities markets, and could result in losses that could have an adverse effect on the Bank’s business,prospects, financial condition, cash flow and results of operations.

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OFAC considerations

European, U.S. and other international sanctions have in the past been imposed on companiesengaging in certain types of transactions with specified countries or companies or individuals in thosecountries. Enterprises operating in certain countries in the Middle East, Asia and Africa have beensubject to such sanctions in the past. The terms of legislation and other rules and regulations whichestablish sanctions regimes are often broad in scope and difficult to interpret. If the Bank were in thefuture to violate existing European, U.S. or international sanctions, penalties could include aprohibition or limitation on the Bank’s ability to conduct business in certain jurisdictions or to accessthe U.S. or international capital markets. Any such sanction could adversely affect the Bank’sbusiness, prospects, financial condition, cash flow and results of operations.

If the Bank is unable to adapt to rapid technological changes, its business could suffer

The Bank’s future success will depend in part on its ability to respond to technological advances andto emerging banking industry standards and practices on a cost-effective and timely basis. Thedevelopment and implementation of such technology entail significant technical and business risks.There can be no assurance that the Bank will successfully implement new technologies effectively oradapt its transaction processing systems to meet customer requirements or emerging industrystandards. If the Bank is unable to adapt in a timely manner to changing market conditions, customerrequirements or technological changes, for technical, legal, financial or any other reasons, itsbusiness, the Bank’s business, prospects, financial condition, cash flow and results of operationswould be adversely affected.

Risk Factors Related to Doha Finance

Doha Finance has no operating history and no trading assets and will depend on receipt ofpayments from the Guarantor to make payments to holders of the Notes

Doha Finance is incorporated in the Cayman Islands as an exempted company with limited liabilitythat was established primarily for the purpose of issuing Notes, providing funding, through theinternational capital markets, to the Bank. Doha Finance has no operating history or trading assets.Therefore, Doha Finance’s ability to fulfil its obligations under the Notes is entirely dependent on theBank’s financial performance. If the financial condition of any Group company were to deteriorate,and to the extent that funds were not available to the Bank, holders of the Notes could suffer directand materially adverse consequences, including insufficient coupon payments on the Notes, and if aliquidation or bankruptcy of the Bank were to occur, loss by the holders of the Notes of all or a partof their investment. Doha Finance is subject to all the risks to which the Bank is subject, to the extentthat such risks could limit the Bank’s ability to satisfy in full and on a timely basis its obligationsunder the Guarantee. See “Risk Factors Related to the Bank” for a further description of certain ofthese risks.

Doha Finance is subject to Cayman Islands anti-money laundering legislation

Doha Finance may be subject to the Cayman Islands Money Laundering Regulations (2015 Revision)(Regulations). The Regulations apply to anyone conducting “relevant financial business” in or fromthe Cayman Islands intending to form a business relationship or carry out a one-off transaction. Inaddition, if any person resident in the Cayman Islands knows or suspects, or has reasonable groundsfor knowing or suspecting that another person is engaged in criminal conduct, or is involved withterrorism or terrorist property, and the information for that knowledge or suspicion came to theirattention in the course of business in the regulated sector, or other trade, profession, business oremployment, the person will be required to report such knowledge or suspicion to (i) the FinancialReporting Authority of the Cayman Islands (FRA), pursuant to the Proceeds of Crime Law (2014Revision) of the Cayman Islands (PCL), if the disclosure relates to criminal conduct or money

29

laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to theTerrorism Law (2015 Revision) of the Cayman Islands, if the disclosure relates to involvement withterrorism or terrorist financing and property. If Doha Finance were determined by the Cayman Islandsauthorities to be in violation of the PCL, the Terrorism Law or Regulations, Doha Finance could besubject to substantial criminal penalties. Doha Finance may be subject to similar restrictions in otherjurisdictions. Such a violation could materially adversely affect the timing and amount of paymentsby Doha Finance to the holders of the Notes.

Risks Factors Relating to Qatar

There is no principle of binding precedent in the Qatari courts

There is no doctrine of binding precedent in the Qatari courts and decisions of the Qatari courts arenot published. As a result, any experience with and knowledge of prior rulings of the Qatari courts maynot be a reliable basis from which to predict decisions that Qatari courts may adopt in the future. Theoutcome of any legal disputes remains uncertain.

Future attitudes of Qatari courts regarding interest cannot be predicted

Although, under the laws of Qatar, contractual provisions for the charging and payment of interest arepermissible and have been routinely enforced under Qatari law, a court applying Qatari law may notenforce such a provision either to pay interest on interest (a recent Qatari court refused to grant aclaimant a right to receive amounts claimed on the basis of commercial interest) or to the extent that,on a given date, accrued but unpaid interest exceeded outstanding principal. The future attitude ofQatari courts and Qatari law regarding the payment of interest cannot be predicted.

The current insolvency regime in Qatar has not been tested by the Qatari courts

Investors should be aware that the Commercial Law No. (27) of 2006 (the Commercial Law) came intoforce in 2006 and addresses commercial affairs and entities, competition, commercial obligations andcontracts, and commercial paper. The Commercial Law also provides comprehensive provisionsaddressing bankruptcy matters, permitting creditors to file claims against any corporate entity, exceptfor certain professional companies and other companies that are at least majority owned by the Qataristate. To the Bank’s knowledge, this insolvency regime remains untested to date, and it is uncertainhow it would be implemented by the courts of Qatar. There can also be no assurance that a Qatari courtwould compel a bankruptcy administrator to perform any of the Bank’s obligations under the Notesor the Guarantee or any contractual documents to which it is a party during an administration period.The Commercial Law also enables Qatari courts to defer adjudication of a company’s bankruptcy ifthe court decides that it is possible to improve that company’s financial position during a period (suchperiod to be specified by the court) or if judged to be in the interest of the national economy.

Under Qatari law, the Court has the power to extinguish certain contractual obligations and torelieve an excessive burden which is placed upon a debtor as a result of the occurrence ofexceptional events

Pursuant to Article (171) of Qatar Law Number (22) of 2004 (the “Civil Law”), should anyunforeseeable “general exceptional events” occur which result in the performance of a contractualobligation becoming “a heavy burden to the debtor threatening him with excessive loss”, the Courtmay, depending on the circumstances and after comparing the interests of both parties, “reduce theonerous obligation to a reasonable extent”. This rule has its roots in the civil law doctrine of“imprevision” and similar rules will be found in the laws of various other Arab countries. Whilst thisprovision of Qatari law is not frequently relied upon in practice, the relevant Issuer may seek to applythis principle in circumstances where the amount due under any Note amounts to such a heavy burden.

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Furthermore, the enforcement of the express terms of an agreement may be affected by Article (402)

of the Civil Law which provides that if a debtor establishes that performance of an obligation has

become impossible due to a reason that is beyond the debtor’s control and to which the debtor did not

contribute, the obligation will be extinguished.

The Qatari Courts may not award judgment in a currency other than Qatari riyals

There is no certainty that a judgment in a foreign currency would be awarded by the Qatari courts in

relation to a claim under the Notes or whether any judgment obtained in another jurisdiction in a

foreign currency would be enforced by the Qatari courts in relation to that currency. In the event that

the Qatari courts were to make an award in Qatari riyals, the courts would not necessarily calculate

the award on the basis of any conversion provisions contractually agreed between the parties. The

basis of the calculation of any such award would be at the discretion of the court. Furthermore,

currency indemnity provisions contained in the Notes or any other applicable contractual arrangement

may not be enforced by the Qatari courts.

Doha Finance may not be able to rely on an exemption from withholding tax if the QIA divests itselfof its shares in the Bank

The Income Tax Law and the Executive Regulations of the Income Tax Law issued in June 2011 (the

Executive Regulations) provide that any payment of interest made in relation to bonds issued by a

corporate entity resident in Qatar will be subject to withholding tax, which will include Doha Finance

as an entity managed from, and therefore considered tax resident in, Qatar. However, the Executive

Regulations provide for certain exemptions to such application of withholding tax, in respect of which

written clarification (the Clarification) has been obtained from the Director of Public Revenues and

Taxes Department at the Ministry of Finance in Qatar (the Taxes Department).

Paragraph 2 of Article 21.4 of the Executive Regulations provides that: “interest on bonds and

securities issued by the State and public authorities, establishments and corporations owned wholly or

partly by the State” shall not be subject to withholding tax. Through the Clarification, the Taxes

Department has clarified that, for so long as the Bank is wholly or partly owned by Qatar, the

exemption contained in Paragraph 2 of Article 21.4 of the Executive Regulations applies such that no

withholding tax is applicable in connection with any payment of interest under any direct issuance of

Notes that it makes, or in connection with any payment of interest by it under any guarantee of Notes

issued by Doha Finance. Similarly, no withholding tax would be applicable in connection with any

payment of interest under any direct issuance of Notes by Doha Finance as, through the Clarification,

the Taxes Department has also clarified that by virtue of being a wholly owned subsidiary of the Bank,

it is also treated by the Taxes Department as being partly owned by Qatar.

Paragraph 3 of Article 21.4 of the Executive Regulations provides that “interest on transactions,

facilities and loans with banks and financial institutions” shall not be subject to withholding tax.

Accordingly, if the Bank were to cease to be wholly or partly owned by Qatar, by virtue of it being

a bank, no withholding tax would be applicable in connection with any payment of interest under the

direct issuances of Notes that it makes, or in connection with any payment of interest by it under any

guarantee of Notes issued by Doha Finance. However, in respect of any issuance of Notes by Doha

Finance, as Doha Finance is not a bank or financial institution for the purposes of the Executive

Regulation, the obligation to pay interest under the Notes would be subject to withholding tax in

Qatar, and investors would therefore need to rely on Condition 8 of the Terms and Conditions of the

Notes or the applicable guarantee to obtain full payment of interest. This may represent a substantial

increase in the cost of the Bank’s funding and impact on its financial condition.

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The Clarification does not have the force of law in Qatar and it is therefore possible that the officialinterpretation of the Executive Regulations will in the future differ to that provided in theClarification. To the extent that a different official interpretation or application of the ExecutiveRegulations is established in the future, or if any law or regulation relating to withholding tax ischanged, then, in relation to any then outstanding Notes of either Issuer, such Issuer may be entitledto redeem the Notes pursuant to Condition 7.2.

Risk Factors Related to the Notes

Risks related to the structure of a particular issue of Notes

A wide range of Notes may be issued under the Programme. A number of these Notes may havefeatures which contain particular risks for potential investors. Set out below is a description of themost common of such features, distinguishing between factors which may occur in relation to anyNotes and those which might occur in relation to certain types of Exempt Notes:

Notes subject to optional redemption by the Issuer

An optional redemption feature is likely to limit the market value of Notes. During any period whenthe relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not risesubstantially above the price at which they can be redeemed. This also may be true prior to anyredemption period.

The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than theinterest rate on the Notes. At those times, an investor generally would not be able to reinvest theredemption proceeds at an effective interest rate as high as the interest rate on the Notes beingredeemed and may only be able to do so at a significantly lower rate. Potential investors shouldconsider reinvestment risk in light of other investments available at that time.

Index Linked Notes and Dual Currency Notes

There are particular risks associated with an investment in certain types of Exempt Notes, such asIndex Linked Notes and Dual Currency Notes. In particular, an investor might receive less interestthan expected or no interest in respect of such Notes and may lose some or all of the principal amountinvested by it.

Each of the Issuers may issue Notes with principal or interest determined by reference to an index orformula, to changes in the prices of securities or commodities, to movements in currency exchangerates or other factors (each, a Relevant Factor). In addition, each of the Issuers may issue Notes withprincipal or interest payable in one or more currencies which currencies, which may be different fromthe currency in which the Notes are denominated. Potential investors should be aware that:

(a) the market price of such Notes may be volatile;

(b) they may receive no interest;

(c) payment of principal or interest may occur at a different time or in a different currency thanexpected;

(d) the amount of principal payable at redemption may be less than the nominal amount of suchNotes or even zero;

(e) they may lose all or substantial portion of their principal;

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(f) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes

in interest rates, currencies or other indices;

(g) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or

contains some other leverage factor, the effect of changes in the Relevant Factor on principal or

interest payable likely will be magnified; and

(h) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the

average level is consistent with their expectations. In general, the earlier the change in the

Relevant Factor, the greater the effect on yield.

The historical experience of an index should not be viewed as an indication of the future performance

of such index during the term of any Index Linked Notes. Accordingly, each potential investor should

consult its own financial and legal advisers about the risk entailed by an investment in any Index

Linked Notes and the suitability of such Notes in light of its particular circumstances.

Partly Paid Notes

Each of the Issuers may issue Notes where the issue price is payable in more than one instalment.

Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor

Notes with variable interest rates can be volatile investments. If they are structured to include

multipliers or other leverage factors, or caps or floors, or any combination of those features or other

similar related features, their market values may be even more volatile than those for securities that

do not include those features.

Inverse Floating Rate Notes

Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a

reference rate such as LIBOR. The market values of those Notes typically are more volatile than

market values of other conventional floating rate debt securities based on the same reference rate (and

with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase

in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase

in prevailing interest rates, which further adversely affects the market value of these Notes.

Fixed/Floating Rate Notes

Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate,

or from a floating rate to a fixed rate. Where the relevant Issuer has the right to effect such a

conversion, this will affect the secondary market and the market value of the Notes since the relevant

Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of

borrowing. If the relevant Issuer converts from a fixed rate to a floating rate in such circumstances,

the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on

comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at

any time may be lower than the rates on other Notes. If the relevant Issuer converts from a floating

rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on

its Notes.

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Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount or premium from their principal

amount tend to fluctuate more in relation to general changes in interest rates than do prices for

conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the

greater the price volatility as compared to conventional interest-bearing securities with comparable

maturities.

The relevant Issuer’s obligations under Subordinated Notes and the Guarantor’s obligations under

the Guarantee in respect of the Subordinated Notes are subordinated

As further described under Condition 3.3, the relevant Issuer’s obligations in respect of Subordinated

Notes are direct, conditional and will be subordinated to all unsubordinated payment obligations of the

relevant Issuer in accordance with Condition 3.3. The rights of the holders of the Subordinated Notes

against the relevant Issuer will be subordinated in right of payment to the claims of all Senior

Creditors (as defined in Condition 3.3) and payments in respect of the Subordinated Notes (whether

on account of principal, interest or otherwise) by the relevant Issuer will be conditional upon the

relevant Issuer being solvent at the time of such payment. No payment shall be payable by the relevant

Issuer in respect of the Subordinated Notes except to the extent that the relevant Issuer could make

such payment and any other payment required to be made to a creditor in respect of indebtedness

which ranks or is expressed to rank pari passu with the Subordinated Notes and still be solvent

immediately thereafter.

In the case of Guaranteed Notes, as further described under Condition 3.4, the Guarantor’s obligations

under the Guarantee in respect of Subordinated Notes are direct, conditional and will be subordinated

to all unsubordinated payment obligations of the Guarantor in accordance with Condition 3.4. The

rights of the holders of the Subordinated Notes against the Guarantor under the Guarantee in respect

of the Subordinated Notes will be subordinated in right of payment to the claims of all Senior

Creditors (as defined in Condition 3.4) and payments in respect of the Guarantee in respect of the

Subordinated Notes by the Guarantor will be conditional upon the Guarantor being solvent at the time

of such payment. No payment shall be payable by the Guarantor under the Guarantee in respect of the

Subordinated Notes except to the extent that the Guarantor could make such payment and any other

payment required to be made to a creditor in respect of indebtedness which ranks or is expressed to

rank pari passu with the payment obligations of the Guarantor under the Guarantee in respect of the

Subordinated Notes and still be solvent immediately thereafter.

In the event of the dissolution, liquidation and/or bankruptcy of the relevant Issuer and/or (in the case

of Guaranteed Notes) the Guarantor, the holders of the Subordinated Notes will only be paid by the

relevant Issuer or (in the case of Guaranteed Notes) the Guarantor after all Senior Creditors of the

Issuer or, as the case may be, the Guarantor have been paid in full. If this occurs, the relevant Issuer

or the Guarantor may not have enough assets remaining after these payments have been made to pay

amounts due under the relevant Notes.

Although Subordinated Notes may pay a higher rate of interest than comparable Notes which are not

subordinated, there is a real risk that an investor in Subordinated Notes will lose all or some of his

investment should the relevant Issuer or the Guarantor become insolvent.

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Risks Factors Related to the Notes Generally

Set out below is a brief description of certain risks relating to the Notes generally:

Claims of secured creditors will have priority, with respect to their security, over the claims ofunsecured creditors, such as the Noteholders

Claims of the relevant Issuer’s secured creditors and (in the case of Guaranteed Notes) the Guarantor’s

secured creditors will have priority, with respect to the assets securing their debt, over the claims of

Noteholders. In the event that any of the relevant Issuer’s secured debt or (in the case of Guaranteed

Notes) the Guarantor’s secured debt becomes due or the relevant creditor thereunder institutes

proceedings over the assets that secure the relevant debt, the relevant Issuer’s assets or, as the case

may be, the Guarantor’s assets remaining after repayment of that secured debt might not be sufficient

to repay all amounts owing in respect of the Notes.

Redemption prior to maturity for taxation reasons

In the event that, as a result of a change in applicable law, the relevant Issuer or (in the case of

Guaranteed Notes) the Guarantor would be obliged to increase the amounts payable in respect of the

Notes or under the Guarantee, as the case may be, or the Guarantor (in the case of Guaranteed Notes)

would be obliged to increase amounts payable under the loan made by Doha Finance in respect of the

proceeds of the Notes, in each case, due to any withholding or deduction for, or on account of, any

present or future taxes, duties, assessments or governmental charges of whatever nature imposed or

levied by or on behalf of the Cayman Islands or, as the case may be, the State of Qatar, or any political

subdivision or any authority thereof or therein having power to tax, the relevant Issuer shall be entitled

(subject, in the case of Subordinated Notes, to the prior approval of the Qatar Central Bank) to redeem

all outstanding Notes at their principal amount together with interest accrued up to the date of

redemption, as further described in Condition 7.2.

Following any such redemption, Noteholders may not be able to reinvest the amounts received on

redemption at a rate that will provide the same return as the Notes.

The Conditions of the Notes contain provisions which may permit their modification without theconsent of all Noteholders and confer significant discretions on the Trustee which may be exercisedwithout the consent of the Noteholders and without regard to the individual interests of particularNoteholders

The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider

matters affecting their interests generally. These provisions permit defined majorities to bind all

Noteholders including Noteholders who did not attend and vote at the relevant meeting and

Noteholders who voted in a manner contrary to the majority.

The Conditions of the Notes also provide that the Trustee may, without the consent of Noteholders and

without regard to the interests of particular Noteholders, agree to (i) any modification of, or to the

waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes, (ii)

determine without the consent of the Noteholders that any Event of Default or potential Event of

Default shall not be treated as such or (iii) the substitution of another company as principal debtor

under any Notes in place of the Issuer, in the circumstances described in Condition 15.

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Substitution

The Conditions of the Notes provide that, in the case of Notes issued by Doha Finance, Doha Finance

may, without the consent of the Noteholders, be replaced and substituted by the Guarantor or any other

Subsidiary of the Guarantor as principal debtor under the relevant Notes subject to satisfying the

requirements set out in Condition 16.

Cayman Islands taxation and exchange of information

As a Cayman Islands exempted company and under current Cayman Islands law, Doha Finance is not

subject to tax on profits, income or dividends, nor is there any capital gains tax, estate duty or death

duty applicable to Doha Finance in the Cayman Islands. Profits can be accumulated and it is not

obligatory for a company to pay dividends. Each Cayman Islands exempted company is required to pay

an annual government fee, which is determined on a sliding scale by reference to the amount of the

company’s authorised share capital.

The duration of the assurance granted to Doha Finance under the Tax Concessions Law (2011

Revision), as more particularly detailed under “Taxation — Australia”, is limited and expires on 14February 2042. Tax policy and legislation in the Cayman Islands could change in the future (as is thecase in other jurisdictions) and as such no guarantee can be given as to whether the current taxtreatment afforded to Doha Finance will continue after 14 February 2042.

The Cayman Islands has entered into two intergovernmental agreements to improve international taxcompliance and the exchange of information — one with the United States and one with the UnitedKingdom (the US IGA and the UK IGA, respectively). The Cayman Islands has also signed, alongwith over 60 other countries, a multilateral competent authority agreement to implement the OECDStandard for Automatic Exchange of Financial Account Information — Common Reporting Standard(the CRS).

Regulations were issued pursuant to the Cayman Islands Tax Information Authority Law (2014Revision) (as amended) on 4 July 2014 to give effect to the US IGA and the UK IGA, and on 16October 2015 to give effect to the CRS (together, the AEOI Regulations). A Cayman Islands“Financial Institution” will be required to comply with the reporting requirements of the AEOIRegulations, unless it can rely on an exemption that permits it to be treated as a “Non-ReportingCayman Islands Financial Institution” (as defined in the relevant AEOI Regulations). If Doha Financeis able to rely upon one of the available exemptions (and therefore qualify as a “Non-ReportingFinancial Institution”), it will have no registration, due diligence or reporting requirements under theAEOI Regulations.

If, however, Doha Finance is unable to rely on one of the available exemptions, it will be required tocomply with the registration, due diligence and reporting requirements of the AEOI Regulations as a“Reporting Financial Institution”. In that case, Doha Finance will be required to (i) register with theIRS to obtain a Global Intermediary Identification Number (for the purposes of the US IGA only), (ii)register with the Cayman Islands Tax Information Authority (the TIA), and thereby notify the TIA ofits status as a “Reporting Financial Institution”, (iii) conduct due diligence on its accounts to identifywhether any such accounts are considered “Reportable Accounts”, and (iv) report information on suchReportable Accounts to the TIA. The TIA will transmit such information to the IRS (for US ReportableAccounts), the HMRC (for UK Reportable Accounts) or other applicable overseas fiscal authorities asthe case may be. Under the terms of the US IGA, withholding will not be imposed on payments madeto Doha Finance unless the IRS has specifically listed Doha Finance as a non-participating financialinstitution, or on payments made by Doha Finance to the Noteholders unless Doha Finance hasotherwise assumed responsibility for withholding under United States tax law.

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The Notes may be subject to withholding taxes in circumstances where the Issuer is notobliged to make gross up payments and this would result in holders receiving less interestthan expected and could significantly adversely affect their return on the Notes.

U.S. Foreign Account Tax Compliance Act Withholding

While the Notes are in global form and held within Euroclear Bank SA/NV or Clearstream BankingS.A. (together, the ICSDs), in all but the most remote circumstances, it is not expected that the newreporting regime and potential withholding tax imposed by sections 1471 through 1474 of the U.S.Internal Revenue Code of 1986 (FATCA) will affect the amount of any payment received by the ICSDs(see “Taxation — FATCA Disclosure”). However, FATCA may affect payments made to custodians orintermediaries in the subsequent payment chain leading to the ultimate investor if any such custodianor intermediary generally is unable to receive payments free of FATCA withholding. It also may affectpayment to any ultimate investor that is a financial institution that is not entitled to receive paymentsfree of withholding under FATCA, or an ultimate investor that fails to provide its broker (or othercustodian or intermediary from which it receives payment) with any information, forms, otherdocumentation or consents that may be necessary for the payments to be made free of FATCAwithholding. Investors should choose their custodians or intermediaries with care (to ensure each iscompliant with FATCA or other laws or agreements related to FATCA), and provide each custodian orintermediary with any information, forms, other documentation or consents that may be necessary forsuch custodian or intermediary to make a payment free of FATCA withholding. Investors shouldconsult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA mayaffect them. The Issuer’s obligations under the Notes are discharged once it has made payment to, orto the order of, the common depositary for the ICSDs (as bearer of the Notes) and the Issuer hastherefore no responsibility for any amount thereafter transmitted through the ICSDs and custodians orintermediaries. Further, foreign financial institutions in a jurisdiction which has entered into anintergovernmental agreement with the United States (an IGA) are generally not expected to berequired to withhold under FATCA or an IGA (or any law implementing an IGA) from payments theymake.

The value of the Notes could be adversely affected by a change in English law or administrativepractice.

The Conditions of the Notes (other than AMTNs) are based on English law and, in the case of AMTNs,the law of New South Wales, Australia, in effect as at the date of this Prospectus. No assurance canbe given as to the impact of any possible judicial decision or change to English law or Australian lawor administrative practice after the date of this Prospectus and any such change could materiallyadversely impact the value of any Notes affected by it.

Change of tax law

Statements in this Prospectus concerning the taxation of investors are of a general nature and are basedupon current law and practice in the jurisdictions stated. Such law and practice is, in principle, subjectto change, possibly with retrospective effect, and this could adversely affect investors.

In addition, any change in legislation or in practice in a relevant jurisdiction could adversely impact(i) the ability of the relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) to servicethe Notes and (ii) the market value of the Notes.

Investors who hold less than the minimum Specified Denomination may be unable to sell theirNotes and may be adversely affected if definitive Notes are subsequently required to be issued

In relation to any issue of Notes which have denominations consisting of a minimum SpecifiedDenomination plus one or more higher integral multiples of another smaller amount, it is possible thatsuch Notes may be traded in amounts in excess of the minimum Specified Denomination that are notintegral multiples of such minimum Specified Denomination. In such a case, a holder who holds an

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amount which is less than the minimum Specified Denomination in his account with the relevantclearing system, as a result of trading such amounts, would not be able to sell the remainder of suchholding without first purchasing a principal amount of Notes at or in excess of the minimum SpecifiedDenomination such that its holding amounts to a Specified Denomination. Further, a holder who, asa result of trading such amounts, holds an amount which is less than the minimum SpecifiedDenomination in his account with the relevant clearing system at the relevant time may not receivea definitive Note in respect of such holding (should definitive Notes be printed or issued) and wouldneed to purchase a principal amount of Notes at or in excess of the minimum Specified Denominationsuch that its holding amounts to a Specified Denomination. If such Notes in definitive form are issued,holders should be aware that definitive Notes which have a denomination that is not an integralmultiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Holders of Notes held through Euroclear and Clearstream, Luxembourg must rely on procedures ofthose clearing systems to effect transfers of Notes, receive payments in respect of Notes and vote atmeetings of Noteholders

Notes (other than AMTNs) issued under the Programme will be represented on issue by one or moreGlobal Notes that may be deposited with a common depositary for Euroclear and Clearstream,Luxembourg (as defined under the “Form of the Notes”). Except in the circumstances described ineach Global Note, investors will not be entitled to receive Notes in definitive form. Each of Euroclearand Clearstream, Luxembourg and their respective direct and indirect participants will maintainrecords of the beneficial interests in each Global Note held through it. While the Notes are representedby a Global Note, investors will be able to trade their beneficial interests only through the relevantclearing systems and their respective participants.

While the Notes (other than AMTNs) are represented by Global Notes, the Issuer will discharge itspayment obligation under the Notes by making payments through the relevant clearing systems. Aholder of a beneficial interest in a Global Note must rely on the procedures of the relevant clearingsystem and its participants to receive payments under the Notes. The Issuer has no responsibility orliability for the records relating to, or payments made in respect of, beneficial interests in any GlobalNote.

Holders of beneficial interests in a Global Note will not have a direct right to vote in respect of theNotes so represented. Instead, such holders will be permitted to act only to the extent that they areenabled by the relevant clearing system and its participants to appoint appropriate proxies.

Where the AMTNs are lodged with the Austraclear System, investors will have to rely on theprocedures of Austraclear for transfer, payment and communication with the Issuer.

AMTNs will be issued in registered certificated form. Each Tranche of AMTNs will be represented byan AMTN Certificate. Each AMTN Certificate is a certificate representing the AMTNs of a particularTranche and will be substantially in the form set out in the Note (AMTN) Deed Poll, duly completedand signed by the Issuer and authenticated by the Registrar in respect of AMTNs. An AMTNCertificate is not a negotiable instrument nor is it a document of title. Title to any AMTNs the subjectof an AMTN Certificate is evidenced by entry in the Register and, in the event of a conflict, theRegister shall prevail (subject to correction for fraud or proven error).

The Issuer may procure that the AMTNs are lodged with the Austraclear System. On lodgement,Austraclear will become the sole registered holder and legal owner of the AMTNs. Subject to the rulesand regulations known as the “Austraclear System Regulations” established by Austraclear (asamended or replaced from time to time) to govern the use of the Austraclear System, participants ofthe Austraclear System (Accountholders) may acquire rights against Austraclear in relation to thoseAMTNs as beneficial owners and Austraclear is required to deal with the AMTNs in accordance withthe directions and instructions of the Accountholders. Investors in AMTNs who are not

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Accountholders would need to hold their interest in the relevant AMTNs through a nominee who isan Accountholder. All payments by the Issuer in respect of AMTNs lodged with the Austraclear Systemwill be made directly to an account agreed with Austraclear or as it directs in accordance with theAustraclear System Regulations.

Where the AMTNs are lodged with the Austraclear System, any transfer of AMTNs will be subject tothe Austraclear System Regulations. Secondary market sales of AMTNs cleared through theAustraclear System will be settled in accordance with the Austraclear System Regulations.

Accountholders who acquire an interest in AMTNs lodged with the Austraclear System must looksolely to Austraclear for their rights in relation to such Notes and will have no claim directly againstthe Issuer in respect of such AMTNs although under the Austraclear System Regulations, Austraclearmay direct the Issuer to make payments direct to the relevant Accountholders.

Where Austraclear is registered as the holder of any AMTN that is lodged with the Austraclear System,Austraclear may, where specified in the Austraclear System Regulations, transfer the AMTNs to theperson in whose Security Record (as defined in the Austraclear System Regulations) those AMTNs arerecorded and, as a consequence, remove those AMTNs from the Austraclear System.

Enforcement of arbitration awards and foreign judgments in Qatar

Under the Conditions of the Notes and the Guarantee, the parties have agreed that any dispute arisingout of or in connection with the Notes or the Guarantee may be referred to and finally resolved byarbitration in accordance with the rules of the London Court of International Arbitration (the LCIA),with a Noteholder, Receiptholder or Couponholder having the right to require that the courts ofEngland have exclusive jurisdiction to settle the dispute. In the event that proceedings are broughtagainst the Bank in Qatar, the Qatari courts would, in accordance with their normal practice, enforcethe contractual terms of the Guarantee and the Notes (including the contractual choice of a governinglaw other than Qatari law to govern the Guarantee and the Notes, provided that, this would not applyto any provision of that law which Qatari courts held to be contrary to any mandatory provision ofQatari law or to public order or morality in Qatar). Qatari courts have consistently enforcedcommercial interest obligations computed in accordance with the terms of the relevant agreement. Itis, however, uncertain whether the Qatari courts would enforce the payment of interest on interest, orthe payment of accrued interest which exceeds the amount of the principal sum.

There is currently no treaty or convention for the reciprocal enforcement of judgments between Qataron the one hand and England on the other. A judgment obtained from a court in England will beenforceable in Qatar subject to the provisions of Articles 379 and 380 of the Civil and CommercialProcedure Law, which provides, (i) in the case of Article 379, that judgments and orders pronouncedin a foreign country may be ordered to be executed in Qatar upon the conditions determined in thatcountry for the execution of Qatari judgments and orders, and (ii) in the case of Article 380, that anorder for execution of a foreign judgment or order will not be made unless and until the following havebeen ascertained, that: (a) the judgment or order was delivered by a competent court of the foreignjurisdiction in question; (b) the parties to the action were properly served with notice of proceedingsand properly represented; (c) the judgment or order is one that is capable of being executed by thesuccessful party to the proceedings in conformity with the laws of the foreign jurisdiction in question;and (d) the foreign judgment or order does not conflict with a previous judgment or order of acompetent Qatari court and is not contrary to public policy or morality in Qatar.

A Qatari court would be entitled to call for textual evidence on the laws of England concerning theconditions that would be applicable for the execution of the judgment of a Qatari court in England andthe Qatari court would then be entitled to execute the judgment of the English court upon thoseconditions. Accordingly, although a judgment obtained from a court in England would be admissiblein evidence in any proceedings brought in Qatar to enforce such judgment it would still be necessaryto initiate proceedings in Qatar.

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In accordance with their normal practice, Qatari courts would uphold the choice of arbitration as adispute resolution method. However, this would be subject to the same qualifications as are statedabove with regard to choice of law and a Qatari court may not accept that its own jurisdiction had beenexcluded by any provision providing that the submission to any particular jurisdiction was exclusive.

Qatar is a party to the New York Convention on the Recognition and Enforcement of Foreign ArbitralAwards (the New York Convention), with effect from 30 March 2003. The United Kingdom is also aparty to the New York Convention and therefore an arbitration award made in England should beenforceable in Qatar in accordance with the terms of the New York Convention.

Enforcement of arbitration awards and foreign judgments in the Cayman Islands

Under the Conditions of the Notes and the Guarantee, the parties have agreed that any dispute arisingout of or in connection with the Notes or the Guarantee may be referred to and finally resolved byarbitration in accordance with the rules of the LCIA, with a Noteholder, Receiptholder orCouponholder having the right to require that the courts of England have exclusive jurisdiction tosettle the dispute. The Cayman Islands are a party to the New York Convention and the courts of theCayman Islands will generally recognise and enforce arbitral awards made pursuant to an agreementto arbitrate in a jurisdiction which is party to the New York Convention.

Any judgment rendered by the courts of England would not be directly enforceable in the CaymanIslands. In order to enforce any such judgment in the Cayman Islands, proceedings must be initiatedby way of civil law action on the judgment debt before a court of competent jurisdiction in the CaymanIslands. In this type of action, a Cayman Islands court generally will not (subject to the mattersidentified below) reinvestigate the merits of the original matter decided by an English court.

A Cayman Islands court will generally give judgment only if the following conditions are satisfied:

(a) the relevant English court had jurisdiction (under the rules of private international law in theCayman Islands) to give the judgment; and

(b) the judgment is final and conclusive on the merits and is for a liquidated sum of money (notbeing a sum payable in respect of taxes or other charges of a like nature or in respect of a fineor other penalty or otherwise based on a penal, revenue or other public law of the United Statesor, in certain circumstances, for in-personam non-money relief).

A court in the Cayman Islands will also refuse to enforce such a judgment if it is established that:

(i) the enforcement of such judgment would contravene public policy or statute in the CaymanIslands;

(ii) the enforcement of the judgment is prohibited by statute;

(iii) the proceedings in the Cayman Islands were not commenced with the relevant limitation period;

(iv) before the date on which the English court gave judgment, the issues in question had been thesubject of a final judgment of a court in the Cayman Islands or of a court of another jurisdictionwhose judgment is enforceable in the Cayman Islands;

(v) the judgment has been obtained by fraud or in proceedings in which the principles of naturaljustice were breached; or

(vi) the bringing of proceedings in the relevant English court was contrary to an agreement underwhich the dispute in question was to be settled otherwise than by proceedings in that court (towhose jurisdiction the judgment debtor did not submit).

40

If a court in the Cayman Islands gives judgment for the sum payable under an English judgment, theCayman Islands judgment would be enforceable by the methods generally available for this purpose.In addition it may not be possible to obtain a judgment in the Cayman Islands or to enforce thatjudgment if the judgment debtor is subject to any insolvency or similar proceedings, or if the judgmentdebtor has any set-off or counterclaim against the judgment creditor.

Subject to the foregoing, investors may be able to enforce judgments in the Cayman Islands in civiland commercial matters obtained from an English court in the manner described above using themethods available for enforcement of a judgment of a court in the Cayman Islands.

The submission by Doha Finance to arbitration pursuant to the terms of the Guaranteed Notes is notcontrary to Cayman Islands law and would be recognised by the courts of the Cayman Islands as alegal, valid and binding submission, if such submission is legal, valid and binding under the laws ofEngland.

Arbitration may involve the payment of the costs of the arbitration and fees by each of the parties tothe arbitral proceedings.

The claims of Noteholders may be subordinated to the claims of the Bank’s depositors

Typically, the claims of holders of senior ranking unsecured debt instruments, such as the Notes,issued by, or guaranteed by, a financial institution holding bank deposits would not be subordinatedto the claims of depositors. However, as a result of Law No. 33 of 2006 relating to the Qatar CentralBank (the QCB Law), should the Bank enter into winding-up proceedings pursuant to Article 90 ofthe QCB Law, the claims of Noteholders would be subordinated to the claims of the Bank’s depositors.If this were to occur, there may not be sufficient assets in the resulting estate to pay the claims ofNoteholders after the claims of depositors have been paid.

Risks related to the market generally

The value of Fixed Rate Notes may be adversely affected by movements in market interest rates.

An investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increaseabove the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed RateNotes.

An active secondary market in respect of the Notes may never be established or may be illiquid andthis would adversely affect the value at which a Noteholder could sell its Notes.

Notes may have no established trading market when issued, and one may never develop. If a marketfor the Notes does develop, it may not be very liquid. Therefore, Noteholders may not be able to selltheir Notes easily or at prices that will provide them with a yield comparable to similar investmentsthat have a developed secondary market. This is particularly the case for Notes that are especiallysensitive to interest rates, currency or market risks, are designed for specific investment objectives orstrategies or have been structured to meet the investment requirements of limited categories ofinvestors. These types of Notes generally would have a more limited secondary market and more pricevolatility than conventional debt securities.

If a Noteholder holds Notes which are not denominated in the Noteholder’s home currency, he willbe exposed to movements in exchange rates adversely affecting the value of its holding. In addition,the imposition of exchange controls in relation to any Notes could result in a Noteholder notreceiving payments on those Notes.

The relevant Issuer will pay principal and interest on the Notes and (in the case of Guaranteed Notes)the Guarantor will make any payments under the Guarantee in the Specified Currency. This presentscertain risks relating to currency conversions if a Noteholder’s financial activities are denominated

41

principally in a currency or currency unit (the Noteholder’s Currency) other than the SpecifiedCurrency. These include the risk that exchange rates may significantly change (including changes dueto devaluation of the Specified Currency or revaluation of the Noteholder’s Currency) and the risk thatauthorities with jurisdiction over the Noteholder’s Currency may impose or modify exchange controls.An appreciation in the value of the Noteholder’s Currency relative to the Specified Currency woulddecrease (1) the Noteholder’s Currency-equivalent yield on the Notes, (2) the Noteholder’sCurrency-equivalent value of the principal payable on the Notes and (3) the Noteholder’sCurrency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controlsthat could adversely affect an applicable exchange rate or the ability of the Issuer to make paymentsin respect of the Notes. As a result, Noteholders may receive less interest or principal than expected,or no interest or principal.

Price volatility

The market price of the Notes may be volatile, which could cause the value of a purchaser’sinvestment to decline. Securities markets worldwide experience significant price and volumefluctuations. This market volatility, and corresponding fluctuations in the prices of the Notes, may notbe correlated in a predictable way to the performance or operating results of the Bank. Events andfactors that may cause the prices of the Notes to fluctuate or decrease significantly from the issue priceinclude variations in interest rates; general business, political, social and economic developments,particularly in the Middle East; and variations in actual or anticipated operating results of the Bank.

Interest rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates mayadversely affect the value of the Fixed Rate Notes. A drop in the level of interest rates will have apositive impact on the price of such Notes, as Fixed Rate Notes pay a fixed annual rate of interest.Conversely, an increase in the interest rate level will have an adverse impact on the price of suchNotes. For investors holding Fixed Rate Notes until maturity, any changes in the interest rate levelduring the term will not affect the yield of such Notes, as the Notes will be redeemed at par.

Credit ratings assigned to the Issuer, the Bank or any Notes may not reflect all the risksassociated with an investment in those Notes

One or more independent credit rating agencies may assign credit ratings to the Issuer, the Bank orthe Notes. The ratings may not reflect the potential impact of all risks related to structure, market,additional factors discussed above, and other factors that may affect the value of the Notes. Where aSeries of Notes is rated, such rating will not necessarily be the same as the ratings assigned to theProgramme. A credit rating is not a recommendation to buy, sell or hold securities and may be revised,suspended or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted under the CRA Regulation from using creditratings for regulatory purposes, unless such ratings are issued by a credit rating agency established inthe EU and registered under the CRA Regulation (and such registration has not been withdrawn orsuspended, subject to transitional provisions that apply in certain circumstances whilst the registrationapplication is pending). Such general restriction will also apply in the case of credit ratings issued bynon-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registeredcredit rating agency or the relevant non-EU rating agency is certified in accordance with the CRARegulation (and such endorsement action or certification, as the case may be, has not been withdrawnor suspended). The list of registered and certified rating agencies published by the European Securitiesand Markets Authority (ESMA) on its website in accordance with the CRA Regulation is not

42

conclusive evidence of the status of the relevant rating agency included in such list, as there may be

delays between certain supervisory measures being taken against a relevant rating agency and the

publication of the updated ESMA list. Certain information with respect to the credit rating agencies

and ratings is set out on the cover of this Prospectus.

Investments in emerging markets are subject to greater risks than those in more developed markets

Investors in emerging markets should be aware that these markets are subject to greater risks than

more developed markets, including, in some cases, significant legal, economic and political risks.

Accordingly, investors should exercise particular care in evaluating the risks involved and must decide

for themselves whether, in light of those risks, their investment is appropriate. Generally, investment

in emerging markets is only suitable for sophisticated investors who fully appreciate the significance

of the risk involved.

43

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published or are published simultaneously with

this Prospectus and have been filed with the Financial Conduct Authority shall be incorporated in, and

form part of, this Prospectus:

(a) the Auditors report and audited consolidated annual financial statements of the Bank as at and

for each of the financial years ended 31 December 2013 (which appear on pages 44 to 91 of the

annual report of the Bank for the year ended 31 December 2013), 31 December 2014 (which

appear on pages 46 to 91 of the annual report of the Bank for the year ended 31 December 2014)

and 31 December 2015 (which appear on pages 45 to 93 of the annual report of the Bank for the

year ended 31 December 2015); and

(b) the interim unaudited condensed consolidated financial statements of the Bank for the three

months ended 31 March 2016 and six months ended 30 June 2016.

Following the publication of this Prospectus a supplement may be prepared by Doha Finance and the

Bank and approved by the UK Listing Authority in accordance with Article 16 of the Prospectus

Directive. Statements contained in any such supplement (or contained in any document incorporated

by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise),

be deemed to modify or supersede statements contained in this Prospectus or in a document which is

incorporated by reference in this Prospectus. Any statement so modified or superseded shall not,

except as so modified or superseded, constitute a part of this Prospectus.

Copies of documents incorporated by reference in this Prospectus can be obtained from

the registered office of the Issuers and from the specified office of the

Paying Agents for the time being in London and will be available for viewing on the website

of the Regulatory News Service operated by the London Stock Exchange at

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Any documents themselves incorporated by reference in the documents incorporated by reference in

this Prospectus shall not form part of this Prospectus.

Any non-incorporated parts of a document referred to herein are either deemed not relevant for an

investor or are otherwise covered elsewhere in this Prospectus.

Doha Finance and the Bank will, in the event of any significant new factor, material mistake or

inaccuracy relating to information included in this Prospectus which is capable of affecting the

assessment of any Notes, prepare a supplement to this Prospectus or publish a new Prospectus for use

in connection with any subsequent issue of Notes.

44

FORM OF THE NOTES

Any reference in this section to “applicable Final Terms” shall be deemed to include a reference to“applicable Pricing Supplement” where relevant. This section does not apply to AMTNs.

The Notes of each Series will be in either bearer form (Bearer Notes), with or without interestcoupons attached, or registered form (Registered Notes), without interest coupons attached. Noteswill be issued outside the United States in reliance on Regulation S under the Securities Act(Regulation S).

Bearer Notes

Each Tranche of Bearer Notes will be in bearer form and will initially be issued in the form of atemporary global note (a Temporary Bearer Global Note) or, if so specified in the applicable FinalTerms, a permanent global note (a Permanent Bearer Global Note and, together with a TemporaryBearer Global Note, each a Bearer Global Note) which, in either case, will be delivered on or priorto the original issue date of the Tranche to a common depositary (the Common Depositary) forEuroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg).Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal,interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date(as defined below) will be made against presentation of the Temporary Bearer Global Note only to theextent that certification (in a form to be provided) to the effect that the beneficial owners of interestsin the Temporary Bearer Global Note are not U.S. persons or persons who have purchased for resaleto any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/orClearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given alike certification (based on the certifications it has received) to the Principal Paying Agent.

On and after the date (the Exchange Date) which is 40 days after a Temporary Bearer Global Noteis issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upona request as described therein either for (a) interests in a Permanent Bearer Global Note of the sameSeries or (b) definitive Bearer Notes of the same Series with, where applicable, receipts, interestcoupons and talons attached (as indicated in the applicable Final Terms and subject, in the case ofdefinitive Bearer Notes, to such notice period as is specified in the applicable Final Terms), in eachcase against certification of beneficial ownership as described above unless such certification hasalready been given, provided that purchasers in the United States and certain U.S. persons will not beable to receive definitive Bearer Notes. The holder of a Temporary Bearer Global Note will not beentitled to collect any payment of interest, principal or other amount due on or after the Exchange Dateunless, upon due certification, exchange of the Temporary Bearer Global Note for an interest in aPermanent Bearer Global Note or for definitive Bearer Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Note willbe made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as thecase may be) of the Permanent Bearer Global Note without any requirement for certification.

The applicable Final Terms will specify that a Permanent Bearer Global Note will be exchangeable(free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts,interest coupons and talons attached upon either (a) not less than 60 days’ written notice fromEuroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest insuch Permanent Bearer Global Note) to the Principal Paying Agent as described therein or (b) onlyupon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) anEvent of Default (as defined in Condition 10) has occurred and is continuing, (ii) the relevant Issuerhas been notified that both Euroclear and Clearstream, Luxembourg have been closed for business fora continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or haveannounced an intention permanently to cease business or have in fact done so and no successorclearing system is available or (iii) the relevant Issuer has or will become subject to adverse taxconsequences which would not be suffered were the Notes represented by the Permanent Bearer Global

45

Note in definitive form. The relevant Issuer will promptly give notice to Noteholders in accordancewith Condition 14 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event,Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest insuch Permanent Bearer Global Note) may give notice to the Principal Paying Agent requestingexchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, therelevant Issuer may also give notice to the Principal Paying Agent requesting exchange. Any suchexchange shall occur not later than 45 days after the date of receipt of the first relevant notice by thePrincipal Paying Agent.

The exchange of a Permanent Bearer Global Note for definitive Bearer Notes upon notice fromEuroclear and/or Clearstream (acting on the instructions of any holder) or at any time at the requestof the Issuer should not be expressed to be applicable in the applicable Final Terms if the Bearer Notesare issued with a minimum Specified Denomination such as C= 100,000 (or its equivalent in anothercurrency) plus one or more higher integral multiples of another smaller amount such as C= 1,000 (orits equivalent in another currency). Furthermore, such Specified Denomination construction is notpermitted in relation to any issue of Bearer Notes which is to be represented on issue by a TemporaryBearer Global Note exchangeable for definitive Notes.

The following legend will appear on all Bearer Notes (other than Temporary Bearer Global Notes),receipts and interest coupons relating to such Notes where TEFRA D is specified in the applicableFinal Terms:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.”

The sections referred to provide that United States holders, with certain exceptions, will not beentitled to deduct any loss on Bearer Notes, receipts or interest coupons and will not be entitled tocapital gains treatment in respect of any gain on any sale, disposition, redemption or payment ofprincipal in respect of Bearer Notes, receipts or interest coupons.

Notes which are represented by a Bearer Global Note will only be transferable in accordance with therules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

Registered Notes

Each Tranche of Registered Notes will initially be represented by a global note in registered form (aRegistered Global Note and, together with Bearer Global Notes, the Global Notes and each a GlobalNote). Registered Global Notes will be deposited with a common depositary for Euroclear andClearstream, Luxembourg, and registered in the name of a nominee of the Common Depositary of,Euroclear and Clearstream, Luxembourg, as specified in the Final Terms. Persons holding beneficialinterests in Registered Global Notes will be entitled or required, as the case may be, under thecircumstances described below, to receive physical delivery of definitive Notes in fully registeredform.

Payments of principal, interest and any other amount in respect of the Registered Global Notes will,in the absence of provision to the contrary, be made to the person shown on the Register (as definedin Condition 6.5) as the registered holder of the Registered Global Notes. None of the Issuers, theGuarantor (in the case of Guaranteed Notes), any Paying Agent and the Registrar will have anyresponsibility or liability for any aspect of the records relating to or payments or deliveries made onaccount of beneficial ownership interests in the Registered Global Notes or for maintaining,supervising or reviewing any records relating to such beneficial ownership interests.

46

Payments of principal, interest or any other amount in respect of the Registered Notes in definitiveform will, in the absence of provision to the contrary, be made to the persons shown on the Registeron the relevant Record Date (as defined in Condition 6.5) immediately preceding the due date forpayment in the manner provided in that Condition.

Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part,for definitive Registered Notes without receipts, interest coupons or talons attached only upon theoccurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event ofDefault has occurred and is continuing, (ii) the Issuer has been notified that both Euroclear andClearstream, Luxembourg have been closed for business for a continuous period of 14 days (other thanby reason of holiday, statutory or otherwise) or have announced an intention permanently to ceasebusiness or have in fact done so and, in any such case, no successor clearing system is available or(iii) the Issuer has or will become subject to adverse tax consequences which would not be sufferedwere the Notes represented by the Registered Global Note in definitive form. The relevant Issuer willpromptly give notice to Noteholders in accordance with Condition 14 if an Exchange Event occurs.In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg orany person acting on their behalf (acting on the instructions of any holder of an interest in suchRegistered Global Note) may give notice to the Registrar requesting exchange and, in the event of theoccurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to theRegistrar requesting exchange. Any such exchange shall occur not later than 10 days after the date ofreceipt of the first relevant notice by the Registrar.

No beneficial owner of an interest in a Registered Global Note will be able to transfer such interest,except in accordance with the applicable procedures of Euroclear and Clearstream, Luxembourg, ineach case to the extent applicable.

General

Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), thePrincipal Paying Agent shall arrange that, where a further Tranche of Notes is issued which is intendedto form a single Series with an existing Tranche of Notes at a point after the Issue Date of the furtherTranche, the Notes of such further Tranche shall be assigned a common code and ISIN which aredifferent from the common code and ISIN assigned to Notes of any other Tranche of the same Seriesuntil such time as the Tranches are consolidated and form a single Series, which shall not be prior tothe expiry of the distribution compliance period (as defined in Regulation S under the Securities Act)applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context sopermits, be deemed to include a reference to any additional or alternative clearing system specifiedin the applicable Final Terms.

A Note may be accelerated by the holder thereof in certain circumstances described in Condition 10.In such circumstances, where any Note is still represented by a Global Note and the Global Note (orany part thereof) has become due and repayable in accordance with the Terms and Conditions of suchNotes and payment in full of the amount due has not been made in accordance with the provisions ofthe Global Note then from 8.00 p.m. (London time) on such day, holders of interests in such GlobalNote credited to their accounts with Euroclear and/or Clearstream, Luxembourg, as the case may be,will become entitled to proceed directly against the relevant Issuer on the basis of statements ofaccount provided by Euroclear and/ or Clearstream, Luxembourg on and subject to the terms of a deedof covenant (the Deed of Covenant) dated 1 September 2016 and executed by each of the Issuers.

The relevant Issuer may agree with any Dealer that Notes may be issued in a form not contemplatedby the Terms and Conditions of the Notes, in which event, other than where such Notes are ExemptNotes, a new Prospectus will be made available which will describe the effect of the agreementreached in relation to such Notes.

47

APPLICABLE FINAL TERMS

[Date]

[Doha Finance Limited/Doha Bank Q.S.C.]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

[guaranteed by Doha Bank Q.S.C.]

under the U.S.$2,000,000,000Euro Medium Term Note Programme

PART A — CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (theConditions) set forth in the Prospectus dated 1 September 2016 2016 [and the supplement[s] to itdated [date] [and [date]] which [together] constitute[s] a base prospectus for the purposes of theProspectus Directive (the Prospectus). This document constitutes the Final Terms of the Notesdescribed herein for the purposes of Article 5.4 of the Prospectus Directive and must be read inconjunction with the Prospectus. Full information on the Issuer[, the Guarantor]** and the offer of theNotes is only available on the basis of the combination of these Final Terms and the Prospectus. TheProspectus and (in the case of Notes listed and admitted to trading on the regulated market of theLondon Stock Exchange) the applicable Final Terms will also be published on the website of theLondon Stock Exchange (www.londonstockexchange.com).]

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (theConditions) set forth in the Prospectus dated [original date] [and the supplement to it dated [date]]which are incorporated by reference in the Prospectus dated [current date]. This document constitutesthe Final Terms of the Notes described herein for the purposes of Article 5.4 of the ProspectusDirective and must be read in conjunction with the Prospectus dated [current date] [and thesupplement[s] to it dated [date] [and [date]] which [together] constitute[s] a base prospectus for thepurposes of the Prospectus Directive (the Prospectus), including the Conditions incorporated byreference in the Prospectus. Full information on the Issuer[, the Guarantor] and the offer of the Notesis only available on the basis of the combination of these Final Terms and the Prospectus. TheProspectus and (in the case of Notes listed and admitted to trading on the regulated market of theLondon Stock Exchange) the applicable Final Terms will also be published on the website of theLondon Stock Exchange (www.londonstockexchange.com).]

1. (a) Issuer: [Doha Finance Limited/Doha Bank Q.S.C.]

(b) [Guarantor: Doha Bank Q.S.C.]

2. (a) Series Number: [ ]

(b) Tranche Number: [ ]

(c) Date on which the Notes will beconsolidated and form a singleSeries:

The Notes will be consolidated and form a singleSeries with [ ] on [the Issue Date/ the date that is40 days after the Issue Date /exchange of theTemporary Global Note for interests in thePermanent Global Note, as referred to in paragraph23 below, which is expected to occur on or about[ ]][Not Applicable]

3. Specified Currency or Currencies: [ ]

48

4. Aggregate Nominal Amount:

(a) Series: [ ]

(b) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount[plus accrued interest from [ ] (if applicable)]

6. (a) Specified Denomination(s): [ ]

(b) Calculation Amount (in relation tocalculation of interest in globalform see Conditions):

[ ]

7. (a) Issue Date: [ ]

(b) Interest Commencement Date: [ ] [Issue Date/Not Applicable]

8. Maturity Date: [ ]

9. Interest Basis: [[ ] per cent. Fixed Rate][[LIBOR/EURIBOR] +/- [ ] per cent. FloatingRate][Zero coupon](see paragraphs [15]/[16]/[17] below)

10. Redemption[/Payment] Basis: Subject to any purchase and cancellation or earlyredemption, the Notes will be redeemed on theMaturity Date at [ ] per cent. of their nominalamount

11. Change of Interest Basis: [ ] [Not Applicable]

12. Put/Call Options: [Investor Put][Issuer Call][Not Applicable][(see paragraph [19]/[20] below)]

13. (a) Status of the Notes: [Senior/Subordinated]

(b) Status of the Guarantee: [Senior/Subordinated]

(c) [Date [Board] approval forissuance of Notes [and Guarantee]obtained:

[ ] [and [ ], respectively]

(d) Date shareholder approval forissuance of Notes [and Guarantee]obtained:

[ ] [and [ ], respectively]

14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions [Applicable/Not Applicable]

49

(a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on eachInterest Payment Date]

(b) Interest Payment Date(s): [[ ] in each year up to and including the MaturityDate]/ [ ]

(c) Fixed Coupon Amount(s) for Notesin definitive form (and in relationto Notes in global form seeConditions):

[ ] per Calculation Amount

(d) Broken Amount(s) for Notes indefinitive form (and in relation toNotes in global form seeConditions):

[[ ] per Calculation Amount, payable on theInterest Payment Date falling [in/on] [ ]] [NotApplicable]

(e) Day Count Fraction: [30/360] [Actual/Actual (ICMA)] [RBA BONDBASIS]

(f) Determination Date(s): [[ ] in each year/Not Applicable]

(g) Other terms relating to the methodof calculating interest for FixedRate Notes:

[None/[ ]]

16. Floating Rate Note Provisions [Applicable/Not Applicable]

(a) Specified Period(s)/SpecifiedInterest Payment Dates:

[ ] [, subject to adjustment in accordance with theBusiness Day Convention set out in (b) below/, notsubject to adjustment, as the Business DayConvention in (b) below is specified to be NotApplicable]

(b) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/ Preceding Business Day Convention][Not Applicable]

(c) Additional Business Centre(s): [ ]

(d) Manner in which the Rate ofInterest and Interest Amount is tobe determined:

[Screen Rate Determination/ISDA Determination/]

(e) Party responsible for calculatingthe Rate of Interest and InterestAmount (if not the PrincipalPaying Agent):

[ ]

(f) Screen Rate Determination:

• Reference Rate: [ ] month[LIBOR/EURIBOR]

• Interest DeterminationDate(s):

[ ]

• Relevant Screen Page: [ ]

(g) ISDA Determination:

• Floating Rate Option: [ ]

• Designated Maturity: [ ]

• Reset Date: [ ]

(h) Margin(s): [+/-][ ] per cent. per annum

(i) Minimum Rate of Interest: [ ] per cent. per annum

(j) Maximum Rate of Interest: [ ] per cent. per annum

50

(k) Day Count Fraction: [Actual/Actual (ISDA) [Actual/Actual]Actual/365 (Fixed)Actual/365 (Sterling)Actual/360[30/360] [360/360] [RBA Bond Basis][30E/360] [Eurobond Basis][30E/360 (ISDA)][ ](See Condition 5 for alternatives)

(l) Fallback provisions, roundingprovisions and any other termsrelating to the method ofcalculating interest on FloatingRate Notes, if different from thoseset out in the Conditions:

[ ]

17. Zero Coupon Note Provisions [Applicable/Not Applicable]

(a) Accrual Yield: [ ] per cent. per annum

(b) Reference Price: [ ]

(c) Day Count Fraction in relation toEarly Redemption Amounts andlate payment:

[30/360][Actual/360][Actual/365]

PROVISIONS RELATING TO REDEMPTION

18. Notice periods for Condition 7.2(Redemption for tax reasons)

Minimum period: [ ] daysMaximum period: [ ] days

19. Issuer Call: [Applicable/Not Applicable]

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount: [[ ] per Calculation Amount][Spens Amount][Make-whole Amount]

(c) Notice periods (if other than as setout in the Conditions):

Minimum period: [ ] daysMaximum period: [ ] days

20. Investor Put: [Applicable/Not Applicable]

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount: [[ ] per Calculation Amount]

(c) Notice period (if other than as setout in the Conditions):

Minimum period: [ ] daysMaximum period: [ ] days

21. Final Redemption Amount: [[ ] per Calculation Amount]

22. Early Redemption Amount payable onredemption for taxation reasons or onevent of default and/or the method ofcalculating the same (if required or ifdifferent from that set out inCondition 7.5):

[[ ] per Calculation Amount]

51

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23. Form of Notes: [Bearer Notes:

(a) Form: [Temporary Bearer Global Note exchangeable for aPermanent Bearer Global Note which isexchangeable for Definitive Bearer Notes [on 60days’ notice given at any time/only upon anExchange Event]]

[Temporary Bearer Global Note exchangeable forDefinitive Bearer Notes on and after the ExchangeDate]

[Permanent Bearer Global Note exchangeable forDefinitive Bearer Notes [on 60 days’ notice given atany time/only upon an Exchange Event]]]

[Registered Notes:

Registered Global Note registered in the name of anominee for a common depositary for Euroclear andClearstream, Luxembourg exchangeable fordefinitive Registered Notes only upon theoccurrence of an Exchange Event.]

(b) New Global Note: [Yes] [No]

24. Additional Financial Centre(s): [Not Applicable/[ ]]

25. Talons for future Coupons or Receiptsto be attached to definitive BearerNotes:

[Yes, as the Notes have more than 27 couponpayments, Talons may be required if, on exchangeinto definitive form, more than 27 coupon paymentsare still to be made /No.]

THIRD PARTY INFORMATION

[[ ] has been extracted from [ ]. Each of the relevant Issuer and the Guarantor 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 [ ], no facts have been omitted which would render the reproduced

information inaccurate or misleading.]

Signed on behalf of [Doha Finance Limited]/[Doha Bank Q.S.C.]:

By:

Duly authorised

[Signed on behalf of Doha Bank Q.S.C.:

By:

Duly authorised]

52

PART B — OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading: [Application has been made by the Issuer (or on itsbehalf) for the Notes to be admitted to trading on [●]with effect from [●].]

[Application is expected to be made by the Issuer (oron its behalf) for the Notes to be admitted to tradingon [●] with effect from [●].]

[Not Applicable]

(ii) Estimate of total expenses relatedto admission to trading:

[●]

2. RATINGS

Ratings: [The Notes to be issued [[have been]/[are expectedto be]] rated]/[The following ratings reflect ratingsassigned to Notes of this type issued under theProgramme generally]:

[●] by [●]]

[[●] is established in the European Union and isregistered under Regulation (EC) No. 1060/ 2009 (asamended) (the CRA Regulation)]

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no personinvolved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers]and their affiliates have engaged, and may in the future engage, in investment banking and/orcommercial banking transactions with, and may perform other services for, the Issuer and itsaffiliates in the ordinary course of business— [●]]

4. USE OF PROCEEDS, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

[(i) Use of proceeds: [●] [Green Bond issue] [Other]

[(ii)] Estimated net proceeds: [●]

[(iii)]Estimated total expenses: [●]]

5. YIELD (Fixed Rate Notes only)

Indication of yield: [●]

The yield is calculated at the Issue Date on the basisof the Issue Price. It is not an indication of futureyield.

6. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

Details of historic [LIBOR/EURIBOR] rates can be obtained from [Reuters].]

53

7. OPERATIONAL INFORMATION

(i) ISIN: [●]

(ii) Common Code: [●]

(iii) Any clearing system(s) other thanEuroclear and Clearstream,Luxembourg and the relevantidentification number(s):

[Not Applicable/[●]]

(iv) Delivery: Delivery [against/free of] payment

(v) Names and addresses of additionalPaying Agent(s) (if any):

[●]

8. DISTRIBUTION

(i) Method of distribution: [Syndicated/Non-syndicated]

(ii) If syndicated, names of Managers: [Not Applicable/give names]

(iii) Date of [Subscription] Agreement: [●]

(iv) Stabilisation Manager(s) (if any): [Not Applicable/give name]

(v) If non-syndicated, name ofrelevant Dealer:

[Not Applicable/give name]

(vi) U.S. Selling Restrictions: [Reg. S Compliance Category [1/2/3]; TEFRAD/TEFRA C/TEFRA not applicable]]

(vii) U.S. Tax Considerations: The Notes shall [not] be treated as Specified Notes(as defined in the Prospectus) for the purpose ofSection 871(m) of the U.S. Internal Revenue Codeof 1986.

54

FORM OF PRICING SUPPLEMENT

EXEMPT NOTES OF ANY DENOMINATION

Set out below is the form of Pricing Supplement which will be completed for each Tranche of ExemptNotes, whatever the denomination of those Notes, issued under the Programme.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FORTHE ISSUE OF NOTES DESCRIBED BELOW.

[Date]

[Doha Finance Limited/Doha Bank Q.S.C.]*

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

[guaranteed by Doha Bank Q.S.C.]**

under the U.S.$2,000,000,000

Euro Medium Term Note Programme — CONTRACTUAL TERMS

Any person making or intending to make an offer of the Notes may only do so in circumstances inwhich no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant toArticle 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of theProspectus Directive, in each case, in relation to such offer.

This document constitutes the Pricing Supplement for the Notes described herein. This document mustbe read in conjunction with the Prospectus dated 1 September 2016 2016 [as supplemented by thesupplement[s] dated [date[s]]] (the Prospectus). Full information on the Issuer and the offer of theNotes is only available on the basis of the combination of this Pricing Supplement and the Prospectus.Copies of the Prospectus may be obtained from [address].

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (theConditions) set forth in the Prospectus [dated [original date] [and the supplement dated [date]] whichare incorporated by reference in the Prospectus].

[Include whichever of the following apply or specify as “Not Applicable”. Note that the numberingshould remain as set out below, even if “Not Applicable” is indicated for individual paragraphs orsubparagraphs. Italics denote directions for completing the Pricing Supplement.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimumdenomination may need to be £100,000 or its equivalent in any other currency.]

[Insert the following language for an issue of AMTNs:

The Notes will be constituted by a deed poll (Note (AMTN) Deed Poll) dated [●] executed by theIssuer and will be issued in certificated registered form by inscription on a register. The Notes areAMTNs for the purposes of the Prospectus dated [●] 2016 and the Conditions.

* Delete as applicable** Delete in the case of Notes issued by the Bank

55

Notes will be offered in Australia only in the wholesale capital markets and on the basis that no

disclosure to investors is required under Part 6D.2 or Chapter 7 of the Corporations Act 2001 of

Australia.]

1. (a) Issuer: [Doha Finance Limited/Doha Bank Q.S.C.]

(b) [Guarantor Doha Bank Q.S.C.]

2. (a) Series Number: [ ]

(b) Tranche Number: [ ]

(c) Date on which the Notes will beconsolidated and form a singleSeries:

The Notes will be consolidated and form a singleSeries with [identify earlier Tranches] on [the IssueDate/the date that is 40 days after the IssueDate/exchange of the Temporary Global Note forinterests in the Permanent Global Note, as referredto in paragraph 25 below, which is expected to occuron or about [date]][Not Applicable]

3. Specified Currency or Currencies: [ ]

4. Aggregate Nominal Amount:

(a) Series: [ ]

(b) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount[plus accrued interest from [insert date] (ifapplicable)]

6. (a) Specified Denominations: [ ]

If the Notes are AMTNs insert the following:

Subject to the requirement that the amount payableby each person who subscribed for the Notes must beat least A$500,000 (disregarding monies lent by theIssuer or its associates).

(b) Calculation Amount (and inrelation to calculation of interestin global form see Conditions):

[ ]

(If only one Specified Denomination, insert theSpecified Denomination. If more than one SpecifiedDenomination, insert the highest common factor.Note: There must be a common factor in the case oftwo or more Specified Denominations.)

7. (a) Issue Date: [ ]

(b) Interest Commencement Date: [specify/Issue Date/Not Applicable](N.B. An Interest Commencement Date will not berelevant for certain Notes, for example Zero CouponNotes.)

56

8. Maturity Date: [Specify date or forFloating Rate Notes - Interest Payment Date fallingin or nearest to [specify month and year]]

9. Interest Basis: [[ ] per cent. Fixed Rate][[specify Reference Rate] +/- [ ] per cent.Floating Rate][Zero Coupon][Index Linked Interest][Dual Currency Interest][specify other](further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par][Index Linked Redemption][Dual Currency Redemption][Partly Paid][Instalment][specify other]

11. Change of Interest Basis orRedemption/Payment Basis:

[Specify details of any provision for change of Notesinto another Interest Basis or Redemption/PaymentBasis][Not Applicable]

12. Put/Call Options: [Not Applicable][Investor Put][Change of Control Put][Issuer Call][(further particulars specified below)][Not Applicable]

13. (a) Status of the Notes: [Senior/Subordinated]

(b) Status of the Guarantee: [Senior/Subordinated]

(c) [Date [Board] approval forissuance of Notes [and Guarantee]obtained:

[ ] [and [ ], respectively]

(N.B. Only relevant where Board (or similar)authorisation is required for the particular Trancheof Notes or related Guarantee)

(d) Date shareholder approval forissuance of Notes [and Guarantee]obtained:

[ ] [and [ ], respectively]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on eachInterest Payment Date

57

(b) Interest Payment Date(s): [ ] in each year up to and including the MaturityDate(Amend appropriately in the case of irregularcoupons)

(c) Fixed Coupon Amount(s) for Notesin definitive form (and in relationto Notes in global form seeConditions):

[ ] per Calculation Amount

(d) Broken Amount(s) for Notes indefinitive form (and in relation toNotes in global form seeConditions):

[[ ] per Calculation Amount, payable on theInterest Payment Date falling [in/on] [ ]][NotApplicable]

(e) Day Count Fraction: [30/360/Actual/Actual (ICMA)/specify other]

(f) [Determination Date(s): [[ ] in each year][Not Applicable](Only relevant where Day Count Fraction isActual/Actual (ICMA). In such a case, insert regularinterest payment dates, ignoring issue date ormaturity date in the case of a long or short first orlast coupon]

(g) [Ratings Step-up/Step-down: [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)]

(h) Other terms relating to the methodof calculating interest for FixedRate Notes which are ExemptNotes:

[None/Give details]

15. Floating Rate Note Provisions [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Specified Period(s)/SpecifiedInterest Payment Dates:

[ ][, subject to adjustment in accordance with theBusiness Day Convention set out in (b) below/, notsubject to any adjustment, as the Business DayConvention in (b) below is specified to be NotApplicable]

(b) Business Day Convention: [Floating Rate Convention/FollowingBusiness Day Convention/Modified FollowingBusiness Day Convention/ Preceding Business DayConvention/[specify other]/Not Applicable]

(c) Additional Business Centre(s): [ ]

(d) Manner in which the Rate ofInterest and Interest Amount is tobe determined:

[Screen Rate Determination/ISDADetermination/CMS Rate Determination/specifyother]

(e) Party responsible for calculatingthe Rate of Interest and InterestAmount (if not the Agent):

[ ]

(f) Screen Rate Determination: [Applicable/Not Applicable]

Reference Rate: Reference Rate: [[ ] month[LIBOR/EURIBOR]]/specify other Reference Rate].(Either LIBOR, EURIBOR, or other, althoughadditional information is required if other, includingfallback provisions in the Agency Agreement)

Interest Determination Date(s): [ ]

58

(Second London business day prior to the start ofeach Interest Period if LIBOR (other than Sterlingor euro LIBOR), first day of each Interest Period ifSterling LIBOR and the second day on which theTARGET2 System is open prior to the start of eachInterest Period if EURIBOR or euro LIBOR)

Relevant Screen Page: [ ]

(In the case of EURIBOR, if not ReutersEURIBOR01 ensure it is a page which shows acomposite rate or amend the fallback provisionsappropriately)

(g) ISDA Determination: [Applicable/Not Applicable]

Floating Rate Option: [ ]

Designated Maturity: [ ]

Reset Date: [ ]

(In the case of a LIBOR or EURIBOR based option,the first day of the Interest Period)

(h) Margin(s): [+/-] [ ] per cent. per annum

(i) Minimum Rate of Interest: [ ] per cent. per annum

(j) Maximum Rate of Interest: [ ] per cent. per annum

(k) Day Count Fraction: [Actual/Actual (ISDA)][Actual/Actual]Actual/365 (Fixed)Actual/365 (Sterling)Actual/360[30/360][360/360][RBA Bond Basis][30E/360][Eurobond Basis]30E/360 (ISDA)Other]

(l) Fallback provisions, roundingprovisions and any other termsrelating to the method ofcalculating interest on FloatingRate Notes which are ExemptNotes, if different from those setout in the Conditions:

[ ]

16. Zero Coupon Note Provisions [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Accrual Yield: [ ] per cent. per annum

(b) Reference Price: [ ]

(c) Any other formula/basis ofdetermining amount payable forZero Coupon Notes which areExempt Notes:

[ ]

(d) Day Count Fraction in relation toEarly Redemption Amounts:

[30/360][Actual/360][Actual/365]

17. Index Linked Interest Note Provisions [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Index/Formula: [give or annex details]

59

(b) Calculation Agent [give name]

(c) Party responsible for calculatingthe Rate of Interest (if not theCalculation Agent) and InterestAmount (if not the Agent):

[ ]

(d) Provisions for determining Couponwhere calculation by reference toIndex and/or Formula isimpossible or impracticable:

[need to include a description of market disruptionor settlement disruption events and adjustmentprovisions]

(e) Specified Period(s)/SpecifiedInterest Payment Dates:

[ ]

(f) Business Day Convention: [Floating Rate Convention/Following Business DayConvention/Modified Following Business DayConvention/ Preceding Business DayConvention/specify other] [Not Applicable]

(g) Additional Business Centre(s): [ ]

(h) Minimum Rate of Interest: [ ] per cent. per annum

(i) Maximum Rate of Interest: [ ] per cent. per annum

(j) Day Count Fraction: [ ]

18. Dual Currency Interest NoteProvisions

[Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Rate of Exchange/method ofcalculating Rate of Exchange:

[give or annex details]

(b) Party, if any, responsible forcalculating the principal and/orinterest due (if not the Agent):

[ ]

(c) Provisions applicable wherecalculation by reference to Rate ofExchange impossible orimpracticable:

[need to include a description of market disruptionor settlement disruption events and adjustmentprovisions]

(d) Person at whose option SpecifiedCurrency(ies) is/are payable:

[ ]

PROVISIONS RELATING TO REDEMPTION

19. Notice periods for Condition 7.2: Minimum period: [ ] daysMaximum period: [ ] days

20. Issuer Call: [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount andmethod, if any, of calculation ofsuch amount(s):

[[ ] per Calculation Amount]

(c) If redeemable in part:

(i) Minimum RedemptionAmount:

[ ]

(ii) Maximum RedemptionAmount:

[ ]

60

(d) Notice periods: Minimum period: [ ] daysMaximum period: [ ] days

(N.B. When setting notice periods, the Issuer isadvised to consider the practicalities of distributionof information through intermediaries, for example,clearing systems (which require a minimum of 5clearing system business days’ notice for a call) andcustodians, as well as any other notice requirementswhich may apply, for example, as between the Issuerand the Agent)

21. Investor Put: [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Optional Redemption Date(s): [ ]

(b) Optional Redemption Amount andmethod, if any, of calculation ofsuch amount(s):

[[ ] per Calculation Amount/specify other/seeAppendix]

(c) Notice periods: Minimum period: [ ] daysMaximum period: [ ] days

(N.B. When setting notice periods, the Issuer isadvised to consider the practicalities of distributionof information through intermediaries, for example,clearing systems (which require a minimum of 15clearing system business days’ notice for a put) andcustodians, as well as any other notice requirementswhich may apply, for example, as between the Issuerand the Agent)

22. [Change of Control Put: [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Optional Redemption Amount: [ ] per Calculation Amount

(b) Notice periods: Minimum period: [ ] daysMaximum period: [ ] days

(N.B. When setting notice periods, the Issuer isadvised to consider the practicalities of distributionof information through intermediaries, for example,clearing systems (which require a minimum of 15clearing system business days’ notice for a put) andcustodians, as well as any other notice requirementswhich may apply, for example, as between the Issuerand the Agent)]

23. Final Redemption Amount: [[ ] per Calculation Amount/specify other/seeAppendix]

61

24. Early Redemption Amount payable onredemption for taxation reasons or onevent of default and/or the method ofcalculating the same (if required):

[[ ] per Calculation Amount/specify other/seeAppendix](N.B. If the Final Redemption Amount is 100 percent. of the nominal value (i.e. par), the EarlyRedemption Amount is likely to be par (butconsider). If, however, the Final Redemption Amountis other than 100 per cent. of the nominal value,consideration should be given as to what the EarlyRedemption Amount should be.)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25. Form of Notes:

(a) Form: [Temporary Global Note exchangeable for aPermanent Global Note which is exchangeable forDefinitive Notes [on 60 days’ notice given at anytime/only upon an Exchange Event]]

[Temporary Global Note exchangeable forDefinitive Notes on and after the Exchange Date]

[Permanent Global Note exchangeable for DefinitiveNotes [on 60 days’ notice given at any time/onlyupon an Exchange Event/at any time at the requestof the Issuer]]

[Notes shall not be physically delivered in Belgium,except to a clearing system, a depository or otherinstitution for the purpose of their immobilisation inaccordance with article 4 of the Belgian Law of 14December 2005.]

If the Notes are AMTNs insert the following:

[The Notes are AMTNs as referred to in theProspectus and will be issued in registeredcertificated form, constituted by the Note (AMTN)Deed Poll and take the form of entries on a registerto be maintained by the Australian Agent (as definedbelow). Copies of the Note (AMTN) Deed Poll areavailable from the Australian Agent at its principaloffice in Sydney.]

(b) New Global Note: [Yes][No]

26. Additional Financial Centre(s): [Not Applicable/give details](Note that this paragraph relates to the date ofpayment and not the end dates of Interest Periodsfor the purposes of calculating the amount ofinterest, to which sub paragraphs 15(c) and 17(g)relate)

62

27. Talons for future Coupons to beattached to Definitive Notes:

[Yes, as the Notes have more than 27 couponpayments, Talons may be required if, on exchangeinto definitive form, more than 27 coupon paymentsare still to be made/No]

28. Details relating to Partly Paid Notes:amount of each payment comprising theIssue Price and date on which eachpayment is to be made andconsequences (if any) of failure to pay,including any right of the Issuer toforfeit the Notes and interest due onlate payment.

[Not Applicable/give details. N.B. A new form ofTemporary Global Note and/or Permanent GlobalNote may be required for Partly Paid issues]

29. Details relating to Instalment Notes: [Applicable/Not Applicable](If not applicable, delete the remainingsubparagraphs of this paragraph)

(a) Instalment Amount(s): [give details]

(b) Instalment Date(s): [give details]

30. Other terms or special conditions: [Not Applicable/give details]

31. Note (AMTN) Deed Poll: [Not Applicable/give details]

32. Governing Law: Condition [20/21] applies

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement. [[Relevant

third party information] has been extracted from [specify source]. The Issuer 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 [specify source], no facts have been omitted which would render the

reproduced information inaccurate or misleading.

Signed on behalf of [Doha Finance Limited]/[Doha Bank Q.S.C.]*

By:

Duly authorised

[Signed on behalf of Doha Bank Q.S.C.:

By:

Duly authorised]**

* Delete as applicable** Delete in the case of Notes issued by the Bank

63

PART B — OTHER INFORMATION

1. LISTING [Application [has been made/is expected to bemade] by the Issuer (or on its behalf) for the Notesto be listed on [specify market - note this must not bea regulated market] with effect from [ ].] [NotApplicable]

2. RATINGS

Ratings: [The Notes to be issued [[have been]/[are expectedto be]] rated [insert details] by [insert the legalname of the relevant credit rating agencyentity(ies)].

(The above disclosure is only required if the ratingsof the Notes are different to those stated in theProspectus)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no personinvolved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers]and their affiliates have engaged, and may in the future engage, in investment banking and/orcommercial banking transactions with, and may perform other services for, the Issuer and itsaffiliates in the ordinary course of business - Amend as appropriate if there are other interests]

4. [USE OF PROCEEDS

Use of Proceeds: [Green Bond issue] [Other](Only required if the use of proceeds is different tothat stated in the Prospectus; in the event of a greenbond issue, details on the way in which the proceedsare to be applied in a sustainable manner to be setforth in an annex hereto)

5. OPERATIONAL INFORMATION

(i) ISIN: [ ]

(ii) Common Code: [ ]

(iii) Any clearing system(s) other thanEuroclear and Clearstream,Luxembourg and the AustraclearSystem and the relevantidentification number(s):

[Not Applicable/give name(s) and number(s)]

(iv) Delivery: Delivery [against/free of] payment

(v) Names and addresses of AustralianAgent or additional PayingAgent(s) (if any):

[ ]

(vi) Process Agent in Australia: [Not Applicable/give details]

64

6. DISTRIBUTION

(i) Method of distribution: [Syndicated/Non-syndicated]

(ii) If syndicated, names of Managers: [Not Applicable/give names]

(iii) Stabilisation Manager(s) (if any): [Not Applicable/give name]

(iv) If non-syndicated, name ofrelevant Dealer:

[Not Applicable/give name]

(v) U.S. Selling Restrictions: Reg. S Compliance Category [1/2/3]; [TEFRAD/TEFRA C/TEFRA not applicable]

(vi) Additional selling restrictions: [Not Applicable/give details](Additional selling restrictions are only likely to berelevant for certain structured Notes, such ascommodity-linked Notes)

[ANNEX A: GREEN BOND FRAMEWORK]

65

TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will (i) be incorporated by referenceinto each Global Note (as defined below) and each definitive Note, in the latter case only if permittedby the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer,the Guarantor (in the case of Guaranteed Notes) and the relevant Dealer at the time of issue but, ifnot so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto suchTerms and Conditions and (ii) apply to each AMTN (as defined below). The applicable PricingSupplement in relation to any Tranche of Exempt Notes may specify other terms and conditions whichshall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions,replace or modify the following Terms and Conditions for the purpose of such Notes. The applicableFinal Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each GlobalNote and definitive Note. Reference should be made to “Applicable Final Terms” for a description ofthe content of Final Terms which will specify which of such terms are to apply in relation to therelevant Notes.

The Note is one of a Series (as defined below) of Notes issued by the Issuer named in the applicableFinal Terms (as defined below) (the Issuer) pursuant to the Agency Agreement or the AustralianAgency Agreement (each as defined below).

References herein to the Notes shall be references to the Notes of this Series and shall mean:

(a) in relation to any Notes represented by a global Note (a Global Note), units of each SpecifiedDenomination in the Specified Currency;

(b) any Global Note; and

(c) any definitive Notes in bearer form (Bearer Notes) issued in exchange for a Global Note inbearer form;

(d) any definitive Notes in registered form (Registered Notes) issued in exchange for a Global Notein registered form; and

(e) any AMTNs (as defined below).

The Notes (other than Notes denominated in Australian dollars, issued in the Australian domesticcapital market and ranking as senior obligations of the Issuer (AMTNs)), the Receipts (as definedbelow) and the Coupons (as defined below) have the benefit of an Agency Agreement (such AgencyAgreement as amended and/or supplemented and/or restated from time to time, the AgencyAgreement) dated 1 September 2016 and made between Doha Finance Limited (Doha Finance) as anissuer, Doha Bank Q.S.C. (the Bank) as an issuer and as guarantor in respect of Notes issued by DohaFinance (in its capacity as such, the Guarantor), Citibank, N.A., London Branch as issuing andprincipal paying agent and agent bank (the Principal Paying Agent, which expression shall includeany successor principal paying agent) and the other paying agents named therein (together with thePrincipal Paying Agent, the Paying Agents, which expression shall include any additional orsuccessor paying agents), Citigroup Global Markets Deutschland AG as registrar (the Registrar,which expression shall include any successor registrar) and a transfer agent and the other transfersagent named therein (together with the Registrar, the Transfer Agents, which expression shall includeany additional or successor transfer agents). AMTNs will be constituted by the deed poll as specifiedin the applicable Pricing Supplement (as amended and supplemented from time to time, the Note(AMTN) Deed Poll). The Issuer and the registrar and issuing and paying agent in Australia asspecified in the applicable Pricing Supplement (the Australian Agent) have entered into an Agencyand Registry Services Agreement (as amended and supplemented from time to time, the AustralianAgency Agreement) in relation to the AMTNs.

66

The provisions of these Conditions (as defined below) relating to Bearer Notes, Certificates, Receipts,

Coupons and Talons do not apply to AMTNs. The Principal Paying Agent, the Registrar and the Paying

Agents and other Transfer Agents together referred to as the Agents.

The final terms for the Note (or the relevant provisions thereof) are set out in Part A of the Final Terms

attached to or endorsed on the Note, which supplement these Terms and Conditions (the Conditions)

or, if the Note is a Note which is neither admitted to trading on a regulated market in the EEA nor

offered in the EEA in circumstances where a prospectus is required to be published under the

Prospectus Directive (an Exempt Note) or in respect of AMTNs, entered in the A$ Register (as defined

below), the final terms (or the relevant provisions thereof) are set out in Part A of the Pricing

Supplement and may specify other terms and conditions which shall, to the extent so specified or to

the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of the

Note. References to the applicable Final Terms are unless otherwise stated, to Part A of the Final

Terms (or the relevant provisions thereof) attached to or endorsed on the Note. References to the

applicable Pricing Supplement are unless otherwise stated, to Part A of the Pricing Supplement (or

the relevant provisions thereof) attached to or endorsed on Exempt Note, or in respect of AMTNs,

entered in the A$ Register.

Any reference in the Conditions to applicable Final Terms shall be deemed to include a reference to

“applicable Pricing Supplement” where relevant. The expression Prospectus Directive means

Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant

implementing measure in a relevant Member State of the EEA.

Interest bearing definitive Bearer Notes have interest coupons (Coupons) and, if indicated in the case

of Bearer Notes, which, when issued in definitive form, have more than 27 interest payments

remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or

coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons ortalons. Exempt Notes in definitive Bearer form which are repayable in instalments have receipts(Receipts) for the payment of the instalments of principal (other than the final instalment) attached onissue. Registered Notes, AMTNs and Global Notes do not have Receipts, Coupons or Talons attachedon issue. Notes issued by Doha Finance (Guaranteed Notes) will be unconditionally and irrevocablyguaranteed. If the Note is issued by the Bank, reference to these Conditions to the Guarantor andGuarantee, and related expressions, are not applicable. The payment of all amounts in respect of theNote have been guaranteed by the Guarantor pursuant to the Deed of Guarantee dated 1 September2016 executed by the Guarantor (such guarantee, as modified and/or supplemented and/or restatedfrom time to time, the Guarantee). The original of the Guarantee is held by the Principal Paying Agenton behalf of the Noteholders, the Receiptholders and the Couponholders at its specified office.

Any reference to Noteholders or holders in relation to any Notes shall mean (in the case of BearerNotes) the holders of the Notes and (in the case of Registered Notes or AMTNs) the person(s) in whosename the Notes are registered in the Register or the A$ Register, as the case may be, and shall, inrelation to any Notes represented by a Global Note, be construed as provided below. Any referenceherein to Receiptholders shall mean the holders of the Receipts and any reference herein toCouponholders shall mean the holders of the Coupons and shall, unless the context otherwiserequires, include the holders of the Talons.

As used herein, Tranche means Notes which are identical in all respects (including as to listing andadmission to trading) and Series means a Tranche of Notes together with any further Tranche orTranches of Notes which are (a) expressed to be consolidated and form a single series and (b) havethe same terms and conditions or terms and conditions which are the same in all respects save for theamount and date of the first payment of interest thereon and the date from which interest starts toaccrue.

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The Noteholders, other than holders of AMTNs, the Receiptholders and the Couponholders are entitledto the benefit of the Deed of Covenant (such Deed of Covenant as modified and/or supplementedand/or restated from time to time, the Deed of Covenant) dated 29 February 2012 and made by, interalia, the Issuer. The original of the Deed of Covenant is held by the common depositary for Euroclear(as defined below) and Clearstream, Luxembourg (as defined below). Holders of AMTNs will have thebenefit of the Note (AMTN) Deed Poll.

Copies of the Agency Agreement, the Guarantee and the Deed of Covenant are available for inspectionduring normal business hours at the specified office of the Principal Paying Agent, the Registrar andeach of the Paying Agents and Transfer Agents (such Agents and the Registrar being together referredto as the Agents and each an Agent). Copies of the applicable Final Terms are available for viewingat the registered office of the Issuer and of the Principal Paying Agent and copies may be obtainedfrom those offices save that, if the Note is neither admitted to trading on a regulated market in the EEAnor offered in the EEA in circumstances where a prospectus is required to be published under theProspectus Directive, the applicable Final Terms will only be obtainable by a Noteholder holding oneor more Notes and such Noteholder must produce evidence satisfactory to the Issuer and the relevantPaying Agent as to its holding of such Notes and identity. The Note (AMTN) Deed Poll will be heldby the Australian Agent and copies of the Note (AMTN) Deed Poll and the Australian AgencyAgreement referred to above are available for inspection free of charge during usual business hoursat the principal office of the Australian Agent as specified in the applicable Pricing Supplement. Ifrequired in connection with any legal proceedings, claims or actions brought by a holder of AMTNs,the Issuer must procure that the Australian Agent provide a certified copy of the Note (AMTN) DeedPoll and the Australian Agency Agreement to such holder within 14 days of a written request to theIssuer to so provide. If the Notes are to be admitted to trading on the regulated market of the LondonStock Exchange the applicable Final Terms will be published on the website of the London StockExchange (www.londonstockexchange.com). If the Note is an Exempt Note, the applicable PricingSupplement will only be obtainable by a Noteholder holding one or more such Notes and suchNoteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to itsholding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders aredeemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreementor the Australian Agency Agreement (as the case may be), the Guarantee, the Deed of Covenant or theNote (AMTN) Deed Poll (as the case may be) and the applicable Final Terms which are applicable tothem. The statements in the Conditions include summaries of, and are subject to, the detailedprovisions of the Agency Agreement.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms orapplicable Pricing Supplement shall have the same meanings where used in the Conditions unless thecontext otherwise requires or unless otherwise stated and provided that, in the event of inconsistencybetween the Agency Agreement and the applicable Final Terms or the applicable Pricing Supplement,the applicable Final Terms or the applicable Pricing Supplement, where relevant, will prevail.

In the Conditions, euro means the currency introduced at the start of the third stage of Europeaneconomic and monetary union pursuant to the Treaty on the Functioning of the European Union, asamended.

1. FORM, DENOMINATION AND TITLE

The Notes are issued in bearer form or in registered form as specified in the applicable FinalTerms and, in the case of definitive Notes, serially numbered, in the currency (the SpecifiedCurrency) and the denominations (the Specified Denomination(s)). Notes of one SpecifiedDenomination may not be exchanged for Notes of another Specified Denomination and BearerNotes may not be exchanged for Registered Notes and vice versa. AMTNs will only be issuedin registered certificated form.

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Unless the Note is an Exempt Note, the Note may be a Fixed Rate Note, a Floating Rate Noteor a Zero Coupon Note, or a combination of any of the foregoing, depending upon the InterestBasis shown in the applicable Final Terms.

If the Note is an Exempt Note, the Note may be a Fixed Rate Note, a Floating Rate Note, a ZeroCoupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination ofany of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

If the Note is an Exempt Note, the Note may also be an Index Linked Redemption Note, anInstalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of anyof the foregoing, depending upon the Redemption/Payment Basis shown in the applicable PricingSupplement.

The Note may also be a Senior Note, a Dated Subordinated Note depending upon the statusspecified, as indicated in the applicable Final Terms.

Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notesin which case references to Coupons and Couponholders in the Conditions are not applicable.

Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by deliveryand title to the Registered Notes and AMTNs will pass upon registration of transfers inaccordance with the provisions of the Agency Agreement or the Australian Agency Agreement (asthe case may be). The Issuer, the Guarantor and any Agent will (except as otherwise required bylaw) deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holderof any Registered Note as the absolute owner thereof (whether or not overdue andnotwithstanding any notice of ownership or writing thereon or notice of any previous loss or theftthereof) for all purposes but, in the case of any Global Note, without prejudice to the provisionsset out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear BankSA/NV (Euroclear) and/or Clearstream Banking, S.A. (Clearstream, Luxembourg), each person(other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in therecords of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amountof such Notes (in which regard any certificate or other document issued by Euroclear orClearstream, Luxembourg as to the nominal amount of such Notes standing to the account of anyperson shall be conclusive and binding for all purposes save in the case of manifest error) shallbe treated by the Issuer, the Guarantor and the Paying Agents as the holder of such nominalamount of such Notes for all purposes other than with respect to the payment of principal orinterest on such nominal amount of such Notes, for which purpose the bearer of the relevantGlobal Note representing Bearer Notes or the registered holder of the relevant Registered GlobalNote, as the case may be, shall be treated by the Issuer, the Guarantor and any Paying Agent asthe holder of such nominal amount of such Notes in accordance with and subject to the terms ofthe relevant Global Note and the expressions Noteholder and holder of Notes and relatedexpressions shall be construed accordingly.

Notes which are represented by a Global Note will be transferable only in accordance with therules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the casemay be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context sopermits, be deemed to include a reference to any additional or alternative clearing systemspecified in Part B of the applicable Final Terms.

In the case of AMTNs, the following provisions shall apply in lieu of the foregoing provisionsof Condition 1 in the event of any inconsistency.

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AMTNs will be debt obligations of the Issuer owing under the Note (AMTN) Deed Poll, will berepresented by a certificate (AMTN Certificate) and will take the form of entries in a register (A$Register) to be established and maintained by the Australian Agent in Sydney unless otherwiseagreed with the Australian Agent (pursuant to the Australian Agency Agreement). The AgencyAgreement is not applicable to the AMTNs.

AMTNs will not be serially numbered. Each entry in the A$ Register constitutes a separate andindividual acknowledgement to the relevant Noteholder of the indebtedness of the Issuer to therelevant Noteholder. The obligations of the Issuer in respect of each AMTN constitute separateand independent obligations which the Noteholder is entitled to enforce in accordance with theseConditions and the Note (AMTN) Deed Poll. Other than an AMTN Certificate, no certificate orother evidence of title will be issued by or on behalf of the Issuer unless the Issuer determinesthat certificates should be made available or it is required to do so pursuant to any applicable lawor regulation.

No AMTN will be registered in the name of more than four persons. AMTNs registered in thename of more than one person are held by those persons as joint tenants. AMTNs will beregistered by name only, without reference to any trusteeship and an entry in the A$ Register inrelation to an AMTN constitutes conclusive evidence that the person so entered is the registeredowner of such AMTN, subject to rectification for fraud or error.

Upon a person acquiring title to any AMTNs by virtue of becoming registered as the owner ofthat AMTN, all rights and entitlements arising by virtue of the Note (AMTN) Deed Poll inrespect of that AMTN vest absolutely in the registered owner of the AMTN, such that no personwho has previously been registered as the owner of the AMTN has or is entitled to assert againstthe Issuer or the Australian Agent or the registered owner of the AMTN for the time being andfrom time to time any rights, benefits or entitlements in respect of the AMTN.

Each Tranche of AMTNs will be represented by a single AMTN Certificate substantially in theform set out in the Note (AMTN) Deed Poll. The Issuer shall issue and deliver, and procure theauthentication by the Australian Agent of, such number of AMTN Certificates as are requiredfrom time to time to represent all of the AMTNs of each Series. An AMTN Certificate is not anegotiable instrument nor is it a document of title in respect of any AMTNs represented by it.In the event of a conflict between any AMTN Certificate and the A$ Register, the A$ Registershall prevail (subject to correction for fraud or proven error).

2. TRANSFERS OF REGISTERED NOTES AND AMTNS

2.1 Transfers of interests in Registered Global Notes

Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear orClearstream, Luxembourg, as the case may be, and, in turn, by other participants and, ifappropriate, indirect participants in such clearing systems acting on behalf of beneficialtransferors and transferees of such interests. A beneficial interest in a Registered Global Notewill, subject to compliance with all applicable legal and regulatory restrictions, be transferablefor Notes in definitive form or for a beneficial interest in another Registered Global Note of thesame series only in the authorised denominations set out in the applicable Final Terms and onlyin accordance with the rules and operating procedures for the time being of Euroclear orClearstream, Luxembourg, as the case may be, and in accordance with the terms and conditionsspecified in the Agency Agreement.

2.2 Transfers of Registered Notes in definitive form

Subject as provided in Condition 2.3 below, upon the terms and subject to the conditions set forthin the Agency Agreement, a Registered Note in definitive form may be transferred in whole orin part (in the authorised denominations set out in the applicable Final Terms). In order to effect

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any such transfer (i) the holder or holders must (A) surrender the Registered Note for registration

of the transfer of the Registered Note (or the relevant part of the Registered Note) at the specified

office of the Registrar or any Transfer Agent, with the form of transfer thereon duly executed by

the holder or holders thereof or his or their attorney or attorneys duly authorised in writing and

(B) complete and deposit such other certifications as may be required by the Registrar or, as the

case may be, the relevant Transfer Agent and (ii) the Registrar or, as the case may be, the relevant

Transfer Agent must, after due and careful enquiry, be satisfied with the documents of title and

the identity of the person making the request. Any such transfer will be subject to such

reasonable regulations as the Issuer and the Registrar may from time to time prescribe (the initial

such regulations being set out in Schedule 8 to the Agency Agreement). Subject as provided

above, the Registrar or, as the case may be, the relevant Transfer Agent will, within three

business days (being for this purpose a day on which banks are open for business in the city

where the specified office of the Registrar or, as the case may be, the relevant Transfer Agent

is located) of the request (or such longer period as may be required to comply with any applicablefiscal or other laws or regulations), authenticate and deliver, or procure the authentication anddelivery of, at its specified office to the transferee or (at the risk of the transferee) send byuninsured mail, to such address as the transferee may request, a new Registered Note indefinitive form of a like aggregate nominal amount to the Registered Note (or the relevant partof the Registered Note) transferred. In the case of the transfer of part only of a Registered Notein definitive form, a new Registered Note in definitive form in respect of the balance of theRegistered Note not transferred will be so authenticated and delivered or (at the risk of thetransferor) sent to the transferor.

2.3 Transfers of AMTNs

AMTNs may be transferred in whole but not part. Unless lodged in the Austraclear System, theAMTNs will be transferable by duly completed and (if applicable) stamped transfer andacceptance forms in the form specified by, and obtainable from, the Australian Agent or by anyother manner approved by the Issuer and the Australian Agent. Each transfer and acceptance formmust be accompanied by such evidence (if any) as the Australian Agent may require to prove thetitle of the transferor or the transferor’s right to transfer the AMTNs and be signed by both thetransferor and the transferee.

AMTNs may only be transferred within, to or from Australia if:

(i) the aggregate consideration payable by the transferee at the time of transfer is at leastA$500,000 (or its equivalent in any other currency and, in either case, disregardingmoneys lent by the transferor or its associates) and the offer or invitation giving riseto the transfer otherwise does not require disclosure to investors in accordance withPart 6D.2 or Chapter 7 of the Corporations Act 2001 of the Commonwealth ofAustralia (the Australian Corporations Act);

(ii) the transfer is not to a retail client for the purposes of section 761G of the AustralianCorporations Act;

(iii) the transfer is in compliance with all applicable laws, regulations or directives(including, without limitation, in the case of a transfer to or from Australia, the lawsof the jurisdiction in which the transfer takes place); and

(iv) in the case of a transfer between persons outside Australia, if a transfer and acceptanceform is signed outside Australia. A transfer to an unincorporated association is notpermitted.

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A person becoming entitled to an AMTN as a consequence of the death or bankruptcy of aNoteholder or of a vesting order or a person administering the estate of a Noteholder may, uponproducing such evidence as to that entitlement or status as the Australian Agent considerssufficient, transfer such AMTN or, if so entitled, become registered as the holder of the AMTN.

Where the transferor executes a transfer of less than all of the AMTNs registered in its name, andthe specific AMTNs to be transferred are not identified, the Australian Agent may register thetransfer in respect of such of the AMTNs registered in the name of the transferor as theAustralian Agent thinks fit, provided the aggregate nominal amount of the AMTNs registered ashaving been transferred equals the aggregate nominal amount of the AMTNs expressed to betransferred in the transfer.

2.4 Registration of transfer upon partial redemption

In the event of a partial redemption of Notes under Condition 7, the Issuer shall not be requiredto register the transfer of any Registered Note, or part of a Registered Note, called for partialredemption.

2.5 Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration oftransfer as provided above, except for any costs or expenses of delivery other than by regularuninsured mail and except that the Issuer may require the payment of a sum sufficient to coverany stamp duty, tax or other governmental charge that may be imposed in relation to theregistration.

3. STATUS OF THE NOTES AND THE GUARANTEE

3.1 Status of the Senior Notes

If the Notes are specified as Senior Notes in the applicable Final Terms, the Notes and anyrelative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to theprovisions of Condition 4) unsecured obligations of the Issuer and rank pari passu amongthemselves and (save for certain obligations required to be preferred by law) equally with allother unsecured obligations (other than subordinated obligations, if any) of the Issuer, from timeto time outstanding.

3.2 Status of the Guarantee in respect of the Senior Notes

The obligations of the Guarantor under the Guarantee in respect of the Senior Notes are direct,unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecuredobligations of the Guarantor and (save for certain obligations required to be preferred by law)rank equally with all other unsecured obligations (other than subordinated obligations, if any) ofthe Guarantor, from time to time outstanding.

3.3 Status of the Subordinated Notes

If the Notes are specified as Subordinated Notes in the applicable Final Terms, the Notes and anyrelative Receipts and Coupons are direct, conditional as described below and unsecuredobligations of the Issuer and rank pari passu among themselves.

The payment obligations of the Issuer in respect of the Subordinated Notes (whether on accountof principal, interest or otherwise) will be subordinated to all unsubordinated paymentobligations of the Issuer in the manner described below but will rank pari passu with all othersubordinated payment obligations of the Issuer which do not rank or are not expressed by theirterms to rank junior to the payment obligations under the Subordinated Notes and in priority to

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all claims of shareholders of the Issuer. The rights of the holders of the Subordinated Notesagainst the Issuer are subordinated in right of payment to the claims of all Senior Creditors andaccordingly payments in respect of the Subordinated Notes (whether on account of principal,interest or otherwise) by the Issuer are conditional upon the Issuer being solvent at the time ofsuch payment and no payment shall be payable by the Issuer in respect of the Subordinated Notesexcept to the extent that the Issuer could make such payment and any other payment required tobe made to a creditor in respect of indebtedness which ranks or is expressed to rank pari passuwith the Subordinated Notes and still be solvent immediately thereafter. For this purpose, theIssuer shall be solvent if (i) it is able to pay its debts as they fall due and (ii) its assets exceedits liabilities, and Senior Creditors shall mean, for the purposes of this Condition 3.3, creditorsof the Issuer (including depositors) other than creditors in respect of indebtedness where, by theterms of such indebtedness, the claims of the holders of such indebtedness rank or are expressedto rank pari passu with, or junior to, the claims of the Noteholders.

Each holder of a Subordinated Note unconditionally and irrevocably waives any right of set-off,counterclaim, abatement or other similar remedy which it might otherwise have, under the lawsof any jurisdiction, in respect of such Note. No collateral is or will be given for the paymentobligations under the Subordinated Notes and any collateral that may have been or may in thefuture be given in connection with other indebtedness of the Issuer shall not secure the paymentobligations under the Subordinated Notes.

3.4 Status of the Guarantee in respect of the Subordinated Notes

The Guarantee in respect of the Subordinated Notes is a direct, conditional as described belowand unsecured obligation of the Guarantor.

The payment obligations of the Guarantor under the Guarantee in respect of the SubordinatedNotes will be subordinated to all unsubordinated payment obligations of the Guarantor in themanner described below but will rank pari passu with all other subordinated payment obligationsof the Guarantor which do not rank or are not expressed by their terms to rank junior to thepayment obligations of the Guarantor under the Guarantee in respect of the Subordinated Notesand in priority to all claims of shareholders of the Guarantor. The rights of the holders of theSubordinated Notes against the Guarantor under the Guarantee in respect of the SubordinatedNotes are subordinated in right of payment to the claims of all Senior Creditors and accordinglypayments in respect of the Guarantee in respect of the Subordinated Notes by the Guarantor areconditional upon the Guarantor being solvent at the time of such payment and no payment shallbe payable by the Guarantor under the Guarantee in respect of the Subordinated Notes except tothe extent that the Guarantor could make such payment and any other payment required to bemade to a creditor in respect of indebtedness which ranks or is expressed to rank pari passu withthe payment obligations of the Guarantor under the Guarantee in respect of the SubordinatedNotes and still be solvent immediately thereafter. For this purpose, the Guarantor shall be solventif (i) it is able to pay its debts as they fall due and (ii) its assets exceed its liabilities, and SeniorCreditors shall mean, for the purposes of this Condition 3.4, creditors of the Guarantor (includingdepositors) other than creditors in respect of indebtedness where, by the terms of suchindebtedness, the claims of the holders of such indebtedness rank or are expressed to rank paripassu with, or junior to, the claims of the holders of the Subordinated Notes under the Guarantee.

Each holder of a Subordinated Note unconditionally and irrevocably waives any right of set-off,counterclaim, abatement or other similar remedy which it might otherwise have, under the lawsof any jurisdiction, in respect of the Guarantee in respect of the Subordinated Notes. Nocollateral is or will be given for the payment obligations under the Guarantee in respect of theSubordinated Notes and any collateral that may have been or may in the future be given inconnection with other indebtedness of the Guarantor shall not secure the payment obligations ofthe Guarantor under the Guarantee in respect of the Subordinated Notes.

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4. NEGATIVE PLEDGE

This Condition 4 only applies to Senior Notes.

So long as any Note remains outstanding (as defined in the Agency Agreement), neither theIssuer nor (in the case of Guaranteed Notes) the Guarantor shall, and the Issuer and (in the caseof Guaranteed Notes) the Guarantor shall procure that none of their respective MaterialSubsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien,pledge or other security interest other than a Permitted Security Interest (each, a SecurityInterest) upon, or with respect to, any of its present or future business, undertaking, assets orrevenues (including any uncalled capital) to secure (i) any Relevant Indebtedness (as definedbelow) or Relevant Sukuk Obligation (as defined below), or (ii) any guarantee or indemnity inrespect of any Relevant Indebtedness or Relevant Sukuk Obligation, unless the Issuer or (in thecase of Guaranteed Notes) the Guarantor, as the case may be, in the case of the creation of aSecurity Interest, before or at the same time and, in any other case, promptly, takes any and allaction necessary to ensure that:

(a) all amounts payable by it under the Notes and/or the Guarantee, as the case may be, aresecured by the Security Interest equally and rateably with the Relevant Indebtedness,Relevant Sukuk Obligation, guarantee or indemnity, as the case may be; or

(b) such other Security Interest or other arrangement (whether or not it includes the giving ofa Security Interest) is approved by an Extraordinary Resolution (as defined in the AgencyAgreement) of the Noteholders.

For the purposes of these Conditions:

Covered Bond means any bond, note, debenture or other security (however defined) designatedby the Issuer and/or the Guarantor, as the case may be, as a covered bond and secured on asegregated pool of assets;

Excluded Subsidiary means at any time a Subsidiary of the Issuer or the Guarantor, as the casemay be, which is a special purpose entity whose principal assets are constituted by a project orprojects and none of whose Indebtedness or Sukuk Obligations are directly or indirectly thesubject of security or a guarantee, indemnity or any other form of assurance, undertaking orsupport from the Issuer or the Guarantor or any of their respective Material Subsidiaries;

Group means the Bank together with its Subsidiaries;

Indebtedness means any indebtedness of any Person for money borrowed or raised including(without limitation) any indebtedness for or in respect of:

(i) amounts raised by acceptance under any acceptance credit facility;

(ii) amounts raised under any note purchase facility;

(iii) the amount of any liability in respect of leases or hire purchase contracts which would, inaccordance with applicable law and generally accepted accounting principles, be treated asfinance or capital leases;

(iv) the amount of any liability in respect of any purchase price for assets or services thepayment of which is deferred for a period in excess of 60 days; and

(v) amounts raised under any other transaction (including, without limitation, any forward saleor purchase agreement) having the commercial effect of a borrowing,

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and, for the avoidance of doubt, Indebtedness shall be deemed to include any debt or otherfinancing arrangement issued (or intended to be issued) in compliance with the principles ofShari’ah, whether entered into directly or indirectly by the Issuer or the Guarantor or a memberof the Group, as the case may be;

Material Subsidiary means, in relation to the Issuer or the Guarantor, any Subsidiary not beingan Excluded Subsidiary (i) whose total assets represent not less than 10 per cent. of theconsolidated total assets of the Issuer or the Guarantor (as the case may be) and its Subsidiariestaken as a whole, (ii) whose external revenues are not less than 10 per cent. of the consolidatedrevenues of the Issuer or the Guarantor (as the case may be) and its Subsidiaries taken as a whole,in each case in respect of the immediately preceding sub-paragraphs (i) and (ii), as calculated byreference to the most recent audited consolidated financial statements of the Issuer or theGuarantor (as the case may be) or (iii) to which is transferred all or substantially all of thebusiness, undertaking or assets of a Subsidiary that immediately prior to such transfer is aMaterial Subsidiary, whereupon the transferor Subsidiary shall immediately cease to be aMaterial Subsidiary and the transferee Subsidiary shall immediately become a MaterialSubsidiary, but shall cease to be a Material Subsidiary under this sub-paragraph (iii) (but withoutprejudice to the provisions of sub-paragraph (i) or (ii) above) upon publication of its next auditedconsolidated financial statements. If (i) the Issuer or any other Subsidiary of the Guarantor orthe Issuer (as the case may be) shall not in respect of any relevant financial period for whateverreason produce audited accounts or (ii) the Issuer or any other Subsidiary of the Guarantor or theIssuer (as the case may be) shall not have produced at the relevant time for the calculationsrequired pursuant to this definition audited accounts for the same period as the period to whichthe latest audited consolidated accounts of the Issuer or the Guarantor (as the case may be) andits Subsidiaries relate, then there shall be substituted for the purposes of this definition themanagement accounts of the Issuer or such Subsidiary (as the case may be) for such period.

A report by the Chief Executive Officer and the Head of Group Finance (or any person who atany time carries out the equivalent functions of such person (regardless of such person’s title))of the Issuer or the Guarantor, as applicable, that in their opinion a Subsidiary is or was or wasnot at any particular time or throughout a specified period a Material Subsidiary shall, in theabsence of manifest error, be conclusive and binding on all parties;

Permitted Security Interest means any Security Interest (i) in respect of any RelevantIndebtedness or Relevant Sukuk Obligation of any member of the Group incurred (a) to financethe ownership, acquisition, development, redevelopment or operation of any asset or (b) tofinance or facilitate the receipt of any specified revenues or receivables in respect of which thePerson or Persons to whom any such Relevant Indebtedness or Relevant Sukuk Obligation is ormay be owed (for the purpose of this definition, the Lender) by such member of the Group (forthe purposes of this definition, the Borrower) has or have no recourse whatsoever to any othermember of the Group for the repayment thereof other than (1) recourse to the relevant Borrowerfor amounts limited to the cash flow or the net cash flow from such asset, revenues orreceivables, as the case may be, and/or (2) recourse to the proceeds of enforcement of anySecurity Interest (x) given by such Borrower over such asset, revenues or receivables or theincome, cash flow or other proceeds deriving therefrom and/or (y) given by any owner of avoting equity interest in a Borrower over such equity interest to secure such RelevantIndebtedness or Relevant Sukuk Obligation; provided, that the extent of such recourse to suchBorrower is limited solely to the amount of any recoveries made in respect of such enforcement;(ii) granted in relation to any Covered Bonds issued by any member of the Group; or (iii)securing Relevant Indebtedness or Relevant Sukuk Obligations of any Person existing at the timethat such Person is acquired by or merged into or consolidated with any member of the Group;provided, however, that such Security Interest was not created in contemplation of suchacquisition, merger or consolidation and does not extend to any assets or property of any memberof the Group other than that of such Person prior to such acquisition, merger or consolidation,as the case may be;

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Person means any individual, company, corporation, firm, partnership, joint venture,association, organisation, state or agency of a state or other entity, whether or not having separatelegal personality;

Relevant Indebtedness means any present or future Indebtedness (whether being principal,premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenturestock, loan stock or other securities which for the time being are, or are intended to be, or arecapable of being, quoted, listed or ordinarily dealt in or traded on any stock exchange,over-the-counter or other securities market;

Relevant Sukuk Obligation means any undertaking or other obligation to pay any money givenin connection with the issue of Islamic compliant certificates, whether or not in return forconsideration of any kind, which for the time being are, or are intended to be, or are capable ofbeing, quoted, listed or ordinarily dealt in or traded on any stock exchange, over-the-counter orother securities market;

Subsidiary means in relation to any Person (the first person) at any particular time, any otherPerson (the second person) whose affairs and policies the first person controls or has power tocontrol, whether by ownership of share capital, contract, the power to appoint or removemembers of the governing body of the second person or otherwise; and

Sukuk Obligation means any undertaking or other obligation to pay money given in connectionwith the issue of certificates whether or not in return for consideration of any kind.

5. INTEREST

5.1 Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at therate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the InterestPayment Date(s) in each year up to (and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the applicable Final Terms, the amountof interest payable on each Interest Payment Date in respect of the Fixed Interest Period endingon (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest onany Interest Payment Date will, if so specified in the applicable Final Terms, amount to theBroken Amount so specified.

As used in the Conditions, Fixed Interest Period means the period from (and including) anInterest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first)Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount orBroken Amount is specified in the applicable Final Terms, interest shall be calculated in respectof any period by applying the Rate of Interest to:

(i) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregateoutstanding nominal amount of the Fixed Rate Notes represented by such Global Note(or, if they are Partly Paid Notes, the aggregate amount paid up); or

(ii) in the case of Fixed Rate Notes in definitive form or AMTNs, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding theresultant figure to the nearest sub-unit of the relevant Specified Currency, half of any suchsub-unit being rounded upwards or otherwise in accordance with applicable market convention.Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the

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Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall bethe product of the amount (determined in the manner provided above) for the Calculation Amountand the amount by which the Calculation Amount is multiplied to reach the SpecifiedDenomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordancewith this Condition 5.1:

(a) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(i) in the case of Notes where the number of days in the relevant period from (andincluding) the most recent Interest Payment Date (or, if none, the InterestCommencement Date) to (but excluding) the relevant payment date (the AccrualPeriod) is equal to or shorter than the Determination Period during which the AccrualPeriod ends, the number of days in such Accrual Period divided by the product of (I)the number of days in such Determination Period and (II) the number of DeterminationDates (as specified in the applicable Final Terms) that would occur in one calendaryear; or

(ii) in the case of Notes where the Accrual Period is longer than the Determination Periodduring which the Accrual Period ends, the sum of:

(A) the number of days in such Accrual Period falling in the Determination Periodin which the Accrual Period begins divided by the product of (x) the number ofdays in such Determination Period and (y) the number of Determination Datesthat would occur in one calendar year; and

(B) the number of days in such Accrual Period falling in the next DeterminationPeriod divided by the product of (x) the number of days in such DeterminationPeriod and (y) the number of Determination Dates that would occur in onecalendar year;

(b) if “30/360” is specified in the applicable Final Terms, the number of days in the period from(and including) the most recent Interest Payment Date (or, if none, the InterestCommencement Date) to (but excluding) the relevant payment date (such number of daysbeing calculated on the basis of a year of 360 days with 12 30-day months) divided by 360;and

(c) if “RBA Bond Basis” is specified in the applicable Final Terms, means one divided by thenumber of Interest Payment Dates in a year or where the Calculation Period does notconstitute an Interest Period, the actual number of days in the Calculation Period dividedby 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of:

(i) the actual number of days in that portion of the Calculation Period falling in a leapyear divided by 366; and

(ii) the actual number of days in that portion of the Calculation Period falling in anon-leap year divided by 365).

In the Conditions:

Determination Period means each period from (and including) a Determination Date to (butexcluding) the next Determination Date (including, where either the Interest CommencementDate or the final Interest Payment Date is not a Determination Date, the period commencing onthe first Determination Date prior to, and ending on the first Determination Date falling after,such date); and

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sub-unit means, with respect to any currency other than euro, the lowest amount of such

currency that is available as legal tender in the country of such currency and, with respect to

euro, one cent.

5.2 Interest on Floating Rate Notes and Index Linked Interest Notes

(a) Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the

Interest Commencement Date and such interest will be payable in arrear on either:

(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final

Terms; or

(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms,

each date (each such date, together with each Specified Interest Payment Date, an

Interest Payment Date) which falls the number of months or other period specified

as the Specified Period in the applicable Final Terms after the preceding Interest

Payment Date or, in the case of the first Interest Payment Date, after the Interest

Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression shall, in the

Conditions, mean the period from (and including) an Interest Payment Date (or the Interest

Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no

numerically corresponding day in the calendar month in which an Interest Payment Date should

occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business

Day, then, if the Business Day Convention specified is:

(i) in any case where Specified Periods are specified in accordance with Condition 5.2(a)(ii)

above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x)

above, shall be the last day that is a Business Day in the relevant month and the provisions

of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed

to the next day which is a Business Day unless it would thereby fall into the next calendar

month, in which event (i) such Interest Payment Date shall be brought forward to the

immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall

be the last Business Day in the month which falls the Specified Period after the preceding

applicable Interest Payment Date occurred; or

(ii) the Following Business Day Convention, such Interest Payment Date shall be

postponed to the next day which is a Business Day; or

(iii) the Modified Following Business Day Convention, such Interest Payment Date shall

be postponed to the next day which is a Business Day unless it would thereby fall into

the next calendar month, in which event such Interest Payment Date shall be brought

forward to the immediately preceding Business Day; or

(iv) the Preceding Business Day Convention, such Interest Payment Date shall be brought

forward to the immediately preceding Business Day.

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In these Conditions, Business Day means a day which is:

(a) a day on which commercial banks and foreign exchange markets settle payments and are

open for general business (including dealing in foreign exchange and foreign currency

deposits) in London and each Additional Business Centre (other than TARGET2 System)

specified in the applicable Final Terms;

(b) if TARGET2 System is specified as an Additional Business Centre in the applicable Final

Terms, a day on which the Trans-European Automated Real-Time Gross Settlement Express

Transfer (TARGET2) System (the TARGET2 System) is open; and

(c) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on

which commercial banks and foreign exchange markets settle payments and are open for

general business (including dealing in foreign exchange and foreign currency deposits) in

the principal financial centre of the country of the relevant Specified Currency (which, if

the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and

Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the

TARGET2 System is open.

(b) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes will be

determined in the manner specified in the applicable Final Terms.

(i) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner

in which the Rate of Interest is to be determined, the Rate of Interest for each Interest

Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable

Final Terms) the Margin (if any). For the purposes of this subparagraph (i), ISDARate for an Interest Period means a rate equal to the Floating Rate that would be

determined by the Principal Paying Agent, or the Australian Agent in the case of

AMTNs, under an interest rate swap transaction if the Principal Paying Agent, or the

Australian Agent in the case of AMTNs, were acting as Calculation Agent for that

swap transaction under the terms of an agreement incorporating the 2006 ISDA

Definitions, as published by the International Swaps and Derivatives Association, Inc.

and as amended and updated as at the Issue Date of the first Tranche of the Notes (the

ISDA Definitions) and under which:

(A) the Floating Rate Option is as specified in the applicable Final Terms;

(B) the Designated Maturity is a period specified in the applicable Final Terms; and

(C) the relevant Reset Date is the day specified in the applicable Final Terms.

For the purposes of this subparagraph (i), Floating Rate, Calculation Agent,Floating Rate Option, Designated Maturity and Reset Date have the meanings

given to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Final Terms the Minimum Rate of Interest

shall be deemed to be zero.

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(ii) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Final Terms as themanner in which the Rate of Interest is to be determined, the Rate of Interest for eachInterest Period will, subject as provided below, be either:

(A) the offered quotation; or

(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate (being either theLondon interbank offered rate (the LIBOR) or the Eurozone interbank offered rate(the EURIBOR), as specified in the applicable Final Terms) which appears or appear,as the case may be, on the Relevant Screen Page (or such replacement page on thatservice which displays the information) as at 11.00 a.m. (London time, in the case ofLIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Datein question plus or minus (as indicated in the applicable Final Terms) the Margin (ifany), all as determined by the Principal Paying Agent. If five or more of such offeredquotations are available on the Relevant Screen Page, the highest (or, if there is morethan one such highest quotation, one only of such quotations) and the lowest (or, ifthere is more than one such lowest quotation, one only of such quotations) shall bedisregarded by the Principal Paying Agent for the purpose of determining thearithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement and the Australian Agency Agreement contains provisions fordetermining the Rate of Interest in the event that the Relevant Screen Page is notavailable or if, in the case of (A) above, no such offered quotation appears or, in thecase of (B) above, fewer than three such offered quotations appear, in each case as atthe time specified in the preceding paragraph.

With respect to Exempt Notes, if the Reference Rate from time to time in respect ofFloating Rate Notes is specified in the applicable Pricing Supplement as being otherthan LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will bedetermined as provided in the applicable Pricing Supplement.

(c) Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Final Terms specify a Minimum Rate of Interest for any Interest Period,then, in the event that the Rate of Interest in respect of such Interest Period determined inaccordance with the provisions of paragraph (b) above is less than such Minimum Rate ofInterest, the Rate of Interest for such Interest Period shall be such Minimum Rate ofInterest.

If the applicable Final Terms specify a Maximum Rate of Interest for any Interest Period,then, in the event that the Rate of Interest in respect of such Interest Period determined inaccordance with the provisions of paragraph (b) above is greater than such Maximum Rateof Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate ofInterest.

(d) Determination of Rate of Interest and calculation of Interest Amounts

The Principal Paying Agent, or the Australian Agent in the case of AMTNs, will at or assoon as practicable after each time at which the Rate of Interest is to be determined,determine the Rate of Interest for the relevant Interest Period.

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The Principal Paying Agent, or the Australian Agent in the case of AMTNs, will calculatethe amount of interest (the Interest Amount) payable on the Floating Rate Notes for therelevant Interest Period by applying the Rate of Interest to:

(i) in the case of Floating Rate Notes which are represented by a Global Note, theaggregate outstanding nominal amount of the Notes represented by such Global Note(or, if they are Partly Paid Notes, the aggregate amount paid up);

(ii) in the case of Floating Rate Notes which are AMTNs, the aggregate outstandingnominal amount of the Notes; or

(iii) in the case of Floating Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding theresultant figure to the nearest sub-unit of the relevant Specified Currency, half of any suchsub-unit being rounded upwards or otherwise in accordance with applicable market convention.Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note indefinitive form is a multiple of the Calculation Amount, the Interest Amount payable in respectof such Note shall be the product of the amount (determined in the manner provided above) forthe Calculation Amount and the amount by which the Calculation Amount is multiplied to reachthe Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordancewith this Condition 5.2:

(i) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Final Terms, theactual number of days in the Interest Period divided by 365 (or, if any portion of thatInterest Period falls in a leap year, the sum of (I) the actual number of days in that portionof the Interest Period falling in a leap year divided by 366 and (II) the actual number ofdays in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number ofdays in the Interest Period divided by 365;

(iii) if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number ofdays in the Interest Period divided by 365 or, in the case of an Interest Payment Date fallingin a leap year, 366;

(iv) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in theInterest Period divided by 360;

(v) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, thenumber of days in the Interest Period divided by 360, calculated on a formula basis asfollows:

Day Count Fraction =[360 x (Y2-Y1)] + [30 x (M2-M1)] + (D2-D1)

360

where:

Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last dayof the Interest Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the InterestPeriod falls;

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M2 is the calendar month, expressed as a number, in which the day immediately followingthe last day of the Interest Period falls;

D1 is the first calendar day, expressed as a number, of the Interest Period, unless suchnumber is 31, in which case D1 will be 30; and

D2 is the calendar day, expressed as a number, immediately following the last day includedin the Interest Period, unless such number would be 31 and D1 is greater than 29, in whichcase D2 will be 30;

(vi) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number ofdays in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2-Y1)] + [30 x (M2-M1)] + (D2-D1)

360

where:

Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last dayof the Interest Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the InterestPeriod falls;

M2 is the calendar month, expressed as a number, in which the day immediately followingthe last day of the Interest Period falls;

D1 is the first calendar day, expressed as a number, of the Interest Period, unless suchnumber would be 31, in which case D1 will be 30; and

D2 is the calendar day, expressed as a number, immediately following the last day includedin the Interest Period, unless such number would be 31, in which case D2 will be 30;

(vii) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in theInterest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 x (Y2-Y1)] + [30 x (M2-M1)] + (D2-D1)

360

where:

Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last dayof the Interest Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the InterestPeriod falls;

M2 is the calendar month, expressed as a number, in which the day immediately followingthe last day of the Interest Period falls;

D1 is the first calendar day, expressed as a number, of the Interest Period, unless (i) thatday is the last day of February or (ii) such number would be 31, in which case D1 will be30; and

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D2 is the calendar day, expressed as a number, immediately following the last day includedin the Interest Period, unless (i) that day is the last day of February but not the MaturityDate or (ii) such number would be 31, in which case D2 will be 30.

(e) Notification of Rate of Interest and Interest Amounts

The Principal Paying Agent, or the Australian Agent in the case of AMTNs, will cause theRate of Interest and each Interest Amount for each Interest Period and the relevant InterestPayment Date to be notified to the Issuer, the Guarantor (in the case of Guaranteed Notes)and any stock exchange on which the relevant Floating Rate Notes or Index Linked InterestNotes are for the time being listed and notice thereof to be published in accordance withCondition 14 as soon as possible after their determination but in no event later than thefourth London Business Day thereafter. Each Interest Amount and Interest Payment Date sonotified may subsequently be amended (or appropriate alternative arrangements made byway of adjustment) without prior notice in the event of an extension or shortening of theInterest Period. Any such amendment will be promptly notified to each stock exchange onwhich the relevant Floating Rate Notes or Index Linked Interest Notes are for the timebeing listed and to the Noteholders in accordance with Condition 14. For the purposes ofthis paragraph, the expression London Business Day means a day (other than a Saturdayor a Sunday) on which banks and foreign exchange markets are open for general businessin London.

(f) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations anddecisions given, expressed, made or obtained for the purposes of the provisions of thisCondition 5.2, whether by the Principal Paying Agent, the Australian Agent in the case ofAMTNs, or, if applicable, the Calculation Agent, shall (in the absence of wilful default, badfaith or manifest error) be binding on the Issuer, the Guarantor (in the case of GuaranteedNotes), the Principal Paying Agent, the Australian Agent in the case of AMTNs, theCalculation Agent (if applicable), the other Agents and all Noteholders, Receiptholders andCouponholders and (in the absence of wilful default or bad faith) no liability to the Issuer,the Guarantor (in the case of Guaranteed Notes), the Noteholders, the Receiptholders or theCouponholders shall attach to the Principal Paying Agent or, if applicable, the CalculationAgent in connection with the exercise or non-exercise by it of its powers, duties anddiscretions pursuant to such provisions.

5.3 Exempt Notes

In the case of Exempt Notes which are also Floating Rate Notes where the applicablePricing Supplement identifies that Screen Rate Determination applies to the calculation ofinterest if the Reference Rate from time to time is specified in the applicable PricingSupplement as being other than LIBOR, EURIBOR, the Rate of Interest in respect of suchExempt Notes will be determined as provided in the applicable Pricing Supplement.

The rate or amount of interest payable in respect of Exempt Notes which are not also FixedRate Notes or Floating Rate Notes shall be determined in the manner specified in theapplicable Pricing Supplement, provided that where such Notes are Index Linked InterestNotes the provisions of Condition 5.2 shall, save to the extent amended in the applicablePricing Supplement, apply as if the references therein to Floating Rate Notes and to theAgent were references to Index Linked Interest Notes and the Calculation Agent,respectively, and provided further that the Calculation Agent will notify the Agent of theRate of Interest for the relevant Interest Period as soon as practicable after calculating thesame.

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In the case of Exempt Notes which are also Partly Paid Notes (other than Partly Paid Noteswhich are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominalamount of such Notes and otherwise as specified in the applicable Pricing Supplement.

5.4 Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of suchNote) will cease to bear interest (if any) from the date for its redemption unless paymentof principal is improperly withheld or refused. In such event, interest will continue toaccrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and

(b) five days after the date on which the full amount of the moneys payable in respect ofsuch Note has been received by the Principal Paying Agent and notice to that effecthas been given to the Noteholders in accordance with Condition 14.

6. PAYMENTS

6.1 Method of payment

Subject as provided below:

(a) payments in a Specified Currency other than euro will be made by credit or transfer to anaccount in the relevant Specified Currency maintained by the payee with, a bank in theprincipal financial centre of the country of such Specified Currency (which, if the SpecifiedCurrency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland,respectively); and

(b) payments in will be made in euro by credit or transfer to a euro account (or any otheraccount to which euro may be credited or transferred) specified by the payee.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable theretoin the place of payment, but without prejudice (i) to the provisions of Condition 8; (ii) anywithholding or deduction required pursuant to an agreement described in Section 1471(b) of theU.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471through 1474 of the Code, any regulations or agreements thereunder, any official interpretationsthereof, or (without prejudice to the provisions of Condition 8) any law implementing anintergovernmental approach thereto; and (iii) any withholding or deduction required pursuant toSection 871(m) of the Code.

6.2 Presentation of definitive Bearer Notes, Receipts and Coupons

Payments of principal in respect of definitive Bearer Notes will (subject as provided below) bemade in the manner provided in Condition 6.1 above only against presentation and surrender (or,in the case of part payment of any sum due, endorsement) of definitive Bearer Notes, andpayments of interest in respect of definitive Bearer Notes will (subject as provided below) bemade as aforesaid only against presentation and surrender (or, in the case of part payment of anysum due, endorsement) of Coupons, in each case at the specified office of any Paying Agentoutside the United States (which expression, as used herein, means the United States of America(including the States and the District of Columbia and its possessions)).

Fixed Rate Notes in definitive bearer form (other than Fixed Rate Notes in Dual Currency Notes,Index Linked Notes or Long Maturity Notes (as defined below)) and save as provided inCondition 5.3 should be presented for payment together with all unmatured Couponsappertaining thereto (which expression shall for this purpose include Coupons falling to be

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issued on exchange of matured Talons), failing which the amount of any missing unmaturedCoupon (or, in the case of payment not being made in full, the same proportion of the amountof such missing unmatured Coupon as the sum so paid bears to the sum due) will be deductedfrom the sum due for payment. Each amount of principal so deducted will be paid in the mannermentioned above against surrender of the relative missing Coupon at any time before the expiryof 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal(whether or not such Coupon would otherwise have become void under Condition 9) or, if later,five years from the date on which such Coupon would otherwise have become due, but in noevent thereafter.

Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to itsMaturity Date, all unmatured Talons (if any) appertaining thereto will become void and nofurther Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or LongMaturity Note in definitive bearer form becomes due and repayable, unmatured Coupons andTalons (if any) relating thereto (whether or not attached) shall become void and no payment or,as the case may be, exchange for further Coupons shall be made in respect thereof. A LongMaturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talonattached) whose nominal amount on issue is less than the aggregate interest payable thereonprovided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date onwhich the aggregate amount of interest remaining to be paid after that date is less than thenominal amount of such Note.

If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date,interest (if any) accrued in respect of such Note from (and including) the preceding InterestPayment Date or, as the case may be, the Interest Commencement Date shall be payable onlyagainst surrender of the relevant definitive Bearer Note.

6.3 Payments in respect of Bearer Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any Global Notein bearer form will (subject as provided below) be made in the manner specified above in relationto definitive Bearer Notes and otherwise in the manner specified in the relevant Global Noteagainst presentation or surrender, as the case may be, of such Global Note at the specified officeof any Paying Agent outside the United States. A record of each payment made againstpresentation or surrender of any Global Note in bearer form, distinguishing between any paymentof principal and any payment of interest, will be made on such Global Note by the Paying Agentto which it was presented and such record shall be prima facie evidence that the payment inquestion has been made.

6.4 Specific provisions in relation to payments in respect of certain types of ExemptNotes

Payments of instalments of principal (if any) in respect of definitive Bearer Notes, other than thefinal instalment, will (subject as provided below) be made in the manner provided in Condition6.1 above only against presentation and surrender (or, in the case of part payment of any sumdue, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Paymentof the final instalment will be made in the manner provided in Condition 6.1 above only againstpresentation and surrender (or, in the case of part payment of any sum due, endorsement) of therelevant Bearer Note in accordance with the preceding paragraph. Each Receipt must bepresented for payment of the relevant instalment together with the definitive Bearer Note towhich it appertains. Receipts presented without the definitive Bearer Note to which theyappertain do not constitute valid obligations of the Issuer. Upon the date on which any definitiveBearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whetheror not attached) shall become void and no payment shall be made in respect thereof.

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Upon the date on which any Dual Currency Note or Index Linked Note in definitive bearer formbecomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether ornot attached) shall become void and no payment or, as the case may be, exchange for furtherCoupons shall be made in respect thereof.

6.5 Payments in respect of Registered Notes (other than AMTNs)

This Condition 6.5 does not apply to AMTNs.

Payments of principal (other than instalments of principal prior to the final instalment) in respectof each Registered Note (whether or not in global form) will be made against presentation andsurrender (or, in the case of part payment of any sum due, endorsement) of the Registered Noteat the specified office of the Registrar or any of the Paying Agents. Such payments will be madeby transfer to the Designated Account (as defined below) of the holder (or the first named of jointholders) of the Registered Note appearing in the register of holders of the Registered Notesmaintained by the Registrar (the Register) (i) where in global form, at the close of the businessday (being for this purpose, a day on which Euroclear and Clearstream, Luxembourg are open forbusiness) before the relevant due date and (ii) where in definitive form, at the close of businesson the third business day (being for this purpose a day on which banks are open for business inthe city where the specified office of the Registrar is located) before the relevant due date (theRecord Date). Notwithstanding the previous sentence, if (i) a holder does not have a DesignatedAccount or (ii) the principal amount of the Notes held by a holder is less than U.S.$250,000 (orits approximate equivalent in any other Specified Currency), payment will instead be made bya cheque in the Specified Currency drawn on a Designated Bank (as defined below) and mailedby uninsured mail on the business day in the city where the specified office of the Registrar islocated immediately preceding the relevant due date to the holder at his address shown in theRegister on the Record Date and at his risk. For these purposes, Designated Account means theaccount maintained by a holder with a Designated Bank and identified as such in the Registerand Designated Bank means (in the case of payment in a Specified Currency other than euro)a bank in the principal financial centre of the country of such Specified Currency (which, if theSpecified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland,respectively) and (in the case of a payment in euro) any bank which processes payments in euro.

Payments of interest and payments of instalments of principal (other than interest due onredemption and final instalment or principal) in respect of each Registered Note (whether or notin global form) will, subject as provided below, be made by a cheque in the Specified Currencydrawn on a Designated Bank and mailed by uninsured mail on the business day in the city wherethe specified office of the Registrar is located immediately preceding the relevant due date to theholder (or the first named of joint holders) of the Registered Note appearing in the Register (i)where in global form, at the close of the business day (being for this purpose, a day on whichEuroclear and Clearstream, Luxembourg are open for business) before the relevant due date and(ii) where in definitive form, at the close of business on the Record Date at his address shownin the Register on the Record Date and at his risk. Upon application of the holder to the specifiedoffice of the Registrar not less than three business days in the city where the specified office ofthe Registrar is located before the due date for any payment of interest in respect of a RegisteredNote, the payment may be made by transfer on the due date in the manner provided in thepreceding paragraph. Any such application for transfer shall be deemed to relate to all futurepayments of interest (other than interest due on redemption) and instalments of principal (otherthan the final instalment) in respect of the Registered Notes which become payable to the holderwho has made the initial application until such time as the Registrar is notified in writing to thecontrary by such holder. Payment of the interest due in respect of each Registered Note onredemption and the final instalment of principal will be made in the same manner as payment ofthe principal amount of such Registered Note.

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Holders of Registered Notes will not be entitled to any interest or other payment for any delayin receiving any amount due in respect of any Registered Note as a result of a cheque posted inaccordance with this Condition arriving after the due date for payment or being lost in the post.No commissions or expenses shall be charged to such holders by the Registrar in respect of anypayments of principal or interest in respect of the Registered Notes.

None of the Issuer, the Guarantor (in the case of Guaranteed Notes) and the Paying Agents willhave any responsibility or liability for any aspect of the records relating to, or payments madeon account of, beneficial ownership interests in the Registered Global Notes or for maintaining,supervising or reviewing any records relating to such beneficial ownership interests.

6.6 General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in respect ofNotes represented by such Global Note and the Issuer or, as the case may be, the Guarantor willbe discharged by payment to, or to the order of, the holder of such Global Note in respect of eachamount so paid. Each of the persons shown in the records of Euroclear or Clearstream,Luxembourg as the beneficial holder of a particular nominal amount of Notes represented bysuch Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be,for his share of each payment so made by the Issuer or, as the case may be, the Guarantor to, orto the order of, the holder of such Global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/orinterest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments ofprincipal and/or interest in respect of such Notes will be made at the specified office of a PayingAgent in the United States if:

(a) the Issuer has appointed Paying Agents with specified offices outside the United States withthe reasonable expectation that such Paying Agents would be able to make payment in U.S.dollars at such specified offices outside the United States of the full amount of principaland interest on the Bearer Notes in the manner provided above when due;

(b) payment of the full amount of such principal and interest at all such specified officesoutside the United States is illegal or effectively precluded by exchange controls or othersimilar restrictions on the full payment or receipt of principal and interest in U.S. dollars;and

(c) such payment is then permitted under United States law without involving, in the opinionof the Issuer and (in the case of Guaranteed Notes) the Guarantor, adverse tax consequencesto the Issuer or (in the case of Guaranteed Notes) the Guarantor.

6.7 Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a PaymentDay, the holder thereof shall not be entitled to payment until the next following Payment Dayin the relevant place and shall not be entitled to further interest or other payment in respect ofsuch delay. For these purposes, Payment Day means any day which (subject to Condition 9) is:

(a) a day on which commercial banks and foreign exchange markets settle payments and areopen for general business (including dealing in foreign exchange and foreign currencydeposits) in:

(i) in the case of Notes in definitive form only, the relevant place of presentation;

(ii) each Additional Financial Centre (other than TARGET2 System) specified in theapplicable Final Terms;

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(iii) if TARGET2 System is specified as an Additional Financial Centre in the applicableFinal Terms, a day on which the TARGET2 System is open; and

(b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day onwhich commercial banks and foreign exchange markets settle payments and are open forgeneral business (including dealing in foreign exchange and foreign currency deposits) inthe principal financial centre of the country of the relevant Specified Currency (which, ifthe Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney andAuckland, respectively) or (B) in relation to any sum payable in euro, a day on which theTARGET2 System is open.

6.8 Interpretation of principal and interest

Any reference in the Conditions to principal in respect of the Notes shall be deemed to include,as applicable:

(a) any additional amounts which may be payable with respect to principal under Condition 8;

(b) the Final Redemption Amount of the Notes;

(c) the Early Redemption Amount of the Notes;

(d) the Optional Redemption Amount(s) (if any) of the Notes;

(e) in relation to Exempt Notes redeemable in instalments, the Instalment Amounts;

(f) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition7.5); and

(g) any premium and any other amounts (other than interest) which may be payable by theIssuer under or in respect of the Notes.

Any reference in the Conditions to interest in respect of the Notes shall be deemed to include,as applicable, any additional amounts which may be payable with respect to interest underCondition 8.

6.9 AMTNs

(a) The Australian Agent will act (through its office in Sydney) as paying agent for AMTNspursuant to the Australian Agency Agreement. For the purposes of this Condition 6.9, inrelation to AMTNs, Business Day has the meaning given in the Australian AgencyAgreement.

(b) Payments of principal and interest will be made in Sydney in Australian dollars to thepersons registered at the close of business in Sydney on the relevant Record Date (asdefined below) as the holders of such AMTNs, subject in all cases to normal bankingpractice and all applicable laws and regulations. Payment will be made by cheques drawnon the Sydney branch of an Australian bank dispatched by post on the relevant payment dateat the risk of the Noteholder or, at the option of the Noteholder, by the Australian Agentgiving in Sydney irrevocable instructions for the effecting of a transfer of the relevant fundsto an Australian dollar account in Australia specified by the Noteholder to the AustralianAgent (or in any other manner in Sydney which the Australian Agent and the Noteholderagree).

(c) In the case of payments made by electronic transfer, payments will for all purposes be takento be made when the Australian Agent gives irrevocable instructions in Sydney for the

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making of the relevant payment by electronic transfer, being instructions which would bereasonably expected to result, in the ordinary course of banking business, in the fundstransferred reaching the account of the Noteholder on the same day as the day on which theinstructions are given.

(d) If a cheque posted or an electronic transfer for which irrevocable instructions have beengiven by the Australian Agent is shown, to the satisfaction of the Australian Agent, not tohave reached the Noteholder and the Australian Agent is able to recover the relevant funds,the Australian Agent may make such other arrangements as it thinks fit for the effecting ofthe payment in Sydney.

(e) Interest will be calculated in the manner specified in Condition 5 and will be payable to thepersons who are registered as Noteholders at the close of business in Sydney on the relevantRecord Date and cheques will be made payable to the Noteholder (or, in the case of jointNoteholders, to the first-named) and sent to their registered address, unless instructions tothe contrary are given by the Noteholder (or, in the case of joint Noteholders, by all theNoteholders) in such form as may be prescribed by the Australian Agent. Payments ofprincipal will be made to, or to the order of, the persons who are registered as Noteholdersat the close of business in Sydney on the relevant Record Date, subject, if so directed bythe Australian Agent, to receipt from them of such instructions as the Australian Agent mayrequire.

(f) If any day for payment in respect of any AMTN is not a Business Day, such payment shallnot be made until the next following day which is a Business Day, and no further interestshall be paid in respect of the delay in such payment.

(g) Payments will be subject in all cases to any fiscal or other laws and regulations applicablethereto. Neither the Issuer nor the Australian Agent shall be liable to any Noteholder orother person for any commissions, costs, losses or expenses in relation to or resulting fromsuch payments.

In this Condition 6.9 in relation to AMTNs, Record Date means, in the case of payments ofprincipal or interest, the close of business in Sydney on the date which is the fifteenth calendarday before the due date of the relevant payment of principal or interest.

7. REDEMPTION AND PURCHASE

7.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note (will beredeemed by the Issuer at its Final Redemption Amount specified in, the applicable Final Termsin the relevant Specified Currency on the Maturity Date specified in the applicable Final Terms.

7.2 Redemption for tax reasons

The Notes may (subject, in the case of Subordinated Notes, to the prior approval of the QatarCentral Bank (the QCB, which expression shall include any successor thereto as the relevantregulator of banks in the State of Qatar) to the extent such approval is required) be redeemed atthe option of the Issuer in whole, but not in part, at any time (if the Note is not a Floating RateNote,) or on any Interest Payment Date (if the Note is a Floating Rate Note), on giving not lessthan 30 nor more than 60 days’ notice to the Principal Paying Agent and, in accordance withCondition 14, the Noteholders (which notice shall be irrevocable), if:

(a) as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction(as defined in Condition 8), or any change in the application or official interpretation of thelaws or regulations of a Tax Jurisdiction, which change or amendment becomes effective on

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or after the date on which agreement is reached to issue the first Tranche of the Notes, onthe next Interest Payment Date either (i) the Issuer would be required to pay additionalamounts as provided or referred to in Condition 8, (ii) (in the case of Guaranteed Notes)the Guarantor would be unable for reasons outside its control to procure payment by theIssuer and in making payment itself would be required to pay such additional amounts or(iii) (in the case of Guaranteed Notes) the Guarantor has or will become obliged to pay suchadditional amounts on payments made under any loan from the Issuer to the Guarantor inrespect of the proceeds of the Notes; and

(b) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor takingreasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliestdate on which the Issuer or, as the case may be, the Guarantor would be obliged to pay suchadditional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shalldeliver to the Principal Paying Agent or, in the case of a notice of redemption in respect of anAMTN, the Australian Agent, to make available at its specified office to the Noteholders (i) acertificate signed by two Directors of the Issuer or, as the case may be, two Directors of theGuarantor stating that the requirement referred to in (a) above will apply or the next InterestPayment Date and setting forth a statement of facts showing that the conditions precedent to theright of the Issuer so to redeem have occurred, and an opinion of independent legal advisers ofrecognised standing to the effect that the Issuer or, as the case may be, the Guarantor has or willbecome obliged to pay such additional amounts as a result of such change or amendment. TheAustralian Agent will make such certificate available to the holders of the relevant AMTNs forinspection.

Notes redeemed pursuant to this Condition 7.2 will be redeemed at their Early RedemptionAmount referred to in Condition 7.5 below together (if appropriate) with interest accrued to (butexcluding) the date of redemption.

7.3 Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given:

(a) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance withCondition 14; and

(b) not less than 15 days before the giving of the notice referred to in (a) above, notice to thePrincipal Paying Agent;

(which notices shall be irrevocable and shall specify the date fixed for redemption) (subject, inthe case of Subordinated Notes, to the prior approval of the QCB to the extent such approval isrequired), redeem all or some only of the Notes then outstanding on any Optional RedemptionDate and at the Optional Redemption Amount(s) specified in, or determined in the mannerspecified in, the applicable Final Terms together, if appropriate, with interest accrued to (butexcluding) the relevant Optional Redemption Date. Any such redemption must be of a nominalamount not less than the Minimum Redemption Amount and not more than the MaximumRedemption Amount, in each case as may be specified in the applicable Final Terms. In the caseof a partial redemption of Notes other than AMTNs, the Notes to be redeemed (Redeemed Notes)will be selected individually by lot, in the case of Redeemed Notes represented by definitiveNotes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, in thecase of Redeemed Notes represented by a Global Note, not more than 30 days prior to the datefixed for redemption (such date of selection being hereinafter called the Selection Date) and (ii)in the case of Redeemed Notes represented by Global Note, be selected in accordance with the

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rules of Euroclear and/or Clearstream, Luxembourg. In the case of Redeemed Notes represented

by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in

accordance with Condition 14 not less than 15 days prior to the date fixed for redemption. No

exchange of the relevant Global Note will be permitted during the period from (and including)

the Selection Date to (and including) the date fixed for redemption pursuant to this Condition 7.3

and notice to that effect shall be given by the Issuer to the Noteholders in accordance with

Condition 14 at least five days prior to the Selection Date.

In the case of a partial redemption of AMTNs, the AMTNs to be redeemed must be specified in

the notice and selected (i) in a fair and reasonable manner; and (ii) in compliance with any

applicable law, directive or requirement of any stock exchange or other relevant authority on

which the AMTNs are listed.

7.4 Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified as being applicable in the applicable Final Terms, upon the holder of

any Note giving to the Issuer in accordance with Condition 14 not less than 15 nor more than

30 days’ notice the Issuer will, upon the expiry of such notice, redeem, subject to, and in

accordance with, the terms specified in the applicable Final Terms, such Note on the Optional

Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest

accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor Put

can be exercised, certain conditions and/or circumstances will need to be satisfied. Where

relevant, the provisions will be set out in the applicable Final Terms.

To exercise the right to require redemption of the Note the holder of the Note must, if the Note

is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the

specified office of any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case

of Registered Notes other than AMTNs) at any time during normal business hours of such Paying

Agent or, as the case may be, the Registrar falling within the notice period, a duly completed and

signed notice of exercise in the form (for the time being current) obtainable from any specified

office of any Paying Agent or, as the case may be, the Registrar (a Put Notice) and in which the

holder must specify a bank account (or, if payment is required to be made by cheque, an address)

to which payment is to be made under this Condition and, in the case of Registered Notes other

than AMTNs, the nominal amount thereof to be redeemed and, if less than the full nominal

amount of the Registered Notes so surrendered is to be redeemed, an address to which a new

Registered Note in respect of the balance of such Registered Notes is to be sent subject to and

in accordance with Condition 2.2, in each case accompanied by the Note or evidence satisfactory

to the Paying Agent concerned (in the case of Bearer Notes) or the Registrar (in the case of

Registered Notes other than AMTNs) that the Note will, following delivery of the Put Notice, be

held to its order or under its control. If the Note is represented by a Global Note or is in definitive

form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require

redemption of the Note the holder of the Note must, within the notice period, give notice to the

Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered

Notes other than AMTNs) of such exercise in accordance with the standard procedures of

Euroclear and Clearstream, Luxembourg (which may include notice being given on his

instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the

Principal Paying Agent or the Registrar, as the case may be, by electronic means) in a form

acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if the Note is

represented by a Global Note, at the same time present or procure the presentation of the relevant

Global Note to the Principal Paying Agent or the Registrar, as the case may be, for notation

accordingly.

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Any Put Notice or other notice given in accordance with the standard procedures of Euroclearand Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 7.4 shallbe irrevocable except where, prior to the due date of redemption, an Event of Default hasoccurred and is continuing, in which event such holder, at its option, may elect by notice to theIssuer to withdraw the notice given pursuant to this Condition 7.4 and instead to declare suchNote forthwith due and payable pursuant to Condition 10.

7.5 Early Redemption Amounts

For the purpose of Condition 7.2 above and Condition 10, each Note will be redeemed at its EarlyRedemption Amount calculated as follows:

(a) each Note (other than a Zero Coupon Note) will be redeemed at its Early RedemptionAmount; and

(b) each Zero Coupon Note will be redeemed, at an amount (the Amortised Face Amount)calculated in accordance with the following formula:

Early Redemption Amount = RP x (1 + AY)y

where:

RP means the Reference Price;

AY means the Accrual Yield expressed as a decimal; and

y is a Day Count Fraction specified in the applicable Final Terms which will be either (i)30/360 (in which case the numerator of will be equal to the number of days (calculated onthe basis of a 360-day year consisting of 12 months of 30 days each) from (and including)the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed forredemption or (as the case may be) the date upon which such Note becomes due andrepayable and the denominator will be 360 or (ii) Actual/360 (in which case the numeratorwill be equal to the actual number of days from (and including) the Issue Date of the firstTranche of the Notes to (but excluding) the date fixed for redemption or (as the case maybe) the date upon which such Note becomes due and repayable and the denominator will be360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number ofdays from (and including) the Issue Date of the first Tranche of the Notes to (but excluding)the date fixed for redemption or (as the case may be) the date upon which such Notebecomes due and repayable and the denominator will be 365).

7.6 Specific redemption provisions applicable to certain types of Exempt Notes

The Final Redemption Amount, any Optional Redemption Amount and the Early RedemptionAmount in respect of Index Linked Redemption Notes and Dual Currency Redemption Notes maybe specified in, or determined in the manner specified in, the applicable Pricing Supplement. Forthe purposes of Condition 7.2, Index Linked Interest Notes and Dual Currency Interest Notesmay be redeemed only on an Interest Payment Date.

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Datesspecified in the applicable Pricing Supplement. In the case of early redemption, the EarlyRedemption Amount of Instalment Notes will be determined in the manner specified in thePricing Supplement.

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, inaccordance with the provisions of this Condition and the applicable Final Terms.

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7.7 Purchases

The Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor may (subject, in thecase of Subordinated Notes, to the prior approval of the QCB to the extent such approval isrequired) at any time purchase Notes (provided that, in the case of definitive Notes, allunmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at anyprice in the open market or otherwise. Such Notes may be held, reissued, resold or, at the optionof the Issuer or the Guarantor, surrendered to any Paying Agent and/ or the Registrar forcancellation.

7.8 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts,Coupons and Talons attached thereto or surrendered therewith at the time of redemption). AllNotes so cancelled and any Notes purchased and cancelled pursuant to Condition 7.7 above(together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall beforwarded to the Principal Paying Agent and cannot be reissued or resold.

7.9 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero CouponNote pursuant to Condition 7.1, 7.2, 7.3 or 7.4 above or upon its becoming due and repayableas provided in Condition 10 is improperly withheld or refused, the amount due and repayable inrespect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.5above as though the references therein to the date fixed for the redemption or the date uponwhich such Zero Coupon Note becomes due and payable were replaced by references to the datewhich is the earlier of:

(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(b) five days after the date on which the full amount of the moneys payable in respect of suchZero Coupon Notes has been received by the Principal Paying Agent and notice to thateffect has been given to the Noteholders in accordance with Condition 14.

If any AMTN represented by an AMTN Certificate is redeemed or purchased and cancelled inaccordance with this Condition 7 then (i) the applicable AMTN Certificate will be deemed to besurrendered and cancelled without any further formality, and (ii) where some, but not all, of theAMTNs represented by that AMTN Certificate are so redeemed, the Issuer will, promptly andwithout charge, issue and deliver, and procure the authentication by the Australian Agent of, anew AMTN Certificate in respect of those AMTNs that had been represented by the originalAMTN Certificate and which remain outstanding following such redemption.

8. TAXATION

All payments of principal and interest in respect of the Notes, Receipts and Coupons by or onbehalf of the Issuer or the Guarantor (in the case of Guaranteed Notes) will be made withoutwithholding or deduction for or on account of any present or future taxes or duties of whatevernature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding ordeduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor willpay such additional amounts as shall be necessary in order that the net amounts received by theholders of the Notes, Receipts or Coupons after such withholding or deduction shall equal therespective amounts of principal and interest which would otherwise have been receivable in

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respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholdingor deduction; except that no such additional amounts shall be payable with respect to any Note,Receipt or Coupon:

(a) presented for payment in a Tax Jurisdiction; or

(b) presented for payment by or on behalf of a holder who is liable for the Taxes in respect ofsuch Note, Receipt or Coupon by reason of his having some connection with a TaxJurisdiction other than the mere holding of such Note, Receipt or Coupon; or

(c) presented for payment more than 30 days after the Relevant Date (as defined below) exceptto the extent that the holder thereof would have been entitled to additional amounts onpresenting the same for payment on such thirtieth day assuming that day to have been aPayment Day (as defined in Condition 6.7).

As used herein:

(i) Tax Jurisdiction means the Cayman Islands and the State of Qatar or any politicalsubdivision or any authority thereof or therein having power to tax (in the case ofpayments by Doha Finance) or the State of Qatar or any political subdivision or anyauthority thereof or therein having power to tax (in the case of payments by the Bank);and

(ii) the Relevant Date means the date on which such payment first becomes due, exceptthat, if the full amount of the moneys payable has not been duly received by thePrincipal Paying Agent on or prior to such due date, it means the date on which, thefull amount of such moneys having been so received, notice to that effect is duly givento the Noteholders in accordance with Condition 14.

9. PRESCRIPTION

The Notes, (whether in bearer or registered form) Receipts and Coupons will become void unlessclaims in respect of principal and/or interest are made within a period of 10 years (in the caseof principal) and five years (in the case of interest) after the Relevant Date (as defined inCondition 8) therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon theclaim for payment in respect of which would be void pursuant to this Condition 9 or Condition6.2 or any Talon which would be void pursuant to Condition 6.2.

10. EVENTS OF DEFAULT

10.1 Events of Default for Senior Notes

This Condition 10.1 only applies to Senior Notes.

If any one or more of the following events (each an Event of Default) shall occur and becontinuing:

(a) if default is made in the payment in the Specified Currency of any principal or interest duein respect of the Notes or any of them and the default continues for a period of 7 days ormore in the case of principal or 14 days or more in the case of interest; or

(b) the Issuer or (in the case of Guaranteed Notes) the Guarantor fails to perform or observeany of its other obligations under the Conditions, the Guarantee or the Note (AMTN) Deed

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Poll and (except in any case where the failure is incapable of remedy when no suchcontinuation or notice as is hereinafter mentioned will be required) the failure continues forthe period of 30 days next following the service by a Noteholder on the Issuer or theGuarantor, as the case may be, of written notice requiring the same to be remedied; or

(c) (i) any Indebtedness of the Issuer, (in the case of Guaranteed Notes) the Guarantor or anyMaterial Subsidiary is not paid when due or (as the case may be) within any originallyapplicable grace period, (ii) any such Indebtedness becomes due and payable prior to itsstated maturity by reason of default (however described) or (iii) the Issuer, (in the case ofGuaranteed Notes) the Guarantor or any Material Subsidiary fails to pay when due or (asthe case may be) within any originally applicable grace period any amount payable by itunder any Guarantee of any Indebtedness, provided that each such event shall not constitutean Event of Default unless the aggregate amount of all such Indebtedness, either alone orwhen aggregated with all other Indebtedness in respect of which such an event shall haveoccurred and be continuing, shall be more than U.S.$10,000,000 (or its equivalent in anyother currency or currencies); or

(d) one or more judgments or orders for the payment of any sum in excess of U.S.$10,000,000is rendered against the Issuer, (in the case of Guaranteed Notes) the Guarantor or anyMaterial Subsidiary of the Issuer or (in the case of Guaranteed Notes) the Guarantor andcontinues unsatisfied, unstayed and unappealed (or, if appealed, the appeal is unsuccessfuland thereafter the judgment continues unsatisfied and unstayed for a period of 30 days) fora period of 30 days after the date thereof; or

(e) any order is made by any competent court or resolution passed for the winding up ordissolution of the Issuer, (in the case of Guaranteed Notes) the Guarantor or any MaterialSubsidiary, save in connection with a Permitted Reorganisation; or

(f) the Issuer, (in the case of Guaranteed Notes) the Guarantor or any Material Subsidiaryceases or threatens to cease to carry on the whole or a substantial part of its business, savein connection with a Permitted Reorganisation, or the Issuer, (in the case of GuaranteedNotes) the Guarantor or any Material Subsidiary stops or threatens to stop payment of, oris unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due,or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law,or is adjudicated or found bankrupt or insolvent; or

(g) (i) court or other formal proceedings are initiated against the Issuer, (in the case ofGuaranteed Notes) the Guarantor or any Material Subsidiary under any applicableliquidation, insolvency, composition, reorganisation or other similar laws, or an applicationis made (or documents filed with a court) for the appointment of an administrative or otherreceiver, manager, administrator or other similar official, or an administrative or otherreceiver, manager, administrator or other similar official is appointed, in relation to theIssuer, (in the case of Guaranteed Notes) the Guarantor or any Material Subsidiary or, asthe case may be, in relation to the whole or a substantial part of the undertaking or assetsof any of them, or an encumbrancer takes possession of the whole or a substantial part ofthe undertaking or assets of any of them, or a distress, execution, attachment, sequestrationor other process is levied, enforced upon, sued out or put in force against the whole or asubstantial part of the undertaking or assets of any of them and (ii) in any case (other thanthe appointment of an administrator) is not discharged within 30 days unless suchproceedings are being actively pursued in good faith; or

(h) the Issuer, (in the case of Guaranteed Notes) the Guarantor or any Material Subsidiaryinitiates or consents to judicial proceedings relating to itself under any applicableliquidation, insolvency, composition, reorganisation or other similar laws (including theobtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or

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enters into any composition or other arrangement with, its creditors generally (or any classof its creditors) or any meeting is convened to consider a proposal for an arrangement orcomposition with its creditors generally (or any class of its creditors) save in connectionwith a Permitted Reorganisation; or

(i) any event occurs which under the laws of the Cayman Islands or the State of Qatar or anyother jurisdiction has an analogous effect to any of the events referred to in paragraphs (e)to (h) above; or

(j) at any time it is or becomes unlawful for the Issuer or (in the case of Guaranteed Notes)the Guarantor to perform or comply with any or all of its obligations under or in respectof the Notes, the Guarantee or any of the obligations of the Issuer or (in the case ofGuaranteed Notes) of the Guarantor thereunder are not or cease to be legal, valid, bindingor enforceable; or

(k) by or under the authority of any government, (i) the management of the Issuer, (in the caseof Guaranteed Notes) the Guarantor or any Material Subsidiary is wholly or substantiallydisplaced or the authority of the Issuer, (in the case of Guaranteed Notes) the Guarantor orany Material Subsidiary in the conduct of its business is wholly or substantially curtailedor (ii) all or a majority of the issued share capital of the Issuer, (in the case of GuaranteedNotes) the Guarantor or any Material Subsidiary or the whole or a substantial part of itsrevenues or assets are seized, nationalised, expropriated or compulsorily acquired; or

(l) (in the case of Guaranteed Notes) the Guarantee ceases to be, or is claimed by the Guarantornot to be, in full force and effect; or

(m) (in the case of Guaranteed Notes) the Issuer ceases to be a subsidiary wholly-owned andcontrolled, directly or indirectly, by the Guarantor,

then (i) any holder of a Note (other than AMTNs) may, by written notice to the Issuer and (inthe case of Guaranteed Notes) the Guarantor at the specified office of the Principal Paying Agent,effective upon the date of receipt thereof by the Principal Paying Agent, declare any Note heldby it to be forthwith due and payable whereupon the same shall become forthwith due andpayable at its Early Redemption Amount, together with accrued interest (if any) or (ii) in the caseof AMTNs, the holder of an AMTN may, give notice to the Australian Agent and the Issuer and(in the case of Guaranteed Notes) the Guarantor that the AMTNs held by that holder are, and theyshall immediately become, due and payable at their Early Redemption Amount together withaccrued interest (if any), to the date of repayment, without presentment, demand, protest or othernotice of any kind.

For the purposes of these Conditions:

Permitted Reorganisation means:

(a) any disposal by a Material Subsidiary of the whole or a substantial part of its business,undertaking or assets to the Bank or any other Subsidiary of the Bank;

(b) any amalgamation, consolidation or merger of a Material Subsidiary with the Bank or anyother Subsidiary of the Bank;

(c) solely for the purposes of Condition 10.1(f), the cessation of the whole or a substantial partof the Islamic banking business of the Bank pursuant to and in compliance with the QatarCentral Bank’s circular 313/273/2011 dated 31 January 2011; or

(d) any amalgamation, consolidation, restructuring, merger or reorganisation on termspreviously approved by an Extraordinary Resolution of Noteholders.

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10.2 Events of Default for Subordinated Notes

This Condition 10.2 only applies to Subordinated Notes.

(a) Non-payment

If default is made in the payment of any principal or interest due in respect of the Notesor any of them or in respect of the Guarantee and the default continues for a period of 7days or more in the case of principal or 14 days or more in the case of interest, anyNoteholder may (if the Issuer is Doha Finance) institute proceedings in the Cayman Islands(but not elsewhere) for the dissolution and liquidation of the Issuer and in the State of Qatar(but not elsewhere) for the dissolution and liquidation of the Guarantor or (if the Issuer isthe Bank) institute proceedings in the State of Qatar (but not elsewhere) for the dissolutionand liquidation of the Bank.

(b) Liquidation and other events

If any one or more of the following events shall occur and be continuing:

(i) any order is made by any competent court or resolution passed for the winding up ordissolution of the Issuer or (in the case of Guaranteed Notes) the Guarantor, save forthe purposes of reorganisation on terms previously approved by an ExtraordinaryResolution; or

(ii) the Issuer or (in the case of Guaranteed Notes) the Guarantor ceases or threatens tocease to carry on the whole or a substantial part of its business, save for the purposesof reorganisation on terms previously approved by an Extraordinary Resolution, or theIssuer or (in the case of Guaranteed Notes) the Guarantor stops or threatens to stoppayment of, or is unable to, or admits inability to, pay, its debts (or any class of itsdebts) as they fall due, or is deemed unable to pay its debts pursuant to or for thepurposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or

(iii) (A) court or other formal proceedings are initiated against the Issuer or (in the caseof Guaranteed Notes) the Guarantor under any applicable liquidation, insolvency,composition, reorganisation or other similar laws, or an application is made (ordocuments filed with a court) for the appointment of an administrative or otherreceiver, manager, administrator or other similar official, or an administrative or otherreceiver, manager, administrator or other similar official is appointed, in relation tothe Issuer or (in the case of Guaranteed Notes) the Guarantor or, as the case may be,in relation to the whole or a substantial part of its undertaking or assets, or anencumbrancer takes possession of the whole or a substantial part of the undertakingor assets of the Issuer or (in the case of Guaranteed Notes) the Guarantor, or a distress,execution, attachment, sequestration or other process is levied, enforced upon, suedout or put in force against the whole or a substantial part of the undertaking or assetsof the Issuer or (in the case of Guaranteed Notes) the Guarantor and (B) in any case(other than the appointment of an administrator) is not discharged within 30 days; or

(iv) the Issuer or (in the case of Guaranteed Notes) the Guarantor initiates or consents tojudicial proceedings relating to itself under any applicable liquidation, insolvency,composition, reorganisation or other similar laws (including the obtaining of amoratorium) or makes a conveyance or assignment for the benefit of, or enters intoany composition or other arrangement with, its creditors generally (or any class of itscreditors) or any meeting is convened to consider a proposal for an arrangement orcomposition with its creditors generally (or any class of its creditors), save for thepurposes of reorganisation on terms previously approved by an ExtraordinaryResolution; or

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(v) any event occurs which under the laws of the Cayman Islands or the State of Qatar orany other jurisdiction has an analogous effect to any of the events referred to inparagraphs (i) to (iv) above,

then any holder of a Note may, by written notice to the Issuer and (in the case of GuaranteedNotes) the Guarantor at the specified office of the Principal Paying Agent, effective uponthe date of receipt thereof by the Principal Paying Agent, declare any Note held by it to beforthwith due and payable whereupon the same shall, subject to Condition 3, becomeforthwith due and payable at its Early Redemption Amount, together with accrued interest(if any) to the date of repayment, without presentment, demand, protest or other notice ofany kind.

(c) Breach of Obligations

To the extent permitted by applicable law and by these Conditions, a Noteholder may at itsdiscretion institute such proceedings against the Issuer or (in the case of Guaranteed Notes)the Guarantor as it may think fit to enforce any obligation, condition, undertaking orprovision binding on the Issuer or (in the case of Guaranteed Notes) the Guarantor underthe Notes, the Guarantee, the Receipts or the Coupons, but the institution of suchproceedings shall not have the effect that the Issuer or (in the case of Guaranteed Notes)the Guarantor shall be obliged to pay any sum or sums sooner than would otherwise havebeen payable by it.

(d) Other Remedies

No remedy against the Issuer or (in the case of Guaranteed Notes) the Guarantor, other thanthe institution of the proceedings referred to in paragraph (a) or (c) above and the provingor claiming in any dissolution and liquidation of the Issuer or (in the case of GuaranteedNotes) the Guarantor, shall be available to the Noteholders, the Receiptholders or theCouponholders whether for the recovering of amounts owing in respect of the Notes, theGuarantee, the Receipts or the Coupons or in respect of any breach by the Issuer or (in thecase of Guaranteed Notes) the Guarantor of any other obligation, condition or provisionbinding on it under the Notes, the Guarantee, the Receipts or the Coupons.

11. REPLACEMENT OF NOTES, AMTN CERTIFICATES, RECEIPTS, COUPONS ANDTALONS

Should any Note (other than AMTNs), Receipt, Coupon or Talon be lost, stolen, mutilated,defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent,(in the case of Bearer Notes, Receipts or Coupons) or the Registrar (in the case of RegisteredNotes) upon payment by the claimant of such costs and expenses as may be incurred inconnection therewith and on such terms as to evidence and indemnity as the Issuer mayreasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must besurrendered before replacements will be issued.

Should any AMTN Certificate be lost, stolen, mutilated, defaced or destroyed, upon writtennotice of such having been received by the Issuer and the Australian Agent:

(a) that AMTN Certificate will be deemed to be cancelled without any further formality; and

(b) the Issuer will, promptly and without charge, issue and deliver, and procure theauthentication by the Australian Agent of, a new AMTN Certificate to represent the holdingof the AMTNs that had been represented by the original AMTN Certificate.

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12. PAYING AGENTS

The names of the initial Paying Agents and their initial specified offices are set out below.

The Issuer is entitled to vary or terminate the appointment of any Agent and/or appoint additionalor other Paying Agents and/or approve any change in the specified office through which anyAgent acts, provided that:

(a) there will at all times be a Principal Paying Agent and (in the case of Registered Notes otherthan AMTNs) a Registrar and there will at all times be an Australian Agent (in the case ofAMTNs);

(b) so long as the Notes are listed on any stock exchange or admitted to listing by any otherrelevant authority, there will at all times be a Paying Agent and (in the case of RegisteredNotes) a Transfer Agent with a specified office in such place as may be required by the rulesand regulations of the relevant stock exchange or other relevant authority;

(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than thejurisdiction in which the relevant Issuer or the Guarantor is incorporated.

In addition, in the case of Bearer Notes, the Issuer shall forthwith appoint a Paying Agent havinga specified office in New York City in the circumstances described in Condition 6.5. Anyvariation, termination, appointment or change shall only take effect (other than in the case ofinsolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.

In acting under the Agency Agreement or the Australian Agency Agreement (as the case may be),the Australian Agent, the Paying Agents, the Registrar and the Transfer Agents act solely asagents of the Issuer and the Guarantor and do not assume any obligation to, or relationship ofagency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreementcontains provisions permitting any entity into which any Paying Agent, Registrar or TransferAgent is merged or converted or with which it is consolidated or to which it transfers all orsubstantially all of its assets to become the successor paying agent.

13. EXCHANGE OF TALONS

In the case of Bearer Notes, on and after the Interest Payment Date on which the final Couponcomprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheetmay be surrendered at the specified office of the Principal Paying Agent or any other PayingAgent in exchange for a further Coupon sheet including (if such further Coupon sheet does notinclude Coupons to (and including) the final date for the payment of interest due in respect ofthe Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14. NOTICES

All notices regarding Bearer Notes will be deemed to be validly given if published in a leadingEnglish language daily newspaper of general circulation in London. It is expected that any suchpublication in a newspaper will be made in the Financial Times in London. The Issuer shall alsoensure that notices are duly published in a manner which complies with the rules of any stockexchange or other relevant authority on which the Notes are for the time being listed or by whichthey have been admitted to trading. Any such notice will be deemed to have been given on thedate of the first publication or, where required to be published in more than one newspaper, onthe date of the first publication in all required newspapers.

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All notices regarding the Registered Notes and AMTNs will be deemed to be validly given if sentby first class mail or (if posted to an address overseas) by airmail to the holders (or the firstnamed of joint holders) at their respective addresses recorded in the Register or the A$ Register(as the case may be) and will be deemed to have been given on the fourth day after mailing. TheIssuer shall also ensure that notices are duly published in a manner which complies with the rulesof any stock exchange or other relevant authority on which the Notes are for the time being listedor by which they have been admitted to trading.

All notices regarding the AMTNs will be deemed to be validly given if sent by pre-paid post or(if posted to an address overseas) by airmail to, or left at the address of, the holders (or the firstnamed of joint holders) at their respective addresses recorded in the A$ Register and will bedeemed to have been given on the fourth day after mailing and, in addition, for so long as anyAMTNs are admitted to trading on a stock exchange and the rules of that stock exchange (or anyother relevant authority) so require, such notice will be published in a daily newspaper of generalcirculation in the place or places required by those rules. For so long as the AMTNs are lodgedin the Austraclear System there may be substituted for such, publication in the AustralianFinancial Review or The Australian or mailing the delivery of the relevant notice to Austraclearfor communication by it to the holders of beneficial interests in the AMTNs and, in addition, forso long as any AMTNs are listed on a stock exchange or admitted to trading by any other relevantauthority and the rules of that stock exchange, or as the case may be, other relevant authority sorequire, such notice or notices will be published in a daily newspaper of general circulation inthe place or places required by those rules. Any such notice will be deemed to have been givento the holders of beneficial interests in the AMTNs on the day on which the said notice was givento Austraclear.

Until such time as any definitive Notes are issued, there may, so long as any Global Notesrepresenting the Notes are held in their entirety on behalf of Euroclear and/or Clearstream,Luxembourg, be substituted for such publication in such newspaper(s) the delivery of therelevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to theholders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange orare admitted to trading by another relevant authority and the rules of that stock exchange orrelevant authority so require, such notice will be published in a daily newspaper of generalcirculation in the place or places required by those rules. Any such notice shall be deemed tohave been given to the holders of the Notes on the seventh day after the day on which the saidnotice was given to Euroclear and/or Clearstream, Luxembourg.

Notices to be given by any Noteholder shall be in writing and given by lodging the same,together (in the case of any Note in definitive form) with the relative Note or Notes, with thePrincipal Paying Agent (in the case of Bearer Notes), the Registrar (in the case of RegisteredNotes other than AMTNs) or the Australian Agent (in the case of AMTNs). Whilst any of theNotes are represented by a Global Note, such notice may be given by any holder of a Note to thePrincipal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of RegisteredNotes) through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manneras the Principal Paying Agent (in the case of Bearer Notes), the Registrar (in the case ofRegistered Notes other than AMTNs) or the Australian Agent (in the case of AMTNs) andEuroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

15. MEETINGS OF NOTEHOLDERS AND MODIFICATION

Conditions 15.1 and 15.2 do not apply to AMTNs.

15.1 Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of the Noteholders toconsider any matter affecting their interests, including the sanctioning by ExtraordinaryResolution of a modification of the Notes, the Receipts, the Coupons, the Guarantee or any of

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the provisions of the Agency Agreement or the Guarantee. Such a meeting may be convened by

the Issuer or (in the case of Guaranteed Notes) the Guarantor and shall be convened by the Issuer

if required in writing by Noteholders holding not less than five per cent. in nominal amount of

the Notes for the time being remaining outstanding. The quorum at any such meeting for passing

an Extraordinary Resolution is one or more persons holding or representing not less than 50 per

cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting

one or more persons being or representing Noteholders whatever the nominal amount of the

Notes so held or represented, except that at any meeting the business of which includes the

modification of certain provisions of the Notes, the Receipts or the Coupons (including

modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing

or cancelling the amount of principal or the rate of interest payable in respect of the Notes or

altering the currency of payment of the Notes, the Receipts or the Coupons), or amending the

Deed of Covenant in certain respects, the quorum shall be one or more persons holding or

representing not less than two-thirds in nominal amount of the Notes for the time beingoutstanding, or at any adjourned such meeting one or more persons holding or representing notless than one-third in nominal amount of the Notes for the time being outstanding. The AgencyAgreement provides that (i) a resolution passed at a meeting duly convened and held inaccordance with the Agency Agreement by a majority consisting of not less than three-fourthsof the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of theholders of not less than three-fourths in nominal amount of the Notes for the time beingoutstanding or (iii) consent given by way of electronic consents through the relevant clearingsystem(s) (in a form satisfactory to the Fiscal Agent) by or on behalf of the holders of not lessthan three-fourths in nominal amount of the Notes for the time being outstanding, shall, in eachcase, be effective as an Extraordinary Resolution of the Noteholders. An ExtraordinaryResolution passed at by the Noteholders will be binding on all the Noteholders, whether or notthey are present at any meeting, and whether or not they voted on the resolution, and on allReceiptholders and Couponholders.

15.2 Modification

The Principal Paying Agent and the Issuer may agree, without the consent of the Noteholders,Receiptholders or Couponholders, to:

(a) any modification (except such modifications in respect of which an increased quorum isrequired as mentioned above) of the Notes, the Receipts, the Coupons the Guarantee, theDeed of Covenant or the Agency Agreement which, in the opinion of the Issuer (acting onthe advice of an independent financial institution) is not prejudicial to the interests of theNoteholders; or

(b) any modification of the Notes, the Receipts, the Coupons, the Guarantee, the Deed ofCovenant, or the Agency Agreement which is of a formal, minor or technical nature or ismade to correct a manifest or proven error or to comply with mandatory provisions of thelaw.

Any such modification shall be binding on the Noteholders, the Receiptholders and theCouponholders and any such modification shall be notified to the Noteholders in accordance withCondition 14 as soon as practicable thereafter.

15.3 Meetings of AMTN holders

The Note (AMTN) Deed Poll contains provisions for convening meetings of holders of AMTNsto consider any matter affecting their interests.

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16. SUBSTITUTION

16.1 Conditions Precedent to Substitution

In the case of Guaranteed Notes, the Issuer may, without the consent of the Noteholders, theReceiptholders or the Couponholders, be replaced and substituted by the Guarantor or any otherSubsidiary of the Guarantor as principal debtor (in such capacity, the Substituted Debtor) inrespect of the Notes, the Receipts and the Coupons provided that:

(a) a deed poll and such other documents (if any) shall be executed by the Issuer, theSubstituted Debtor and (if the Substituted Debtor is not the Guarantor) the Guarantor asmay be necessary to give full effect to the substitution (together, the Documents) and(without limiting the generality of the foregoing) pursuant to which the Substituted Debtorshall undertake in favour of each Noteholder, Receiptholder and Couponholder to be boundby the Conditions of the Notes and the provisions of the Agency Agreement as fully as ifthe Substituted Debtor had been named in the Notes, the Receipts and the Coupons and theAgency Agreement as the principal debtor in respect of the Notes, the Receipts and theCoupons in place of the Issuer (or any previous substitute) and (if the Substituted Debtoris not the Guarantor) pursuant to which the Guarantor shall unconditionally and irrevocablyguarantee (the New Guarantee) in favour of each Noteholder, Receiptholder andCouponholder the payment of all sums payable by the Substituted Debtor as such principaldebtor on the same terms mutatis mutandis as the Guarantee;

(b) without prejudice to the generality of subparagraph 16.1(a) above, where the SubstitutedDebtor is incorporated, domiciled or resident for taxation purposes in a territory other thanthe Cayman Islands, the Documents shall contain a covenant by the Substituted Debtorand/or such other provisions as may be necessary to ensure that each Noteholder has thebenefit of a covenant in terms corresponding to the provisions of Condition 8 with thesubstitution for the references to the Cayman Islands of references to the territory orterritories in which the Substituted Debtor is incorporated, domiciled and/or resident fortaxation purposes. The Documents shall also contain a covenant by the Substituted Debtorand (if the Substituted Debtor is not the Guarantor) the Guarantor to indemnify and holdharmless each Noteholder, Receiptholder and Couponholder against all taxes or dutieswhich arise by reason of a law or regulation having legal effect or being in reasonablecontemplation thereof on the date such substitution becomes effective, which may beincurred or levied against such holder as a result of any substitution pursuant to thisCondition and which would not have been so incurred or levied had such substitution notbeen made (and, without limiting the foregoing, any and all taxes or duties which areimposed on any such Noteholder, Receiptholder and Couponholder by any politicalsub-division or taxing authority of any country in which such Noteholder, Receiptholderand Couponholder resides or is subject to any such tax or duty and which would not havebeen so imposed had such substitution not been made);

(c) the Documents shall contain a representation and warranty by the Substituted Debtor and(if the Substituted Debtor is not the Guarantor) the Guarantor (i) that the Substituted Debtorand (if the Substituted Debtor is not the Guarantor) the Guarantor have obtained allnecessary governmental and regulatory approvals and consents for such substitution and (ifthe Substituted Debtor is not the Guarantor) for the giving by the Guarantor of the NewGuarantee in respect of the obligations of the Substituted Debtor on the same terms mutatismutandis as the Guarantee and for the performance by each of the Substituted Debtor and(if the Substituted Debtor is not the Guarantor) the Guarantor of its obligations under theDocuments and that all such approvals and consents are in full force and effect and (ii) thatthe obligations assumed by the Substituted Debtor and (if the Substituted Debtor is not theGuarantor) the Guarantor under the Documents are all legal, valid and binding inaccordance with their respective terms;

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(d) each stock exchange on which the Notes are listed shall have confirmed that following theproposed substitution of the Substituted Debtor the Notes will continue to be listed on suchstock exchange;

(e) the Issuer shall have delivered to the Principal Paying Agent or procured the delivery to thePrincipal Paying Agent of a legal opinion addressed to the Issuer, the Substituted Debtorand the Guarantor from a leading firm of lawyers in the country of incorporation of theSubstituted Debtor to the effect that the Documents constitute legal, valid and bindingobligations of the Substituted Debtor and that there are no circumstances which, upon thesubstitution becoming effective, would give to rise to any of the events described inCondition 10 in respect of the Substituted Debtor, such opinion to be dated not more thanseven days prior to the date of the substitution of the Substituted Debtor for the Issuer andto be available for inspection by Noteholders at the specified office of the Principal PayingAgent;

(f) the Guarantor shall have delivered to the Principal Paying Agent or procured the deliveryto the Principal Paying Agent of a legal opinion addressed to the Issuer, the SubstitutedDebtor and the Guarantor from a leading firm of Qatari lawyers acting for the Guarantorto the effect that, in the case where the Substituted Debtor is not the Guarantor, theDocuments (including the New Guarantee given by the Guarantor in respect of theobligations of the Substituted Debtor) constitute legal, valid and binding obligations of theGuarantor, such opinion to be dated not more than seven days prior to the date ofsubstitution of the Substituted Debtor for the Issuer and to be available for inspection byNoteholders at the specified office of the Principal Paying Agent;

(g) the Guarantor shall have delivered to the Principal Paying Agent or procured the deliveryto the Principal Paying Agent of a legal opinion addressed to the Issuer, the SubstitutedDebtor and the Guarantor from a leading firm of English lawyers to the effect that theDocuments (including, if the Substituted Debtor is not the Guarantor, the New Guaranteegiven by the Guarantor in respect of the obligations of the Substituted Debtor) constitutelegal, valid and binding obligations of the parties thereto under English law, such opinionto be dated not more than seven days prior to the date of substitution of the SubstitutedDebtor for the Issuer and to be available for inspection by Noteholders at the specifiedoffice of the Principal Paying Agent;

(h) the Substituted Debtor shall have appointed the process agent appointed by the Issuer inCondition 20 or another person with an office in England as its agent in England to receiveservice of process on its behalf in relation to any legal action or proceedings arising out ofor in connection with the Notes, the Receipts or the Coupons or the Documents;

(i) there being no outstanding Event of Default in respect of the Notes; and

(j) any credit rating assigned to the Notes will remain the same or be improved when theSubstituted Debtor replaces and substitutes the Issuer in respect of the Notes.

16.2 Assumption by Substitute Debtor

Upon execution of the Documents as referred to in Condition 16.1 above, the Substituted Debtorshall be deemed to be named in the Notes, the Receipts and the Coupons as the principal debtorin place of the Issuer (or of any previous substitute under these provisions) and the Notes, theReceipts and the Coupons shall thereupon be deemed to be amended to give effect to thesubstitution. The execution of the Documents shall operate to release the Issuer as issuer (or suchprevious substitute as aforesaid) from all of its obligations as principal debtor in respect of theNotes, the Receipts and the Coupons.

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16.3 Deposit of Documents

The Documents shall be deposited with and held by the Principal Paying Agent for so long asany Note remains outstanding and for so long as any claim made against the Substituted Debtoror (if the Substituted Debtor is not the Guarantor) the Guarantor by any Noteholder in relationto the Notes or the Documents shall not have been finally adjudicated, settled or discharged. TheSubstituted Debtor and (if the Substituted Debtor is not the Guarantor) the Guarantor shallacknowledge in the Documents the right of every Noteholder to production of the Documents forthe enforcement of any of the Notes or the Documents.

16.4 Notice of Substitution

Not less than 15 business days after execution of the Documents, the Substituted Debtor shallgive notice thereof to the Noteholders in accordance with Condition 14.

17. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders, theReceiptholders or the Couponholders to create and issue further notes having terms andconditions the same as the Notes or the same in all respects save for the amount and date of thefirst payment of interest thereon and the date from which interest starts to accrue and so that thesame shall be consolidated and form a single Series with the outstanding Notes.

18. CURRENCY INDEMNITY

The Specified Currency is the sole currency of account and payment for all sums payable by theIssuer and/or the Guarantor under or in connection with the Notes, the Receipts and the Couponsincluding damages. Any amount received or recovered in a currency other than the SpecifiedCurrency (whether as a result of, or of the enforcement of, a judgment or order of a court of anyjurisdiction or otherwise) by any Noteholder, Receiptholder or Couponholder in respect of anysum expressed to be due to it from the Issuer and/or the Guarantor shall only constitute adischarge to the Issuer or the Guarantor, as the case may be, to the extent of the amount of theSpecified Currency which the recipient is able to purchase with the amount so received orrecovered in that other currency on the date of that receipt or recovery (or, if it is not practicableto make that purchase on that date, on the first date on which it is practicable to do so). If thatamount of the Specified Currency is less than the amount of the Specified Currency expressedto be due to the recipient under any Note, Receipt or Coupon, the Issuer or (failing the Issuer)the Guarantor shall indemnify such recipient against any loss sustained by it as a result. In anyevent, the Issuer or (failing the Issuer) the Guarantor shall indemnify the recipient against thecost of making any such purchase. For the purposes of this Condition, it will be sufficient forthe Noteholder, Receiptholder or Couponholder, as the case may be, to demonstrate that it wouldhave suffered a loss had an actual purchase been made. These indemnities constitute separate andindependent obligations from the Issuer’s and the Guarantor’s other obligations, shall give riseto a separate and independent cause of action, shall apply irrespective of any indulgence grantedby any Noteholder, Receiptholder or Couponholder and shall continue in full force and effectdespite any judgment, order, claim or proof for a liquidated amount in respect of any sum dueunder any Note, Receipt or Coupon, as the case may be, or any judgment or order.

19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of the Note under the Contracts(Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any personwhich exists or is available apart from that Act.

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20. GOVERNING LAW OF NOTES OTHER THAN AMTNS AND SUBMISSION TOJURISDICTION

This Condition 20 does not apply to AMTNs.

20.1 Governing law

The Agency Agreement, the Guarantee, the Deed of Covenant, the Notes, the Receipts, the

Coupons and any non-contractual obligations arising out of or in connection with the Agency

Agreement, the Guarantee, the Deed of Covenant, the Notes, the Receipts and the Coupons are

governed by, and shall be construed in accordance with, English law.

20.2 Arbitration

Subject to Condition 20.3, any dispute, claim, difference or controversy, arising out of, related

to, or having any connection with the Notes, the Receipts and/or the Coupons (including any

dispute regarding the existence, validity, interpretation, performance, breach or termination of

the Notes, the Receipts and/or the Coupons or the consequences of the nullity of any of them or

a dispute relating to any non-contractual obligations arising out of or in connection with them)

(a Dispute) shall be referred to and finally resolved by arbitration seated in London in

accordance with the rules of the London Court of International Arbitration (LCIA) (the Rules),

which Rules (as amended from time to time) are incorporated by reference into this Condition

20.2. For these purposes, there shall be three arbitrators, each of whom shall have no connection

with any party hereto, and the language of the arbitration shall be English.

20.3 Option to litigate

Notwithstanding Condition 20.2 above any Noteholder, Receiptholder or Couponholder may, in

the alternative, and at its sole discretion, by notice in writing to the Issuer and (in the case of

Guaranteed Notes) the Guarantor:

(a) within 28 days of service of a Request for Arbitration (as defined in the Rules); or

(b) in the event no arbitration is commenced,

require that a Dispute be heard by a court of law. If such notice is given, the Dispute to which

such notice refers shall be determined in accordance with Condition 20.5 and any arbitration

commenced under Condition 20.2 in respect of that Dispute will be terminated. Each of the

parties to the terminated arbitration will bear its own costs in relation thereto.

20.4 Termination of Arbitral proceedings

If any notice to terminate is given after service of any Request for Arbitration in respect of any

Dispute, the relevant Noteholder, Receiptholder or Couponholder must also promptly give notice

to the LCIA Court and to any Tribunal (each as defined in the Rules) already appointed in

relation to the Dispute that such Dispute will be settled by the courts. Upon receipt of such notice

by the LCIA Court, the arbitration and any appointment of any arbitrator in relation to such

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Dispute will immediately terminate. Any such arbitrator will be deemed to be functus officio. The

termination is without prejudice to:

(a) the validity of any act done or order made by the arbitrator or by the court in support of

that arbitration before his appointment is terminated;

(b) his entitlement to be paid his proper fees and disbursements; and

(c) the date when any claim or defence was raised for the purpose of applying any limitation

bar or any similar rule or provision.

20.5 Provisions relating to Judicial Proceedings

In the event that a notice pursuant to Condition 20.3 is issued, the following provisions shall

apply:

(a) subject to paragraph (c) below, the courts of England shall have exclusive jurisdiction to

settle any Dispute;

(b) the Issuer and (in the case of Guaranteed Notes) the Guarantor have agreed that the courts

of England are the most appropriate and convenient courts to settle any Dispute and,

accordingly, irrevocably submit to the jurisdiction of such courts and will not argue to the

contrary; and

(c) this Condition 20.5 is for the benefit of the Noteholders, the Receiptholders and the

Couponholders only. As a result, and notwithstanding paragraph (a) above, the Noteholders,

the Receiptholders and the Couponholders may take proceedings relating to a Dispute

(Proceedings) in any other courts with jurisdiction. To the extent allowed by law, the

Noteholders, the Receiptholders and the Couponholders may take concurrent Proceedings

in any number of jurisdictions.

20.6 Appointment of Process Agent

Each of the Issuer and (in the case of Guaranteed Notes) the Guarantor appoints Doha Bank Ltd.

at its office at 67/68 Jermyn Street, London SW1Y 6NY as its agent for service of process, and

undertakes that, in the event of Doha Bank Ltd. ceasing so to act or ceasing to be registered in

England, it will appoint another person as its agent for service of process in England in respect

of any proceedings. Each of the Issuer and (in the case of Guaranteed Notes) the Guarantor

agrees that failure by Doha Bank Ltd. or such other person appointed as the Issuer and/or

Guarantor’s agent for service of process in England in respect of any proceedings to notify it of

any process will not invalidate the relevant proceedings or render service of those proceedings

ineffective. Nothing herein shall affect the right to serve proceedings in any other manner

permitted by law.

20.7 Other documents and the Guarantor

The Issuer has in the Agency Agreement and the Deed of Covenant and (in the case of Guaranteed

Notes) the Guarantor has in the Agency Agreement and the Guarantee submitted to the

jurisdiction of the English courts and appointed an agent for service of process in terms

substantially similar to those set out above.

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21. GOVERNING LAW OF AMTNS AND SUBMISSION TO JURISDICTION

21.1 Governing law

The AMTNs, the Australian Agency Agreement and the Note (AMTN) Deed Poll shall be

governed by the laws in force in New South Wales, Australia.

21.2 Jurisdiction

The courts of New South Wales, Australia and the courts of appeal from them are to have

non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with

them and any suit, action or proceedings arising out of or in connection with the AMTNs, the

Australian Agency Agreement and the Note (AMTN) Deed Poll (together referred to as

Australian Proceedings) may be brought in such courts.

21.3 Appointment of Process Agent

For so long as any AMTNs are outstanding, each of the Issuer and (in the case of Guaranteed

Notes) the Guarantor will appoint an agent in Sydney, Australia as its agent for service of process

in New South Wales, Australia in respect of any Australian Proceedings as specified in the

applicable Pricing Supplement, and undertakes that, in the event of such agent ceasing so to act

or ceasing to be registered in New South Wales, Australia, it will appoint another person as its

agent for service of process in Sydney New South Wales, Australia in respect of any Australian

Proceedings.

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USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the relevant Issuer for the general

corporate purposes of the Bank.

If, in respect of any particular issue of Notes, there is a particular identified use of proceeds, this will

be stated in the applicable Final Terms (or the Pricing Supplement, in the case of Exempt Notes).

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CAPITALISATION AND INDEBTEDNESS

The following table sets forth the capitalisation and indebtedness of the Bank on a consolidated basis

as at 30 June 2016 which has been extracted from the Bank’s unaudited interim condensed

consolidated financial statements of the Bank for the six months ended 30 June 2016.

This capitalisation table should be read together with “Selected Financial Information” and the Bank’s

audited consolidated Financial Statements as of and for the years ended 31 December 2013, 31

December 2014 and 31 December 2015 prepared in accordance with IFRS, unaudited interim

condensed consolidated financial statements as of and for the six months ended 30 June 2016 and the

schedules and notes presented elsewhere herein. There have been no material changes in the

capitalisation and indebtedness of the bank since 30 June 2016.

As at 30 June 2016

(QAR ’000) (U.S.$ ’000)(1)

Indebtedness— Customer Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,406,507 14,391,462— Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,846,801 1,605,602

Total Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,253,308 15,997,064

Shareholders’ Funds— Share Capital(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,583,723 709,522— Reserves and Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,499,707 1,784,898

Total Shareholders’ Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,083,430 2,494,420

Total Capitalisation(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,083,430 3,592,868

Capital Adequacy Ratio(4)

CET 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.60% 10.60%Tier 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.72% 15.72%

Total Capital Adequacy Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . 16.08% 16.08%

Notes:

(1) U.S. dollar translations have been made using the exchange rate of U.S.$1.00 = QAR3.6415.

(2) As at 30 June 2016, there were 258,372,252 equity shares at QAR10 par value outstanding. Contingent liabilities and

commitments as at 30 June 2016 amounted to QAR54,988.96 million.

(3) Including additional Tier 1 capital of QAR 4,000.00 million or U.S.$1,098.45 million.

(4) Calculated in accordance with Basel Committee guidelines and the QCB Instructions on Basel III.

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DESCRIPTION OF DOHA FINANCE LIMITED

Doha Finance was incorporated as an exempted company with limited liability in the Cayman Islands

under the laws of the Cayman Islands on 19 January 2012 under the name Doha Finance Limited (with

registered number HL-265713). The registered office of Doha Finance is at c/o Maples Corporate

Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. The

issued share capital of Doha Finance is comprised of 1 ordinary share of par value U.S.$1.00. Doha

Finance is a wholly-owned subsidiary of the Bank.

The objects of Doha Finance are unrestricted (as set out in paragraph 3 of its Memorandum of

Association) and Doha Finance shall have full power and authority to carry out any objective not

prohibited by the laws of the Cayman Islands.

Doha Finance has not engaged, since its incorporation, in any activities other than those incidental to:

(i) its registration as an exempted company; (ii) the authorisation of the establishment and update of

the Programme and issue of any Notes under the Programme; (iii) the ownership of such interests and

other assets referred to herein; (iv) the other matters contemplated in this Prospectus; (v) the

authorisation and execution of the other documents referred to in this Prospectus to which it is or will

be a party; and (vi) other matters which are incidental or ancillary to those activities.

Doha Finance’s on-going activities will principally comprise: (i) the issue of Guaranteed Notes under

the Programme; (ii) the entering into of any documents related to the update of the Programme and

the issue of Guaranteed Notes under the Programme; and (iii) the exercise of related rights and powers

and other activities referred to in this Prospectus or reasonably incidental to those activities.

Doha Finance has no subsidiaries, employees or non-executive directors.

The Directors of Doha Finance and their principal activities are:

Name Principal Activities

Shk. Fahad Bin Mohammad Bin Jabor AlThani

Board member and Chairman of the Bank and aboard member of Al Khaleej Insurance Companyand Qatar Flour Mills Company.

Shk. Abdul Rehman Bin Mohammad Bin JaborAl Thani

Board member of the Bank and Chairman and aboard member of Qatar IndustrialManufacturing Company.

The business address of each of the Directors is at Corniche Street, West Bay, P.O. Box 3818, Doha,

State of Qatar.

There are no potential conflicts of interest between the private interests and/or other duties of the

Directors of Doha Finance listed above and their duties to Doha Finance.

Doha Finance has not engaged, since its incorporation, in any activities other than as described on the

previous page, and has not prepared any financial statements since the date of its incorporation.

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DESCRIPTION OF DOHA BANK Q.S.C.

The Bank and its subsidiaries (the Bank and its subsidiaries together, the Group) offer a wide rangeof commercial, retail and investment banking services and products, principally in the State of Qatar.

REGISTERED OFFICE

The registered office of the Bank is at Corniche Street, West Bay, P.O. Box 3818, Doha, State of Qatar.

DATE OF INCORPORATION AND LEGAL FORM

The Bank was incorporated on 15 March 1979 as a Qatari Shareholding Company under Emiri DecreeNo (51) of 1978. The Bank’s commercial registration number is 7115 and its place of registration isDoha, State of Qatar.

BANKING LICENCE AND LISTING

The Bank operates in Qatar under a banking licence issued by the QCB. Since 26 July 1997, 80.00 percent. of the Bank’s ordinary shares have been listed on the QE.

OVERVIEW

The Bank operates primarily from its head office in Doha and, as at 30 June 2016, it operates froma domestic network of 30 branches, nine e-branches, 10 pay offices, one mobile branch and 148 ATMs,including 23 ATMs in the UAE, two ATMs in Kuwait and one ATM in India. The Bank’s operationsare focused primarily in Qatar and such Qatari-focused operations contributed 97.44 per cent. and94.53 per cent. of the Bank’s net profit for the six months ended 30 June 2016 and for the year ended31 December 2015, respectively. In addition, the Bank has six overseas branches in Abu Dhabi, Dubai,India and Kuwait, including two branches of HSBC Bank Oman S.A.O.G. in Mumbai and Kochi, India,which the Bank acquired in 2015. In addition, the Bank maintains 13 foreign representative offices,one located in each of Frankfurt, Hong Kong, Istanbul, Johannesburg, London, Dhaka, Seoul,Shanghai, Sharjah, Singapore, Sydney, Tokyo and Toronto.

According to figures published by the QCB, the Bank is the third largest conventional bank in the Stateof Qatar measured by total assets, with a market share of total assets of 7.41 per cent. as at 30 June2016. The Bank had total assets of QAR 87,358.09 million (U.S.$ 23,989.59 million) and QAR83,309.11 million as at 30 June 2016 and as at 31 December 2015, respectively, and net loans andadvances to customers of QAR 55,423.59 million (U.S.$ 15,219.99 million) and QAR 55,615.19million as at 30 June 2016 and as at 31 December 2015, respectively. The Bank’s shareholders’ equityamounted to QAR 13,083.43 million (U.S.$ 3,592.87 million) and QAR 13,207.30 million as at 30June 2016 and as at 31 December 2015, respectively, and its consolidated net profit before taxamounted to QAR 712.44 million (U.S.$ 195.64 million) and QAR 1,378.28 million for the six monthsended 30 June 2016 and for the year ended 31 December 2015, respectively.

As at 30 June 2016 and as at 31 December 2015, the Bank’s total capital adequacy ratio (calculatedin accordance with Basel Committee guidelines and the QCB Instructions) was 16.08 per cent. and15.73 per cent., respectively, its Tier I capital adequacy ratio was 15.72 per cent. and 15.38 per cent.,respectively and its CET 1 capital ratio was 10.60 per cent. and 10.39 per cent., respectively.

The Bank operates principally through the following four business groups: the Retail Banking Group,the Wholesale Banking Group, the International Banking Group and the Treasury and InvestmentsGroup. Until 31 December 2011, the Bank also operated an Islamic Banking Group, which conductedIslamic finance business in accordance with Islamic Shari’a law. In accordance with the provisions ofthe QCB Directive on Islamic Business, the Bank ceased entering into any new Islamic business as at31 December 2011, and all existing Islamic branches and licences were converted into conventional

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branches and licences. The Bank’s Islamic business, which has been in existence since 31 December

2011, has continued to be maintained by the Bank in a separate portfolio until the maturity/redemption

of the underlying contracts. The Bank also provides corporate customers with general insurance

products through Doha Bank Assurance Company LLC (DBAC), a wholly-owned subsidiary of the

Bank registered in the Qatar Financial Centre (the QFC). In addition, the Bank owns a 44.02 per cent.

ownership interest in associate entity, Doha Brokerage and Financial Services Limited, which provides

securities brokerage and financial solutions to retail investors in India. The Bank owns a 100.00 per

cent. of the issued share capital of Doha Finance Limited.

HISTORY

The Bank was incorporated in 1978 and commenced its banking services on 15 March 1979. The Bank

initially focused on corporate banking and trade finance. Given Qatar’s high nominal GDP per capita

and the influx of expatriate workers in Qatar, since 2000 the Bank has expanded into and built a strong

market presence in retail banking. Corporate banking, trade finance and retail banking are the major

contributors to the Bank’s assets and revenues. As at 30 June 2016, the Bank held a 9.02 per cent. share

in the retail banking market in Qatar according to figures published by the QCB. The Bank’s Islamic

business operations, which began in 2005, were largely discontinued at the end of 2011.

In 2007, the Bank upgraded its representative office in Dubai to a full service branch and was the first

Qatari bank to begin banking operations in the UAE. The Bank further expanded its presence in the

Gulf Cooperation Council (GCC) region by establishing a branch in Kuwait in 2008, in Abu Dhabi

in 2013 and a representative office in Sharjah in 2013. These branches form part of the Bank’s

strategic vision for developing a pan-GCC presence to cater and serve a growing customer base across

the GCC region. The Bank has also developed its international operations by establishing a network

of representative offices and associate relationships.

In 2007, the Bank established DBAC as a wholly-owned subsidiary of the Bank. DBAC provides

general insurance products to corporate customers and was the first insurance company to be fully

owned by a commercial bank in the Middle Eastern region.

SHARE CAPITAL AND CORPORATE STRUCTURE

The issued, subscribed and fully paid up share capital of the Bank as at 30 June 2016 was QAR

2,583.72 million, divided into 258,372,252 ordinary shares of QAR 10 each.

Bank’s ordinary shares are currently listed on the QE. Prior to April 2005, under Law No. 13 of 2000

(the Foreign Investment Law), and the rules of the QE, only Qatari nationals and Qatari registered

companies were permitted to own the Bank’s shares. Following that date, the Foreign Investment Law

and the rules of the QE were changed to permit non-Qatari investors to own a maximum of 49.00 per

cent. in aggregate in the shares of any listed company.

As at 30 June 2016, the Bank had 3,278 shareholders. The Bank’s Articles of Association provide that

no shareholder (except the State of Qatar) is permitted to hold more than 2.00 per cent. of the Bank’s

share capital unless such share capital is inherited. As at 30 June 2016, the State of Qatar, through the

QIA, held 16.68 per cent. of the Bank’s share capital and the largest individual shareholding (other

than the shares held by QIA) ranges between 1.00 per cent. and 2.00 per cent. of the Bank’s capital.

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The Bank’s corporate structure is shown in the chart below:

STRATEGIES

Qatar is one of the largest liquefied natural gas exporters in the world, with the hydrocarbon sectoraccounting for 38.6 per cent. of GDP at current prices in 2015. With the third largest natural gasreserves in the world based on British Petroleum Statistical Review of World Energy dated June 2016,Qatar has developed its hydrocarbon sector over the latest 20 years.

According to Ministry of Development Planning and Statistics Qatar, the Qatari economy grew by 3.6per cent in 2015 and is expected to grow by 3.9 percent in 2016. The Construction Sector was theleading contributor to growth in 2015 with a growth rate of 17.8 percent. Again in 2016 constructionis expected to lead growth and is projected to expand by 9.9 percent.

The Bank will focus on building its corporate relationship lending and increasing its lending into thepublic sector in Qatar. It will selectively participate in large loans to the public sector, with longermaturities, in order to diversify the Bank’s asset growth.

The Bank’s organic growth strategy has included an extension of its range of products and servicesand an expansion into new geographical regions and markets. The Bank plans to expandinternationally by opening new branches and representative offices. As a result, the Bank expects tobe able to diversify its assets, revenue and customer base in addition to financing cross-bordertransactions.

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The Bank’s goals over the next three years include:

Organic Growth

The Bank has always sought out an organic growth path and the 37-year-old Bank is a result of thisstrategy. The Bank has, with a clear vision, moved beyond being a local bank to becoming one of theQatari banks with the highest presence across the globe. For example, the Bank established its 13threpresentative office, which is located in Bangladesh, during 2016. The Bank currently has presencein 16 countries.

The overseas expansion of the Bank is in line with the strategic vision of the Board to have a pan-GCCoperational presence to cater and serve the growing customer base across the GCC. The representativeoffices complement the Bank’s existing branch network both within and outside Qatar by betterunderstanding the various international markets, thus enabling enhanced customer experience withglobalised expertise for GCC companies with activities abroad and international companies withactivities in the GCC. The international network aims to facilitate and optimise cross-border tradetransactions between Qatar, Kuwait, the UAE and other overseas countries. The network also providesa platform for the activities of large international companies in the GCC, especially those engaged ininfrastructure projects.

Innovation and Alternative Channels

Banks are facing competition from new entrants and innovative business models globally. In addition,there is pressure due to narrowing profit margins and tighter regulatory requirements. Innovation isperceived as the key to growth and competitive differentiation. The Bank believes that it can sustainand grow only if it successfully develops new products, services and channels, and venture out andleverage on the ever-changing business trends in response to the evolving market environment. TheBank has launched a number of innovative products and services, including the introduction of tabletbanking, biometric authenticated mobile banking application, Apple iWatch banking application andAl Dana Savings Scheme. The Bank believes that some of the ways in which it is ahead of other banksin the region are that it benchmarks its products against other international bank’s products, it obtainsinnovative ideas through constant brainstorming process and by conducting research. Innovation willalso help in the Bank’s strategy to manage and optimise its costs. Accordingly, the Bank strives toinnovate with a focus on its business units and also strives to grow by improving on the technologyit employs to support such change. The Bank has already embarked on, and plans to further develop,a digital roadmap in the upcoming years to transform itself into a more efficient organisation byensuring that the operations and solutions are all in digital form to the extent possible. This representsan effort to do away with all the manual process which have been contributing to inefficiencies andlonger turn-around times. In line with this aim, a digital maturity assessment will be undertaken acrossall the business and functional units, and any gaps identified will be addressed, in the upcoming yearsbased on the priority levels as determined by appropriate authorities within the Bank.

A continued investment in new ATMs, combined with the further centralisation of its operations, isaimed at increasing efficiencies by migrating up to 80 per cent. of the Bank’s customers out of havingto visit its branches for straightforward cash transactions. This will create additional sales capacity inits branches and alleviate pressure on staff numbers. The Bank has introduced electronic deliverychannels in order to generate business and reduce its operating costs. It will also seek to realiseadditional operational efficiencies associated with having an improved human resources infrastructureby focusing on the training and development of its staff. Specific areas of focus for the Bank includeupgrading the Bank’s online security features, consolidating mobile and online applications andimproving consistency and linkages between the Bank’s various banking platforms, developing callcentres that make use of sophisticated voice recognition technology and upgrading its smartphoneapplications, all of which is aimed at improving its customers’ banking experience, generatingimproved cost-income ratios and minimising the environmental impact of the Bank’s activities.

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International

The Bank is continuing to implement plans to expand internationally through the opening of newbranches and representative offices. For example, it opened representative offices in Bangladesh andin South Africa in 2016, a branch in India and acquired the Indian operations of HSBC Bank Omanin 2015 in order to take advantage of the strong bilateral trade flows with Qatar and the other GCCeconomies. The Bank’s aim is to become a pan-GCC presence, serving its growing client base acrossthe wider GCC region outside of Qatar. The Bank leverages on its reputation in trade finance to expandinto those countries with which Qatar and other GCC countries in which the Bank already has anestablished presence, notably Kuwait and the UAE, enjoy significant trade ties and other bilateral tiesand synergies, including business flows and other ties such as expatriate accounts. The Bank maintainsa targeted network of branches and representative offices in key cities around the world whichcomplement its business model and customer base. The Bank maintains one of the largest internationalnetworks of any Qatari bank. The Bank is also currently working on converting select representativeoffices to branches (for example, the representative offices in Singapore), subject to obtaining thenecessary feasibility studies and approvals.

Through these initiatives, the Bank aims to expand its global footprint, diversify its businessopportunities, lower its cost of funds and introduce best practices in line with global standards.

Skill Development and Sustainability

The Bank believes that its success is the result of the combined efforts of each of its employees. TheBank has always viewed human resource development importantly; given its important role in culturebuilding and the efficiencies it creates in allowing the Bank to achieve its business goals. In addition,the Bank is strongly committed to national human resource development. The Bank seeks to ensurethat it achieves its Qatarisation ratio, which is the Government’s public policy initiative, by asufficient margin. In addition, the Bank makes a special effort by way of scholarships, individualcareer plan, among others, to ensure skill developments of locals. Key focus under this rationale is toimprove/increase the nationalization initiatives, productivity, risk mitigation and employeeengagement.

The Bank’s focus on sustainability in its approach to business and to its shareholders has been and willcontinue to be the cornerstone of its growth. The Bank is the only bank in Qatar which doessustainability reporting in compliance with the global reporting initiative guidelines. The Bank strivesto expand its current sustainability reporting to be more comprehensive in nature.

Diversification

The Bank intends to diversify and increase its assets selectively, with a particular focus on growingthe size and quality of the Bank’s loan portfolio across both the corporate and retail/SME markets inQatar and the GCC. The Bank is considering various diversification strategy, including but not limitedto, geographical diversification, deposit diversification (with a focus on low-cost deposit, currentaccounts and savings accounts) and business segment diversification. In particular, the Bank intendsto target local and international corporate borrowers with short- to medium-term financingrequirements and to further develop its presence in the growing and increasingly affluent Qatari retailbanking sector. In order to expand its customer base (which has already grown from around 65,000to more than 200,000 in the past six years), deepen its customer relationships and offer asolutions-oriented approach to its clients, the Bank has established a number of business units withinthe Wholesale Banking Group, including the Corporate and Commercial Banking, Structured Finance,Public Sector, Mortgage Finance and Real Estate Services units. The Bank’s belief is that the creationof specialist areas of expertise within these units and offering tailored products catering to a range oftarget customers, will lead to an increase in demand for the Bank’s products and contribute to growthin the Bank with specific focus on the respective business units. The Bank’s retail business strategycontinues to be customer-focused, with a view to sustaining market share by offering innovative retailbanking products and providing exceptional customer service and convenience.

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The Bank believes it has maintained a very well diversified loan mix and consistently ensures that itretains a diversified deposit and funding base to minimise concentration risks. The Qatari central bank(the QCB) imposes certain credit concentration limits on regulated banks (including the Bank) inQatar and the Bank adheres to the QCB’s credit concentration policy. Those credit concentration limitsimpose restrictions on the Bank such as single obligor limits as well as restrictions on real estatelending.

Cross-Selling

The Bank has undertaken various joint efforts with various other financial institutions by cross-sellingits products with theirs, and by providing comprehensive financial solutions to its customers, to fulfilall of their relevant financial services requirements in an effort to become a one stop-shop financialservice provider.

This strategy is achieved through a combination of enhanced focus, measurement and inter-divisionalcollaboration. The Bank believes in the concept of delivering the suitable product tailor made to itscustomers’ needs. The Bank focuses on innovation and service delivery, and leverages on the businesspotential through a programme of customer engagement. As a result of this strategy, its key focus isto understand the customer segments and deliver the right product for each of those segments.

The key strategy for this customer-centric approach is as follows:

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Robust Risk Management

The Bank has implemented risk management policies and procedures designed to identify and analyse

the risks inherent in the Bank’s business. The Bank’s risk management systems are continuously

monitored and improved and are overseen by the Bank’s senior management. For example, the Bank

has introduced internal rating systems for corporate and SME exposures. The Bank’s senior

management believes that the effectiveness of the Bank’s risk management policies and procedures

represent a key strength of the Bank and has contributed to its continued profitability and adequate

capitalisation amid the difficult global economic backdrop. In order to ensure a robust risk

management framework, the Bank will embark on a journey to review all of its risk-related policies,

processes and systems.

Other Key Strategic Changes

The Bank is currently undergoing a transformation in terms of organisational and governance structure

and, to this aim, had contracted an external consultant to review its current organisational structure,

target operating model, governance structure, compensation structure, delegation of authority,

succession planning and performance review process to incorporate best practices distilled from the

industry in its operations. Accordingly, the Bank is working towards implementing the consultant’s

recommendations over the next few years in line with the timelines set by its Board of Directors (the

Board).

The following is the Bank’s organisation chart as at 30 June 2016:

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BUSINESS ACTIVITIES

The Bank operates principally through four business groups: the Retail Banking Group, the Wholesale

Banking Group, the International Banking Group and the Treasury and Investments Group. Each group

is headed by experienced bankers and reports directly to the Bank’s CEO.

Retail Banking Group

The Retail Banking Group provides a wide range of products and services to individuals, including

transactional and deposit accounts, mortgages, personal loans and credit cards.

Wholesale Banking Group

The Wholesale Banking Group focuses on corporate and commercial banking, structured finance,

public sector finance, mortgage finance and real estate services, private banking and small and

medium enterprises.

International Banking Group

The International Banking Group manages the Bank’s international operations, as well as relationships

with financial institutions around the world. It also manages the Bank’s syndicated loan portfolio.

Treasury and Investments Group

The Treasury and Investments Group is responsible for activities such as foreign exchange, treasury

products and managing the Bank’s proprietary trade book.

These four groups are supported by the Risk Management, Technology and Operations, Group Finance

and Human Resources Groups. Further support for these four groups is provided by the Internal Audit,

Compliance and Legal departments.

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The table below shows the gross assets, interest income and non-interest income for each of the Bank’sprincipal operating groups as at 30 June 2016, 31 December 2015, 31 December 2014 and 31December 2013. The financial information contained in the table below relating to the Bank’sprincipal operating groups and referred to elsewhere in this “Business Activities” section has beenextracted from the unaudited consolidated management accounts of the Bank as at and for the sixmonths ended 30 June 2016 and as at and for the years ended 31 December 2015, 31 December 2014and 31 December 2013, respectively.

30 June 2016 31 December 2015 31 December 2014 31 December 2013

QAR ’000(U.S.$’000)(1) per cent. QAR ’000 per cent. QAR ’000 per cent. QAR ’000 per cent.

Assets(1)

Wholesale Banking . . . . . . . . 41,421,522 11,374,852 47% 40,648,559 49% 33,963,655 45% 28,173,882 42%

Retail Banking . . . . . . . . . . 7,381,937 2,027,169 8% 7,916,107 10% 7,891,226 10% 7,276,305 11%

International Banking(2) . . . . . . 12,229,729 3,358,432 14% 12,001,873 14% 11,785,269 16% 10,413,472 16%

Treasury and Investments . . . . . 20,408,765 5,604,494 23% 17,641,200 21% 17,030,115 23% 16,138,836 24%

Cash and balances with Central

Bank. . . . . . . . . . . . . . 4,335,300 1,190,526 5% 3,562,821 4% 3,303,651 4% 3,435,761 5%

Fixed assets and other assets . . . 1,580,841 434,118 3% 1,538,553 2% 1,543,646 2% 1,531,568 2%

Total Assets. . . . . . . . . . . . 87,358,094 23,989,591 100% 83,309,113 100% 75,517,562 100% 66,969,824 100%

Interest Income(1)

Wholesale Banking . . . . . . . . 963,096 264,478 62% 1,744,367 61% 1,294,630 52% 1,213,463 51%

Retail Banking . . . . . . . . . . 202,950 55,733 13% 427,733 15% 396,282 16% 411,245 17%

International Banking(2) . . . . . . 162,274 44,562 10% 257,921 9% 406,308 16% 285,276 12%

Treasury and Investments . . . . . 224,358 61,611 15.% 412,154 15% 410,015 16% 484,478 20%

Total Interest Income . . . . . . 1,552,678 426,384 100% 2,842,175 100% 2,507,235 100% 2,394,462 100%

Non-interest Income(1)

Wholesale Banking . . . . . . . . 94,017 25,817 26% 197,752 26% 213,230 23% 183,419 26%

Retail Banking . . . . . . . . . . 91,247 25,058 25% 174,407 23% 152,340 17% 116,332 16%

International Banking(2) . . . . . . 53,470 14,684 15% 124,386 16% 156,635 17% 105,596 15%

Treasury and Investments . . . . . 85,015 23,346 23% 167,082 22% 310,528 34% 237,748 33%

Others. . . . . . . . . . . . . . . 39,492 10,845 11% 100,351 13% 85,611 9% 75,819 10%

Total Non-interest Income . . . . 363,241 99,750 100% 763,978 100% 918,344 100% 718,914 100%

Notes:(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rate

of U.S.$ 1.00 = QAR3.6415.(2)

International Banking also includes the assets and results of the Bank’s foreign branch operations.

Retail Banking Group

The Bank has focused on building a profitable and sustainable retail banking business in order tocapitalise upon the high per capita income of the local population and the influx of expatriates intoQatar. The retail business strategy continues to be customer-centric with an approach to sustainingmarket leadership built upon offering what the Bank believes to be the most innovative products andproviding the highest levels of customer service and convenience.

The Bank’s Retail Banking Group offers a range of products and services to its over 190,000customers through diverse delivery channels including branches, ATMs, mobile banking, internetbanking, SMS banking, call centres, mobile ATM vans and electronic branches. The Bank has amerchant acquisition programme and has installed over 3,000 point of sale machines as at 30 June2016.

The Retail Banking Group’s total income for the six months ended 30 June 2016 and for the year ended31 December 2015 was QAR 294.20 million (U.S.$ 80.79 million) and QAR 602.14 million,respectively, made up of 68.98 per cent. and 71.04 per cent. interest income, respectively, and 31.02

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per cent. and 28.96 per cent. non-interest income, respectively. The Retail Banking Group’s totalincome represented 15.36 per cent. and 16.70 per cent. of the total income of the Bank for the sixmonths ended 30 June 2016 and for the year ended 31 December 2015, respectively. The RetailBanking Group’s total assets as at 30 June 2016 and as at 31 December 2015 were QAR 7,381.94million (U.S.$ 2,027.17 million) and QAR 7,916.11 million, respectively, representing 8.45 per cent.and 9.51 per cent., respectively, of the Bank’s total assets.

The Group targets both the local Qatari and the large and diverse expatriate population by offering awide range of products, multiple delivery channels and a particular focus on customer service. TheBank’s customer base comprises an equal mix of Qatari nationals and non-Qatari nationals, though65.00per cent. of the Bank’s lending is to its Qatari national customers. The Bank’s retail customerbase has grown to over 190,000 as at the date of this Prospectus from 65,000 in 2008, while it has a9.02 per cent. share of the retail loan market according to figures published by the QCB as at 30 June2016.

The Bank believes that its retail banking offering enjoys a significant competitive edge over itscompetition through its use of innovative products and its investment in self-service electronicchannels including internet banking, mobile banking, SMS banking, and electronic branches andchannels.

In order to support its strategy of offering cross border banking services to expatriates living in theState of Qatar, the Bank has entered into collaboration agreements with Tata Asset Management(Mauritius) Pvt. Ltd., Dhanlaxmi Bank, India, National Bank, Bangladesh, Commercial Bank ofCeylon, Sri Lanka, Asia United Bank, Philippines, Allied Bank, Pakistan and Akbank, Turkey. TheBank also collaborates with Axis Bank, Induslnd Bank and Federal Bank and Doha Brokerage andFinancial Services from India, Bank of Beirut, Lebanon, Allied Banking Corporation, Philippines andNabil Bank from Nepal.

The retail business strategy continues to be customer focused with an approach to sustaining marketshare by offering what the Bank believes to be the most innovative retail banking products andproviding the highest levels of customer service and convenience. The Bank’s range of retail financialproducts and services includes transactional and deposit accounts, mortgages and personal loans.

Transactional and deposit accounts

The Bank offers a wide range of transactional accounts and deposit products to its customers,including current accounts, vanilla fixed deposits, Al Dana savings accounts, call accounts, payrollaccounts, Al Dana Young Saver accounts for children and various other deposit products of differentmaturities and yields. The Bank offers both interest bearing and non-interest bearing current accountsas part of its conventional retail banking suite.

The Bank has adopted various initiatives to attract new customers, including deposit products whichprovide multi-currency flexibility, the offer of high returns and protected capital, the Upfront InterestDeposit Account (under which the customer is paid the interest up front for the term of the deposit)and the Smart Saver Deposit for saving for children’s educational needs. The Bank has also introduceda long-term deposit product called Al Jana Series 6 offering high interest rates with tenors rangingfrom 2 years to 5 years. The Al Dana Savings Scheme is a product that offers customers the chanceto win cash prizes and up to QAR 1 million every month in various draws conducted monthly.

Retail customer deposits are an important source of funding for the Bank. The Bank’s total customerdeposits decreased by 0.68 per cent. to QAR 52,406.51 million (U.S.$ 14,391.46 million) as at 30 June2016 from QAR 52,766.61 million as at 31 December 2015, which was an increase of 14.84 per cent.from QAR 45,946.58 million as at 31 December 2014, which was an increase of 8.05 per cent. fromQAR 42,522.49 million as at 31 December 2013. Customer deposits from individuals represented20.34 per cent., 19.77 per cent., 20.42 per cent. and 20.57 per cent. of total customer deposits, as at30 June 2016, 31 December 2015, 31 December 2014 and 31 December 2013, respectively.

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Mortgages

The Bank offers home loan facilities to both Qatari nationals and non-Qataris to finance acquisition,construction or lease of land and property. Changes to Qatari law in connection with foreign ownershipof land have opened up parts of the local real estate market and this fact, combined with the initiationof a number of new projects open to foreign investment and an increase in Qatar’s population, has ledto an increase in demand.

The repayment period for home loans is up to 20 years, the maximum loan to value ratio for homeloans is 70 per cent. and the home loans are secured against the financed properties.

Personal Loans

The Bank offers a suite of personal loan products to its retail customers geared to the specific needsof its customers, including marriage loans for Qatari nationals, education loans for both Qatarinationals and non-Qataris, and standard personal loans for eligible applicants to suit their personalneeds in accordance with the QCB guidelines and the Bank’s risk frame work.

Personal loans are made for a period of up to six years to Qatari national individuals and up to fouryears to non-Qatari national individuals. Loans are only made to those individuals who transfer theirmonthly salaries to the Bank.

In determining whether to accept an application for a personal loan, the Bank takes into considerationa number of factors, including the customer’s age and income. In addition, the customer has to fulfilcertain criteria, which includes among others, its employer needs to be part of the approved list ofcompanies with the Bank, its salary has to be deposited with the Bank, its current indebtedness shallnot exceed, for expatriates only, 50 per cent. of the customer’s monthly salary and, for Qatari nationalindividuals, 75 per cent. of its basic and social salary.

Personal loans are generally granted on an unsecured basis to salaried individuals, but can also beextended to non-salaried individuals against their deposits which will be held as collateral or regularcash flows of rental income from government institutes. The Bank’s latest personal loan productoffering is the loan against cross border deposits to leverage its presence in multiple countries andprovide unique value-added product options to its customers.

Vehicle Loans

The Bank offers vehicle loans, with repayment periods extending to six years for Qatari nationalindividuals and four years for non-Qatari national individuals. The vehicle remains registered in thename of the Bank until the loan is repaid. The Bank seeks to augment its product offering with tie-upswith various automobile dealers and special promotions for vehicle loans during the festive seasonsof Ramadan and Eid.

Credit Cards

The Bank offers an extensive range of credit and debit cards. Currently, credit and debit cards areissued to the Bank accountholders only. The Bank’s credit cards offer a multitude of features andbenefits, including a loyalty programme, the convenience to remit money home via credit cards,payment of school fees in equated monthly instalments, zero interest rate payment plans, dining andspa offers as well as travel related benefits such as complimentary travel insurance, airport loungeaccess, both home and away, and attractive cash back and duty free offers each summer.

The number of credit cardholders has increased from 12,000 in 2005 to 61,000 as at the date of thisProspectus. The Bank has launched a number of credit card products that have been instrumental inattracting new customers. For example, in June 2011, the Bank launched a dual-branded card withLulu Hypermarket, a major local retail chain based in Abu Dhabi

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that rewards cardholders when they shop at LuLu Hypermarket. In 2011, the Bank also launched theAl Riyada Infinite card, which is a premium credit card that allows high net worth cardholders to earnloyalty points at the fastest rate in town. Most recently, in March 2015, for the first time in Qatar, theBank launched a ladies-only, Al Asriya credit card targeting female customers. In addition, the Bankplans to launch additional plastics such as a Union Pay credit card with the largest issuer in the world,and an exciting new co-brand with a major local brand in the near future.

D-payroll cards

The Bank offers comprehensive payroll solutions for corporate clients following a nation-widedirection by the QCB and the Ministry of Labour. The payroll card is issued to low income workerspursuant to their respective company’s request, and can be used by the workers on all of the Bank’sATM and POS machines. The workers may remit money to their home countries via SMS subject tothe registration of the beneficiary. The Bank currently provides payroll solutions for 298,000 workersand 1,787 employers. This has contributed to raising the Bank’s liability balances and has created newavenues for the Bank to offer comprehensive insurance and remittance solutions.

Wholesale Banking Group

The Wholesale Banking Group is a significant contributor to the Bank’s revenues and is responsiblefor one of the largest corporate and commercial lending portfolios in Qatar. The Wholesale BankingGroup’s total income for the six months ended 30 June 2016 and for the year ended 31 December 2015amounted to QAR 1,057.11 million (U.S.$ 290.30 million) and QAR 1,942.12 million, respectively,which was made up of 91.11 per cent. and 89.82 per cent. interest income, respectively, and 8.89 percent. and 10.18 per cent. non-interest income, respectively. The Wholesale Banking Group’s totalincome represented 55.18 per cent. and 53.86 per cent. of the Bank’s total income for the six monthsended 30 June 2016 and for the year ended 31 December 2015, respectively. The Wholesale BankingGroup’s total assets as at 30 June 2016 and as at 31 December 2015 were QAR 41,421.52 million(U.S.$ 11,374.85 million) and QAR 40,648.56 million, respectively, representing 47.42 per cent. and48.79 per cent., of the Bank’s total assets. The Wholesale Banking Group has evolved to be one of theBank’s core competencies and is a particular strategic focus for the Bank.

The Wholesale Banking Group comprises divisions from Corporate and Commercial Banking,Corporate Finance, Public Sector, Mortgage Finance, Real Estate Services, Cash ManagementServices and Small and Medium Enterprises. Through these divisions, the Wholesale Banking Grouptargets local and international companies and conglomerates, large local business houses and smalland medium enterprise customers in Qatar. Most of the Wholesale Banking Group’s products andservices are offered locally and in QAR denomination. The divisions also seek to cross-sell the Bank’sother products and services. The Wholesale Banking Group’s strategy includes focusing on, inparticular, the public sector in Qatar (where the Bank anticipates there will be a strong demand forfinancing) and also contractors, SMEs , trading companies, manufacturing companies andgovernment-related entities.

The Wholesale Banking Group has a well-diversified exposures across a range of industries such ascontracting (17.85 per cent.), trading (16.42 per cent.), real estate (21.49 per cent.), manufacturing andservices (19.81 per cent.) and government and semi-government entities (6.42 per cent.) as at 30 June2016. The Wholesale Banking Group seeks to differentiate itself by positioning the Bank as a completeprovider of financial solutions and by seeking to develop long-term advisory relationships withcustomers.

The Government’s National Development Plan of 2011-2016 committed over U.S.$225 billion toinvestments in infrastructure, education, healthcare, human development and energy. However,investments under the National Development Plan are progressing more slowly than anticipated andcompetition within Qatar for mandates in relation to these investments has intensified. As a result, the

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Wholesale Banking Group has adopted a strategy to diversify its asset base and to increase its revenueshare. In parallel, the Wholesale Banking Group is actively engaged in developing and offering newproducts and services to its clients in order to take advantage of the Bank’s planned internationalexpansion.

Corporate and Commercial Banking Division

The Corporate and Commercial Banking division offers a wide range of commercial products,including working capital facilities, trade finance products, overdrafts, short-term loans, billsdiscounting, letter of credit finance and medium and long term loans for capital expenditures. Thedivision also provides project financing in various sectors, including the infrastructure developmentof roads, sewerage, airports, power, water and oil and gas sectors.

The Corporate and Commercial Banking division is the main unit within the Wholesale BankingGroup, contributing 68.15 per cent. and 70.48 per cent. of the Wholesale Banking Group’s revenues,respectively, for the six months ended 30 June 2016 and for the year ended 31 December 2015(compared to 78.94 per cent. and 78.74 per cent. for the year ended 31 December 2014 and 31December 2013, respectively). Throughout 2015, this division pursued a strategy of cautious growthand focused on improving the range of products on offer.

The Corporate and Commercial Banking division has had strong business relationships withprestigious companies in Qatar covering various economic sectors such as automobile, construction,travels, real estate and general trading, among others.

Corporate Finance Division

The Corporate Finance division originates, structures, underwrites and distributes large deals,typically over QAR 100 million in size, on a syndicate and club basis, for local large Qataricompanies.

The Corporate Finance division sources transactions through international and regional financialinstitutions and through the Bank’s overseas representative offices.

This division also offers advisory services such as advice on corporate restructuring, initial publicofferings and syndications to local and foreign companies.

Public Sector Division

The Public Sector division offers support and solutions to government and semi-governmentcorporations operating in Qatar, with particular emphasis on financing infrastructure projectsundertaken by the Government in line with its National Vision 2030 and the need to provide therequisite infrastructure to host the FIFA World Cup in 2022. The Bank is seeking to develop a greatershare of the public sector financing market.

This division offers a variety of products including foreign exchange, cash management, workingcapital, structured trade finance, payments, collections and other commercial services. The Bank hasbeen successful in building strong relationships within this segment.

Mortgage Finance and Real Estate Services Division

The Mortgage Finance and Real Estate Services division provides customers in the field ofcommercial real estate with financing and related advisory services. The division focuses on bothstandard real estate lending and customised solutions through a variety of tailored products.

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Cash Management Services Division

The Cash Management Services division provides customers with fast, reliable and cost-effectivetailor-made solutions to meet their cash needs. The division’s customised online platform contributesto its customers’ operational efficiency, promotes the reduction in operating cost by paperlesstransactions and facilitates better accounting and reconciliation with a focus on liquidity optimisation.The services offered range from receivables management, to secured cash pickup, payablesmanagement and liquidity management.

Small and Medium Enterprises Division

The Small and Medium Enterprises division operates under the brand name “Tatweer” and wasestablished in 2007. It is now one of the fastest growing areas within the Wholesale Banking Groupmeasured by total assets. Businesses categorised by the Bank as SMEs are those with an annualturnover of up to QAR 50 million.

Tatweer focuses primarily on SMEs which are involved in importing, trading and distribution(including grocery stores and supermarkets), service companies in the fields of travel, healthcare,software development, cleaning, advertising, petrol supply, food industry businesses such asrestaurants and catering companies, transportation businesses and contracting companies.

The Bank offers a wide range of SME products including working capital financing in the form ofoverdraft facility, invoice discounting facility, term lending and contract financing products inaddition to trade services such as letters of credit and letters of guarantee. The Bank also offers creditand debt cards for SMEs to manage their cash flows. The Wholesale Banking Group is engaged inrolling out its SME product offerings to other GCC markets through their branch networks in the UAE(Dubai and Abu Dhabi) and Kuwait.

In addition to its lending products, the Bank’s SME division also offers specialized services includingcash management, payroll products, customized forex solutions, insurance solutions through itssubsidiary, DBAC.

International Banking Group

The International Banking Group manages the Bank’s international network of branches andrepresentative offices, facilitates overseas commercial trade (working in co-ordination with the Bank’sother branches and representative offices where appropriate) and is responsible for buildingrelationships with financial institutions globally. This group has relationships with more than 800financial institutions worldwide and also actively participates in syndicated loans to other banks andfinancial institutions, predominantly in the GCC and Asia.

The Bank plans to expand internationally through the opening of new branches and representativeoffices to diversify its assets, revenue and customer base and to facilitate cross border transactions.The Bank has targeted countries with which the GCC enjoys significant trade ties, as it has substantialexpertise and experience in this area. The Bank also believes that closer regional integration will helpto develop a pan-GCC presence to cater for and serve its growing client base. The Bank has alreadyestablished full-fledged branches in Dubai, Kuwait, Abu Dhabi and India.

The International Banking Group’s total income for the six months ended 30 June 2016 and for theyear ended 31 December 2015 was QAR 215.74 million (U.S.$ 59.25 million) and QAR 382.31million, respectively, made up of 75.22 per cent. and 67.46 per cent. interest income, respectively, and24.78 per cent. and 32.54 per cent. non-interest income, respectively. The International BankingGroup’s total income represented 11.26 per cent. and 10.60 per cent. of the Bank’s total income for

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the six months ended 30 June 2016 and for the year ended 31 December 2015, respectively. TheInternational Banking Group’s total assets as at 30 June 2016 and as at 31 December 2015 were QAR12,229.73 million (U.S.$ 3,358.43 million) and QAR 12,001.87 million, respectively, representing14.00 per cent. and 14.41 per cent., respectively, of the Bank’s total assets.

Trade finance and project finance activities of this group include issuing guarantees and agent counterguarantees to international banks, and confirming letters of credit issued by international banks. Thisgroup also engages in risk participation with international banks. With the extended presence aroundthe globe, the International Banking Group works closely with banks worldwide in soliciting primarytrade transactions, and providing support to the Bank’s treasury function in allowing it to arrangesyndicated loans, club loans, bankers acceptance financing and trade loans with affordable pricing.

The Bank has strengthened its presence in the GCC since 2008 with the establishment of branches inDubai, Kuwait and Abu Dhabi. Relationship management at these branches is provided locally, whilesupport for special customer solutions, administration and processing is provided by the Bank’s headoffice in Doha. The Bank’s Dubai, Kuwait and Abu Dhabi branches offer wholesale, retail, treasuryand trade finance products and services. The Bank intends to expand further into other GCC marketsin the near future.

The Bank also maintains a representative office in each of Australia, Canada, China, Germany, HongKong, Japan, Korea, Sharjah, Singapore, South Africa, Turkey, United Kingdom and Bangladesh. TheBank plans to convert its representative office in Singapore into a full service branch and its branchesin India into a wholly-owned subsidiary.

Treasury and Investments Group

The Treasury and Investments Group is also responsible for managing any asset and liability gaps andthe day-to-day liquidity of the Bank and is part of the Bank’s Asset and Liability Committee (ALCO)managing the Bank’s short and medium term liability structure and funding costs.

The Treasury and Investments Group has strong relationships with all major government andsemi-government departments, as well as with major corporate clients in Qatar. It is developing agrowing corporate client base outside Qatar, notably in the GCC, acquired through its branch activitiesin the UAE and Kuwait. This broadening customer base includes corporate, institutional, SME, retailand private banking customers.

The Treasury and Investments Group’s total income for the six months ended 30 June 2016 and forthe year ended 31 December 2015 was QAR 309.37 million (U.S.$ 84.96 million) and QAR 579.24million, respectively, made up of 72.52 per cent. and 71.15 per cent. interest income, respectively, and27.48 per cent. and 28.85 per cent. non-interest income, respectively. The Treasury and InvestmentsGroup’s total income represented 16.15 per cent. and 16.06 per cent. of the Bank’s total income forthe six months ended 30 June 2016 and for the year ended 31 December 2015, respectively. TheTreasury and Investments Group’s total assets as at 30 June 2016 and as at 31 December 2015 wereQAR 20,408.77 million (U.S.$ 5,604.49 million) and QAR 17,641.20 million, respectively,representing 23.36 per cent. and 21.18 per cent., respectively, of the Bank’s total assets. The increasesin level of assets is in line with the Bank’s strategy of increasing its portfolio of high quality liquidassets bonds to meet the higher liquid coverage ratio imposed by the Qatar Central Bank.

The Treasury and Investments Group is responsible for the Bank’s proprietary investments in fixedincome, equity and other types of investments. For its fixed income instruments, the Treasury andInvestments Group has focused on increasing its holdings of local sovereign debt, such as treasurybills issued by the State of Qatar. As at 30 June 2016 and as at 31 December 2015, QAR 8,506.90million (U.S.$2,336.10 million) and QAR 7,903.33 million, respectively, of such investments arebonds issued by the State of Qatar, with the remaining QAR 4,884.47 million (U.S.$1,341.33 million)

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and QAR 4,294.90 million, respectively, being in securities held under both held to maturity andavailable for sale categories. The Treasury and Investments Group’s total investment portfolio stoodat QAR 13,391.37 million (U.S.$ 3,677.43 million) and QAR 12,198.23 million as at 30 June 2016 andas at 31 December 2015, respectively.

The table below shows the Bank’s available-for-sale investments, held to maturity investments andinvestment securities classified as held for trading as at 30 June 2016, 31 December 2015, 31December 2014 and 31 December 2013.

Financial Investments

30 June 201631 December

201531 December

201431 December

2013

QAR 000’s U.S.$000’s(1) QAR 000’s QAR 000’s QAR 000’s

(unaudited) (unaudited)

Available-for-sale investments . . . 7,470,767 2,051,562 6,457,373 5,291,922 5,622,300Held to maturity investments . . . . 5,916,137 1,624,643 5,724,162 4,527,255 6,081,277Investment securities classified as

held for trading . . . . . . . . . . . . 4,470 1,228 16,697 36,541 —

Total . . . . . . . . . . . . . . . . . . . . . . 13,391,374 3,677,433 12,198,232 9,855,718 11,703,577

Notes:

(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rate

of U.S.$ 1.00 = QAR 3.6415.

In the ordinary course of its business, the Bank, acting through its Treasury and Investments Group,enters into a range of transactions that involve derivative instruments.

The Treasury and Investments Group also provides a broad range of risk management services andinvestment products including foreign exchange, money market, fixed income, mutual funds, equitybrokerage and commodities, interest rate and foreign exchange derivatives. The group also providesbespoke solutions tailored to meet individual clients’ needs, particularly in risk management.

In July and August 2013, the Bank began offering AI Hayer Fund-Class A to its customers. The firstnet asset value of the fund was recorded on 31 October 2013. The product has since been amended asa private placement offering to both no-Qatari and Qatari participation for individuals and institutions.

Doha Bank is currently proposing a Qatar Exchange Traded Fund, for listing on the exchange. Thisproduct will allow all investors both Qatari and non-Qatari investors to participate in the local marketby buying the Qatar index via one trade, through the Qatar Exchange Traded Fund. The offeringdocuments are currently with the Listing Committee.

DOHA BANK ASSURANCE COMPANY LLC

DBAC was established in 2007 as part of the Bank’s strategy of creating a one-stop shop financialservices provider and provides general insurance products to corporate customers. It is awholly-owned subsidiary of the Bank and is licensed and regulated by the QFC.

DBAC has been rated by Standard & Poor’s as ‘BBB+/Stable’ (counterparty credit and insurerfinancial strength) and it is also an ISO 9001: 2008 certified company. DBAC’s Gross WrittenPremium (GWP) decreased from QAR 107.78 million for the year ended 31 December 2013 to QAR107.08 million for the year ended 31 December 2014, to QAR 88.29 million for the year ended 31December 2015 and to QAR 44.27 million (U.S.$ 12.16 million) for the six months ended 30 June2016.

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DBAC is supported by a panel of ‘A’ rated reinsurers, which means that DBAC is able to reduce therisk that it will have to pay out a large insurance claim as it transfers portions of its risk portfolio toother insurers. DBAC’s clients include several large Qatari corporations, as well as governmentinstitutions. DBAC offers a wide range of insurance products, including contractors’ all risksinsurance, property and equipment insurance, public liability insurance and group medical insurance.These products are sold through the different groups within the Bank, as well as by DBAC itself.DBAC’s focus is on the convergence of the Bank’s customer base through risk advisory services,product development and gaining access to new markets.

DBAC’s objective over the next three years is to significantly increase its market share and to improveits financial performance. In order to achieve this goal, DBAC plans to continue to capitalise on itsstrong parent branding and execution of its strategic roadmap, in order to maximise internal andexternal distribution channel opportunities, particularly for corporate customers. In addition toproviding a competitive customer value proposition in respect of a comprehensive range of productsand services, DBAC will also maintain focused efforts on its strong risk management framework,underwriting controls and capital adequacy as demonstrated the ratings given by S&P and ISOupgraded.

DELIVERY CHANNELS

The Bank operates primarily from its head office in Doha and, as at 30 June 2016, it operates froma domestic network of 30 branches, 11 e-branches, nine pay offices, one mobile branch and 156 ATMs,including 23 ATMs in the UAE, two ATMs in Kuwait and one ATM in India. The Bank’s operationsare focused primarily in Qatar and such Qatari-focused operations contributed 97.44 per cent. and94.53 per cent. of the Bank’s net profit for the six months ended 30 June 2016 and for the year ended31 December 2015, respectively. In addition, the Bank has six overseas branches in Abu Dhabi, Dubai,India and Kuwait, including two branches of HSBC Bank Oman S.A.O.G. in Mumbai and Kochi, India,which the Bank acquired in 2015. In addition, the Bank maintains 13 foreign representative offices,one located in each of Dhaka, Frankfurt, Hong Kong, Istanbul, Johannesburg, London, Seoul,Shanghai, Sharjah, Singapore, Sydney, Tokyo and Toronto. The Bank plans to convert itsrepresentative office in Singapore into a full service branch and its branches in India into awholly-owned subsidiary. Branches vary from small to medium and large scale branches serving Bankcustomers in various areas in Qatar. Independent branch managers manage the Bank’s branches whooversee the branch and ensure compliance with the Bank’s strategy and regulatory requirements. Forexample, the Bank’s branch managers are authorised to approve credit and sanctioning of loans in linewith the Bank’s policies and procedures. Branches report directly to the head of Branch DistributionChannel and indirectly to the head of Marketing and Business Development who follows up onperformance and support to achieve branch targets and business deliverables. Each branch is givenannual targets that are subject to change based on changing market circumstances, and develops itsown business plans to achieve their targets in cooperation with the Bank’s head office businessdevelopment team. The Retail Banking Group has undergone a transformation in order to equip andconvert branches into focused sales and service outlets using a standardised branding andmerchandising approach supported by the centralisation and automation of various activities. The aimof the Retail Banking Group’s transformation strategy is to, among others, ensure a standard imageacross the branch network.

The Bank believes that its branch network has a wide presence across Qatar. The Bank has locationsin remote areas at the south border and stretching to the north and west of Qatar to support oil andgas industrial cities. The majority of the Bank’s branches are within and around Doha and are locatedin high traffic open marketplaces (souqs), commercial areas and shopping malls, with a few branchesat more remote locations such as Ras Laffan, Al Ruwais, Dukhan and Salwa. This diverse network hashelped the Bank to extend its reach and obtain a significant market share of retail banking in Qatar.The Bank has the second largest conventional retail branch network in Qatar after QNB.

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Electronic branches operate through electronic machines and provide cash deposit, cash withdrawal

facilities, funds transfer and other banking facilities. The Bank has a merchant acquisition programme

and has installed over 3,494 point of sale machines in Qatar as at 30 June 2016. The Bank plans to

expand its ATM network within the next 12 months and has replaced a number of existing ATMs with

more advanced models offering increased functionality such as accepting deposits and e-remittances.

The Bank was one of the first banks in Qatar to introduce telephone and SMS banking, WAP banking

and internet banking and has encouraged the use of self-service electronic channels such as internet

banking, SMS banking and electronic branches through the establishment of a separate business

division.

RELATED PARTY BALANCES AND TRANSACTIONS

The Bank carries out various transactions with members of the Board, the Executive Management or

companies in which they have significant interest or any other parties of important influence in the

Bank’s financial or operational decisions.

The following table provides balances with related parties and the total amount of transactions, which

have been entered into with related parties, as at and for the six months ended 30 June 2016 and as

at and for the years ended 31 December 2015, 31 December 2014 and 31 December 2013:

30 June 2016

QAR 000’s (U.S.$000’s)(1)

(Unaudited)

Statement of financial position items (as at 30 June 2016)Loans and advances to customers . . . . . . . . . . . . . . . . . . . . . . . . . 1,270,561 348,911Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378,337 103,896Contingent liabilities and other commitments . . . . . . . . . . . . . . . 879,363 241,484Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,305 2,281Statement of income items (for the six months ended 30 June

2016)Interest, commission and other income. . . . . . . . . . . . . . . . . . . . . 19,855 5,452Interest, commission and other expenses . . . . . . . . . . . . . . . . . . . 5,107 1,402

Notes:

(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rate

of U.S.$1.00 = QAR3.6415.

2015 2014 2013

QAR 000’s QAR 000’s QAR 000’s

Statement of financial position items (as at 31December)

Loans and advances to customers . . . . . . . . . . . . . . . . . . . . . 1,280,508 1,033,716 1,350,905Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 409,029 429,926 380,705Contingent liabilities and other commitments . . . . . . . . . . . 931,377 998,929 621,880Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,305 3,650 —Statement of income items (for the year ended 31

December)Interest, commission and other income. . . . . . . . . . . . . . . . . 35,022 25,658 44,678Interest, commission and other expenses . . . . . . . . . . . . . . . 6,968 10,261 7,413

All the transactions with the related parties are substantially on the same terms, including interest andcollateral, as those prevailing in comparable transactions with unrelated parties.

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CAPITAL MANAGEMENT/ADEQUACY

The Bank maintains an actively managed capital base to cover the risks inherent in its business. TheBank also monitors the adequacy of its capital using, among other measures, the rules and ratiosestablished by the Basel Committee on Banking Supervision and adopted by the QCB.

The primary objective of the Bank’s capital management is to ensure that the Bank complies withexternally imposed capital requirements and that the Bank maintains strong credit ratings and healthycapital ratios in order to support its business and to maximise shareholders’ value.

The Bank manages its capital structure and makes adjustment to it in light of changes in economicconditions and the risk characteristics of its activities. In order to maintain or adjust the capitalstructure, the Bank may adjust the amount of dividend payment to shareholders or issue capitalsecurities.

The Bank has followed the QCB Basel III capital adequacy ratio (CAR) with effect from 1 January2014 in accordance with QCB regulations. As at 30 June 2016, the Bank’s CET 1 capital ratio(calculated in accordance with the guidelines of Basel Committee on Banking Supervision and adoptedby the Qatar Central Bank (QCB)) was 10.60 per cent. The Bank’s capital adequacy ratio is calculatedin accordance with the guidelines of the Basel Committee. The QCB capital adequacy requirement isa minimum of 12.63 per cent. (including a Capital conservation buffer of 2.5per cent. and aDomestically Systemically Important Bank (DSIB) buffer of 0.25 per cent. for 2016 and the Basel IIIrequirement is a minimum of 10.00 per cent without capital conservation buffer and 12.50 per cent.including Capital conservation buffer.

In December 2008, the Bank approved a 20 per cent. capital increase to be subscribed to by the QIA,5 per cent. of which was completed in December 2008, with another 5 per cent. completed in January2010 and a final 10 per cent. completed in January 2011. See “Share Capital and CorporateStructure”.

The ratio of equity to loans and advances and financing activities of customers was 23.61 per cent.as at 30 June 2016 and 23.75 per cent. as at 31 December 2015. Equity to total assets was 14.98 percent. as at 30 June 2016, compared to 15.85 per cent. as at 31 December 2015.

The following table shows the risk-weighted assets and their risk-weighted values for capital adequacyratio purposes under the Basel Committee’s guidelines and the QCB Instructions as at 30 June 2016,31 December 2015, 31 December 2014 and 31 December 2013, respectively.

30 June 2016

31 December

2015 2014 2013

(unaudited)

(QAR 000’s) (U.S.$000’s)(1) (QAR 000’s)

Risk weighted assets . . . . . . . . . . 77,995,757 21,418,579 80,152,166 68,455,918 64,145,665Common Equity Tier 1 Capital. . . 8,263,832 2,269,348 8,327,067 8,049,896 7,188,659Additional Tier 1 capital . . . . . . . 4,000,000 1,098,448 4,000,000 2,000,000 2,000,000Additional Tier 2 capital . . . . . . . 277,565 76,223 278,118 237,338 1,009,612

Total Eligible Capital . . . . . . . . . 12,541,397 3,444,019 12,605,185 10,287,234 10,198,271

Total Capital Adequacy Ratio(in percentages) . . . . . . . . . . . . 16.08% 16.08% 15.73% 15.03% 15.90%

Notes:(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rate

of U.S.$1.00 = QAR3.6415.

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Regulatory capital consists of Tier 1 capital and Tier 2 capital. Tier 1 capital consist of (i) commonequity, which comprises share capital, other disclosed reserves and retained earnings after deductinginterim losses and regulatory deductions; and (ii) additional Tier 1 capital instruments less regulatorydeductions.

The other component of regulatory capital is Tier 2 capital, which includes subordinated debt, eligiblegeneral provisions/reserves less regulatory deductions.

INFORMATION TECHNOLOGY

The Bank’s Information Technology (IT) division has been a major contributor in aligning itsemployees, processes and technology to transform the way the Bank works. The division is responsiblefor developing the Bank’s IT strategy and the delivery of all related services to its employees andcustomers. To support the needs of its customers better, the Bank has undertaken severaltransformational initiatives through innovation and following the latest technology trends in thebanking industry.

The Bank has incorporated technology as an innovation driver to provide state-of-the-art products andservices to its customers and has leveraged on IT to improve its efficiency and the effectiveness of itsbanking services delivery. Since the Bank believes in technology being the key driver for enhancedand improved service delivery to its customers, the Bank has been continuously ensuring that itstechnology is kept up-to-date in order to ensure best-in-class technology. The Bank believes that it isa pioneer and a prime mover of banking technology and has provided its customers with severalinnovative and new products in the country.

The Bank has provided its customers with different channels in terms of e-banking and m-banking,ATMs, online cash deposit machines, cheque deposit machines, Doha Sooq using the latest technologysolutions to perform their day-to-day banking anywhere and anytime with fully secured solutions. TheBank believes that this has been the key differentiator and which has given it an edge over itscompetitors. Further to the strong technology foundation that the Bank has laid over the last decadefor providing world-class banking solutions, it is now focused on delivering more effective real-timeservices to its customers by providing new banking services through new channels of distribution andalso by enhancing the internal services allowing the Bank to better serve its customers.

The Bank has established a business continuity planning and a disaster recovery Site. The disasterrecovery site is located in a remote site 20 kilometres from the Bank’s headquarters and can beactivated in the case of any unforeseen disaster to ensure that its critical systems and data continueto be fully operational. The Bank also carries out daily and other periodic data back-ups, which arestored at three different locations, including an international location.

The Bank has several systems installed covering its business requirements. Most of the Bank’s systemsare licensed from recognised software application providers except for the Bank’s internet bankingplatform, which has been developed in-house. The Bank’s IT division has implemented internationalstandards for its operations. Information systems governance processes based on Control Objectivesfor Information and Related Technologies have been implemented since 2003 and are being followedin all functional operations of the Bank’s divisions.

The Bank runs an enterprise-wide system on Oracle Unix and Windows platforms and uses electronicchannels that cover firewalls, IDS, antivirus and zoning and virtual private networks. The IT divisionhas implemented a service management system under the ITIL service management framework and theBank was the first organisation in the GCC to have achieved the ISO/IEC 20000 certification for itsIT service management system in 2007.

Given the Bank’s heavy investment in its information technology capabilities and electronic channels,the IT division retains a central role in the Bank’s operations.

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COMPETITION

The Qatari banking sector currently comprises 18 banks, including four Islamic banks, one industrial

bank and branches or subsidiaries of seven foreign banks. The foreign bank branches and subsidiaries

focus mainly on trade finance, foreign currency operations and state-related business. The Qatari

banking market is becoming increasingly competitive and challenging.

Qatar’s foreign banks compete for the same business as the local banks but operate under certain

restrictions.

The lending limits of foreign banks are based on their local capital base. However, foreign banks have

traditionally obtained guarantees from their head offices when credits exceed their legal lending

limits. Some foreign multinational banks have increased their presence in the fast-developing Qatar

market, and some have, or plan to, set up offices in the QFC and target the financing of big

infrastructure projects. The QFC may attract new banks given the low-tax environment, with a 10 per

cent. charge on profits following a three-year tax holiday, and the fact that 100.00 per cent. foreign

ownership and profit repatriation are permitted. The QFC is targeting global institutions relevant to

the energy sector and other key sectors of Qatar’s economy and which have expertise in banking,

insurance, trade finance, asset management, financial advisory services, securities derivatives dealing

and Islamic finance. Institutions registered with the QFC fall into two categories: ‘regulated activities’

(essentially financial services) and ‘non-regulated activities’ (activities in support of financial

services). QFC-registered banks are currently subject to restrictions on their local banking activities

and, as a result, they cannot open full service branches and cannot deal with retail customers in Qatar.

See “Qatari Banking Industry and Regulation”. The Bank believes that the presence of new banks adds

another dimension of competition from institutions that are often more experienced and able to offer

more sophisticated products and services. Additional institutions are expected to begin operations in

the QFC, which will ultimately expand the Qatari banking market, encourage competition, drive new

technology and help further develop the banking sector.

The Bank’s principal competitors in Qatar for non-Islamic banking services include QNB and The

Commercial Bank of Qatar (Q.S.C.).

COMPLIANCE

The Bank’s Compliance division is responsible for implementing local regulatory and statutory

requirements and assisting the Board, Audit, Compliance and Risk committees and the Bank’s senior

management team in managing and controlling the Bank’s compliance risk. The Compliance division

is autonomous and reports directly to the Audit, Compliance and Risk Committee.

Compliance risk is the risk of legal or regulatory sanctions, material financial loss or loss to the

Bank’s reputation which it may suffer as a result of its failure to comply with laws and regulations

applicable to its banking activities in jurisdictions where the Bank is operating.

The Compliance division also co-ordinates the establishment of corporate governance practices, the

implementation of proper disclosure standards, adherence to best practices and the management of

conflicts of interest. The Anti-Money Laundering function is part of the Compliance division;

however, it operates as an independent unit within the division.

The Compliance department works independently from the other divisions within the Bank and it

reports regularly to the Audit, Compliance and Risk Committee, as well as the Board.

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The key responsibilities of the Compliance and Anti-Money Laundering division are:

• assisting both the Board and the senior management team to manage compliance risks associatedwith non-compliance with applicable laws and regulations in any relevant jurisdiction bynotifying and advising on the ways in which those risks could be mitigated and providing thesame to the Bank’s various branches and departments;

• identifying and evaluating Compliance and Anti-Money Laundering risks associated with theBank’s activities;

• ensuring the Bank’s branches’ and the Groups’ complete adherence to relevant laws andregulations, including the QCB Instructions and laws relating to combating Money Launderingand Financing Terrorism laws in each jurisdiction in which the Bank has a presence;

• proposing relevant recommendations to enhance and/or improve the Bank’s internal systems andcontrols so as to help reduce the Bank’s Compliance, Money Laundering and TerrorismFinancing risks;

• acting as a liaison between the Bank and the regulators in the jurisdictions in which the Bank hasa presence;

• keeping up-to-date with new laws and regulations and informing the senior management teamand relevant departments for their immediate implementation;

• notifying the Board, the Audit, Compliance and Risk Committee and the CEO or his deputy ofany breaches by the Bank in respect of laws, regulations, internal policies or Board resolutionsor shareholders’ resolutions by issuing various Compliance and Anti-Money Laundering reportsas necessary;

• effecting matters resolved under resolutions of the Board or the Shareholders of the Bank;

• reviewing the Bank’s proposed new products from a Compliance and Anti-Money Launderingperspective;

• advising the Board and the senior management team on Compliance, Anti-Money Laundering andCombating Financing terrorism issues;

• developing and revising the Anti-Money Laundering policy and procedures; filing SuspiciousTransaction Reports with the relevant regulatory authorities in each jurisdiction as and whenappropriate; ensuring appropriate levels of customer screening; monitoring of customer and staffaccounts; ensuring that business divisions are following proper and correct Know Your Clientand Enhanced Due Diligence procedures for accounts and carrying out Anti-Money Launderingdue diligence for correspondent relationships; and related Anti-Money Laundering tasks;

• conducting staff training in accordance with all statutory requirements for Compliance,Anti-Money Laundering and Combating Terrorist Financing at regular intervals; and

• supervising the procedures for convening the shareholders’ ordinary and extraordinary generalmeetings so as to ensure Compliance in Qatar under the applicable laws and regulations.

LEGAL PROCEEDINGS

The Bank has sued and is a defendant in a number of legal proceedings incidental to its operations.While any litigation has an element of uncertainty, the Bank does not expect that the outcome of anysuch proceeding, either individually or in the aggregate, will have a material adverse effect upon theBank’s financial condition or results of operations. The Bank has made what it believes to beappropriate provisions in its accounts in the event that the Bank is unsuccessful in any legalproceedings.

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MANAGEMENT AND EMPLOYEES

The Board of Directors

The Board is responsible for the overall direction, supervision and control of the Bank. The Board hasdelegated responsibility for overall executive management to the Bank’s Executive Managementheaded by the CEO. The principal role of the Board is to oversee implementation of the Bank’sstrategic initiatives and its functioning within the agreed framework in accordance with relevantstatutory and regulatory structures.

The Board meets regularly, with meetings held at least six times a year. The Board consists of sevenmembers. Each Director holds his position for three years after which time he must present himselfto the general meeting of shareholders for re-appointment. A majority of the Directors of the Bank isrequired to attend a board meeting for board meetings to be quorate. A Director may appoint anotherDirector to represent and vote for him by proxy in his absence. Decisions of the Board are, withlimited exceptions, made by a majority of votes of those present at the meeting, whether in person orby proxy. In the event of a split decision, the Chairman holds the casting vote.

The Board aims to meet the corporate governance standards required by QE. The Bank also appliesthe principles and procedures required by QCB, as well as enforcing its corporate governance regime.

The main independent committees of the Board are:

• The Executive Committee;

• The Audit, Compliance and Risk Committee;

• The Policy Development and Remuneration Committee; and

• The Nominations and Governance Committee.

The Bank regularly evaluates its governance policies and internal control procedures with the aim ofensuring that the Bank is in compliance with all regulations that are applicable to it.

The members of the Board are:

Chairman — HE Sheikh. Fahad bin Mohammad bin Jabor Al ThaniBoard Member since 1996Board Member: Al Khaleej Takaful Group

Vice Chairman — Mr. Ahmed Abdul Rehman Yousef ObeidanBoard Member since 1982General Manager: Al Waha Contracting and Trading Establishment

Managing Director — HE Sheikh. Abdul Rehman bin Mohammad bin Jabor Al ThaniBoard Member since 1978Chairman, Board of Directors: Qatar Industrial Manufacturing CompanyChairman of the Board of Directors, Qatari Oman Investment Company (State of QatarRepresentative); and Board Member, National Leasing Holding.

Member — HE Sheikh. Abdulla bin Mohammad bin Jabor Al ThaniBoard Member since 1982Chairman, Board of Directors: Al Khaleej Takaful Group

Member — Mr. Hamad Mohammed Hamad Abdulla Al ManaBoard Member since 1999Vice Chairman: Mohammad Hamad Al Mana Group CompaniesBoard Member: Qatar General Insurance Co.Board Member: Qatar Navigation Co.

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Member — HE Sheikh. Falah Bin Jassim Bin Jabor Bin Mohammad Al ThaniBoard Member since 2011Chairman of Board of Directors: National Leasing Holding

Member — Mr. Ahmed Abdullah Al KhalBoard Member since 2014Businessman

Certain members of the Board, their families and companies of which they are principal owners arecustomers of the Bank in the ordinary course of business. The transactions with these parties weremade on substantially the same terms, including interest rates, as those prevailing at the same time forcomparable transactions with unrelated parties and did not involve more than a normal amount of risk.

Executive Management

The Bank’s Executive Management is responsible for the Bank’s day-to-day affairs. Differentcommittees have been established for this purpose. They meet at regular intervals ranging from daily,weekly or monthly intervals. The specialist committees are as follows:

• Management Executive Committee;

• Management Credit Committee;

• Asset and Liability Committee;

• Risk Management Committee;

• Operational Risk Committee;

• Retail Credit Committee;

• System Steering and Infrastructure Committee;

• Investment Committee; and

• Staff Policies and Remuneration Committee.

The Bank’s Executive Management is comprised as follows:

Group Chief Executive Officer

Dr. R Seetharaman

Dr. Seetharaman is a qualified chartered accountant. He has banking experience of more than 35 yearsin diverse disciplines, including business development, information technology, finance andoperations. Dr. Seetharaman also has extensive regional and international business knowledge and hehas been the keynote speaker for numerous international conferences. Dr. Seetharaman has worked forthe Bank since 2002 and he has held his current position since 2007. Dr. Seetharaman has helpeddeliver record profits for the Bank in recent years. He holds five doctorates including three PhDs.

Head of Human Resources

Shk. Mohamed Abdulla Jabor Al Thani

Shk. Mohamed Abdulla Jabor Al Thani joined the Bank in 2015 as Head of the Human ResourcesGroup. He has more than 23 years of experience and has held several positions in the financial sectorand other sectors before joining Doha Bank. Shk. Mohamed Abdulla Al Thani holds a bachelor ofscience degree from U.K.

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Head of Group Finance

Mr. David Challinor

Mr. David Challinor joined the Bank in 2008 as Head of Group Finance. Prior to this he held a numberof senior finance positions in large financial institutions in Australia including HBOS, AMP and BNPParibas. David has over 21 years’ experience in banking and financial services and holds an honoursdegree in Economics from the University of Newcastle Upon Tyne in England. He is a fellow of theInstitute of Chartered Accountants in England & Wales and qualified with Price Waterhouse inLondon.

Acting Head of Wholesale Banking Group

Mr. Krishnan C.K.

Mr. Krishnan joined the Bank in 2000 as Executive Manager — Corporate Commercial BankingDepartment. He has 32 years of experience and has worked at a number of Institutions and banksbefore joining the Bank. Mr. Krishnan holds a master’s degree in Banking Management from India.

Head of Treasury & Investments Group

Mr. David Whitcroft

Mr. Whitcroft has very strong international treasury and investments experience in senior roles. Priorto joining the Bank, Mr. Whitcroft was Group Treasurer for CIBC First Caribbean International Bankresponsible for managing multi-currency balance sheet and treasury operations across 19 countries. Healso has significant treasury experience gained over his 20 years working with CIBC, Barclays Bankand National Australia Bank. Mr. Whitcroft holds a graduate and post-graduate degree from UniversityCollege London (University of London) and CASS Business School, London. He has receivedexecutive management training from Wharton University.

Head of Credit Risk Management

Mr. Khalid Latif

Mr. Khalid Latif joined the Bank on 4 January 1990 and has held several positions since then. He hasmore than 32 years of experience and has worked for several years in the banking sector and othersectors in Pakistan before joining the Bank. Mr Khalid Latif holds an MBA degree from Pakistan.

Head of International Banking Group

Mr. Ganesan Ramakrishna

Mr. Ganesan Ramakrishna joined the Bank in 2005 as Executive Manager of International Banking.In 2014, he was appointed as Head of International Banking Group. Mr. Ganesan has more than 34years of experience and worked in the banking industry and external audit before joining the Bank.Mr. Ganesan holds a Bachelor of Science Degree from India and he is member of CharteredAccountants, India.

Head of Technology and Operations

Mr. Neil Buckley

Mr. Neil Buckley joined Doha Bank in 2014 as Head of Technology and Operations. He has more than23 years of Experience and worked corporate-level capacities at financial institutions such as BankersTrust, Merrill Lynch, GMAC, ING Group and Marsha, in London, New York, Tokyo and Amsterdambefore joining the Bank. Mr. Buckley holds a bachelor of science degree in Mathematics from U.K.

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Acting Head of Retail Banking

Mr. John Hackwood

Mr. John Hackwood joined Doha Bank in 2014 as Head of the Marketing and Business DevelopmentUnit. He was appointed as Acting Head of Retail Banking Group in 2015. He has more than 33 yearsof experience and has worked at several banks and financial institutions. Mr. John Hackwood holdsa bachelor of science degree and a Diploma in Marketing from U.K.

There are no potential conflicts of interest between the duties owed to the Bank by each of the personslisted above as members of the Board of Directors or members of the Executive Management and theirprivate interests and/or other duties.

The business address of each of the persons listed above as members of the Board of Directors ormembers of the Executive Management is Corniche Street, West Bay, P.O. Box 3818, Doha, State ofQatar.

Employees

The total number of employees (including contract employees) as at 30 June 2016 was 1,680. Thenumber of employees has risen in order to meet the growing needs of the Bank’s new branches anddivisions. The Bank engages in the training and development of new and existing staff, includingestablishing both internal and external training programmes for all staff members.

The Bank has a broad range of experienced staff that can be drawn upon to provide the contingencyand succession resources required. The Bank also undertakes a succession planning process for allsenior management and key staff positions.

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SELECTED FINANCIAL INFORMATION

The following information has been derived from, and should be read in conjunction with, and isqualified in its entirety by reference to, the consolidated financial statements of the Bank and the otherinformation contained in this Prospectus.

The following tables set forth selected financial information of the Bank for the six months ended andas at 30 June 2015 and 30 June 2016 and for the years ended and as at 31 December 2015, 31December 2014 and 31 December 2013. This information has been extracted from or determined onthe basis of the Bank’s unaudited interim condensed consolidated financial statements for the sixmonths ended and as at 30 June 2016 and the audited annual consolidated financial statements for theyears ended and as at 31 December 2015, 31 December 2014 and 31 December 2013.

The Qatari riyal has been pegged to the United States dollar since 1980 at a rate of U.S.$1.00 to QAR3.64.

30 June 31 December

2016 2015 2015 2014 2013

QAR (’000) QAR (’000) QAR (’000)

(unaudited) (unaudited)

Statement of Income HighlightsNet interest income . . . . . . . . . . . . . . . . 1,042,110 1,007,046 2,047,605 1,941,282 1,822,251Other income(1) . . . . . . . . . . . . . . . . . . . 363,241 389,127 764,146 918,386 719,057Operating expenses(2) . . . . . . . . . . . . . . . 696,955 594,714 1,438,041 1,501,010 1,228,656Profit for the period/year . . . . . . . . . . . . 708,396 801,459 1,373,710 1,358,658 1,312,652Statement of Financial Position

HighlightsTotal assets . . . . . . . . . . . . . . . . . . . . . . 87,358,094 82,735,604 83,309,113 75,517,562 66,969,824Loans and advances to customers . . . . . 55,423,585 53,054,905 55,615,185 48,558,521 41,109,116Investment securities . . . . . . . . . . . . . . . 13,391,374 11,176,343 12,198,232 9,855,718 11,703,577Customer deposits . . . . . . . . . . . . . . . . . 52,406,507 51,732,098 52,766,613 45,946,575 42,522,489Total Equity Attributable to

Shareholders of the Bank . . . . . . . . . . 9,083,430 9,069,289 9,207,299 9,292,753 9,270,903ProfitabilityCost to income ratio(3) . . . . . . . . . . . . . . 36.89% 36.19% 36.66% 35.67% 35.21%Return on average assets(4). . . . . . . . . . . 1.66% 2.03% 1.73% 1.93% 2.18%Capital ratiosCapital adequacy ratio . . . . . . . . . . . . . 16.08% 16.04% 15.73% 15.03% 15.90%Total equity/total assets . . . . . . . . . . . . . 14.98% 15.80% 15.85% 14.95% 16.83%Liquidity & Business IndicatorsLoans and advances to customers/total

assets . . . . . . . . . . . . . . . . . . . . . . . . . 63.44% 64.13% 66.76% 64.30% 61.38%Liquidity Ratio(5) . . . . . . . . . . . . . . . . . . 110.50% 111.48% 110.33% 109.07% 120.05%Loan loss coverage . . . . . . . . . . . . . . . . 116.73% 119.81% 108.98% 113.82% 96.65%Net interest margin ratio(6) . . . . . . . . . . . 2.54% 2.60% 2.63% 2.79% 3.06%Tier 1 ratio . . . . . . . . . . . . . . . . . . . . . . 15.72% 15.73% 15.38% 14.68% 14.32%Deposits/asset ratio . . . . . . . . . . . . . . . . 59.99% 62.53% 63.34% 60.84% 63.49%Loans to deposit ratio . . . . . . . . . . . . . . 105.76% 102.56% 105.40% 105.68% 96.68%Non-performing loan ratio . . . . . . . . . . . 2.89% 2.68% 3.26% 3.10% 3.01%

(1) Other income is equal to sum of net fee and commission income, net income from insurance activities, forex gain, incomefrom investment securities and other operating income.

(2) Operating expenses also includes impairment losses on investment securities, net impairment loss on loans and advancesto customers and income tax expense.

(3) Cost includes staff cost, depreciation and other expenses; Income includes net interest income and other income.(4) Calculated as net profit over average of total assets i.e average of opening and closing assets. The ratio for 30 June 2016

and 30 June 2015 are presented on an annual basis.(5) Liquidity ratio is calculated as per QCB guidelines.

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(6) Net interest margin ratio is calculated as net interest income over average of earning assets (i.e,) average of opening and

closing earning assets. The ratio for 30 June 2016 and 30 June 2015 are presented on an annual basis.

The sectoral breakdown of customer deposits is shown in the table below as at 30 June 2016, 31

December 2015, 31 December 2014 and 31 December 2013.

30 June 31 December

2016 2015 2014 2013

QAR’000 per cent. U.S.$’000(1) QAR’000 per cent. QAR’000 per cent. QAR’000 per cent.

(unaudited)

Government and semi

government agencies . . . . . 21,162,271 40% 5,811,416 21,696,932 41% 16,970,410 37% 14,709,153 35%

Individuals . . . . . . . . . . . . 10,660,626 20% 2,927,537 10,429,439 20% 9,383,256 20% 8,745,595 20%

Corporates . . . . . . . . . . . . 17,684,929 34% 4,856,496 17,571,977 33% 17,356,088 38% 17,265,296 41%

Non-banking financial

institutions . . . . . . . . . . 2,898,681 6% 796,012 3,068,265 6% 2,236,821 5% 1,802,445 4%

Total . . . . . . . . . . . . . . . 52,406,507 100% 14,391,461 52,766,613 100% 45,946,575 100% 42,522,489 100%

Note:

(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rate

of U.S.$1.00 = QAR3.6415.

Loans and advances to customers: Industry Concentration

The table below shows the breakdown of the Bank’s gross loans and advances by customer type as at

30 June 2016.

30 June 2016

Business SectorPerforming

Loans

Non-Performing

Loans Total Total

QAR’000 U.S.$’000(1)

(unaudited)

Government . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,681,769 — 3,681,769 1,011,058Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,740,980 1,278,971 31,019,951 8,518,454Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,961,172 369,187 10,330,359 2,836,842Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,316,999 9,920 12,326,919 3,385,121

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,700,920 1,658,078 57,358,998 15,751,475

Note:

(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rate

of U.S.$1.00 = QAR3.6415.

Gross loans and advances to customers as at 30 June 2016 is net of deferred profit amounting to QAR

7.97 million.

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The table below shows the breakdown of the Bank’s gross loans and advances to customers by

customer type as at 31 December 2015, 31 December 2014 and 31 December 2013.

31 December

2015 2014 2013

Business SectorPerforming

Loans

Non-Performing

Loans TotalPerforming

Loans

Non-Performing

Loans TotalPerforming

Loans

Non-Performing

Loans Total

QAR’000 QAR’000 QAR’000

Government . . . . . . . . . . 3,557,633 — 3,557,633 5,010,198 — 5,010,198 3,423,104 — 3,423,104

Corporate . . . . . . . . . . . 30,328,414 1,309,910 31,638,324 23,963,645 983,637 24,947,282 18,647,020 840,838 19,487,858

Retail . . . . . . . . . . . . . 10,454,208 445,766 10,899,974 10,181,276 440,384 10,621,660 9,915,278 341,293 10,256,571

Real Estate . . . . . . . . . . 11,461,677 125,569 11,587,245 9,661,037 135,865 9,796,902 9,155,242 90,652 9,245,894

Total . . . . . . . . . . . . . 55,801,932 1,881,244 57,683,176 48,816,156 1,559,886 50,376,042 41,140,644 1,272,783 42,413,427

The following table sets out the Bank’s portfolio of gross loans and advances to customers by sector

as at 30 June 2016.

30 June 2016

Business Sector Total Total

QAR’000 U.S.$ ’000(1)

(unaudited)Government and related agencies . . . . . . . . . . . . . . . . . . . . . . . . . 3,681,769 1,011,058Non-banking financial institutions . . . . . . . . . . . . . . . . . . . . . . . . 2,368,708 650,476Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,863,558 511,756Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,417,804 2,586,243Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,348,235 1,743,302Contracting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,237,271 2,811,279Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,326,919 3,385,121Personal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,330,359 2,836,842Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784,375 215,399

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,358,998 15,751,475

Note:

(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rate

of U.S.$1.00 = QAR3.6415.

The following table sets out the allocation by sector of the Bank’s portfolio of gross loans and

advances to customers as at 31 December 2015, 31 December 2014, and 31 December 2013.

31 December 2015

Business Sector Loans OverdraftsBills

discounted Other loans Total

QAR’000Government and related agencies . 2,597,853 943,855 — 15,925 3,557,633Non-banking financial

institutions . . . . . . . . . . . . . . . . 2,306,255 186,137 — — 2,492,392Industry . . . . . . . . . . . . . . . . . . . . 2,713,233 64,567 82,179 5,551 2,865,530Commercial . . . . . . . . . . . . . . . . . 7,769,002 846,409 109,388 645,325 9,370,124Services . . . . . . . . . . . . . . . . . . . . 5,749,818 288,621 52,035 10,899 6,101,373Contracting . . . . . . . . . . . . . . . . . 8,525,823 1,237,616 49,726 241,193 10,054,358Real estate . . . . . . . . . . . . . . . . . . 11,234,959 302,620 23,277 26,389 11,587,245Personal . . . . . . . . . . . . . . . . . . . . 10,160,182 549,257 124 190,411 10,899,974Others . . . . . . . . . . . . . . . . . . . . . 622,197 98,205 11,610 22,535 754,547

Total . . . . . . . . . . . . . . . . . . . . . . 51,679,322 4,517,287 328,339 1,158,228 57,683,176

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31 December 2014

Business Sector Loans OverdraftsBills

discounted Other loans Total

QAR’000

Government and related agencies . 2,809,656 2,171,724 — 28,818 5,010,198Non-banking financial

institutions . . . . . . . . . . . . . . . . 1,177,548 — — — 1,177,548Industry . . . . . . . . . . . . . . . . . . . . 2,329,700 45,636 31,958 4,622 2,411,916Commercial . . . . . . . . . . . . . . . . . 7,439,046 788,316 108,094 489,219 8,824,675Services . . . . . . . . . . . . . . . . . . . . 2,984,720 208,445 67,285 32,424 3,292,874Contracting . . . . . . . . . . . . . . . . . 6,900,630 1,077,334 44,129 373,835 8,395,928Real estate . . . . . . . . . . . . . . . . . . 9,214,058 538,704 200 43,940 9,796,902Personal . . . . . . . . . . . . . . . . . . . . 10,038,219 465,676 520 117,245 10,621,660Others . . . . . . . . . . . . . . . . . . . . . 700,879 87,634 16,147 39,681 844,341

Total . . . . . . . . . . . . . . . . . . . . . . 43,594,456 5,383,469 268,333 1,129,784 50,376,042

31 December 2013

Business Sector Loans OverdraftsBills

discounted Other loans Total

QAR’000

Government and related agencies . 3,220,742 45,363 — 156,999 3,423,104Non-banking financial

institutions . . . . . . . . . . . . . . . . 247,337 72,815 — — 320,152Industry . . . . . . . . . . . . . . . . . . . . 788,462 17,572 28,809 16,023 850,866Commercial . . . . . . . . . . . . . . . . . 5,099,485 774,116 93,581 693,163 6,660,345Services . . . . . . . . . . . . . . . . . . . . 2,809,757 111,066 32,092 334,504 3,287,419Contracting . . . . . . . . . . . . . . . . . 6,496,011 711,306 18,781 368,452 7,594,550Real estate . . . . . . . . . . . . . . . . . . 8,676,613 480,569 — 88,712 9,245,894Personal . . . . . . . . . . . . . . . . . . . . 9,669,723 437,234 608 149,006 10,256,571Others . . . . . . . . . . . . . . . . . . . . . 528,789 203,455 7,269 35,013 774,526

Total . . . . . . . . . . . . . . . . . . . . . . 37,536,919 2,853,496 181,140 1,841,872 42,413,427

The tables below show the Bank’s credit exposure based on carrying amounts without taking intoaccount any collateral held or other credit support, as categorized by geographical region. The Bankhas allocated exposure to regions based on the country of domicile of its counterparties. The creditexposures as at 30 June 2016, 31 December 2015, 31 December 2014 and 31 December 2013 are asfollows:

As at 30 June 2016

QatarOther GCCCountries

OtherMiddle East

Rest of theWorld Total Total

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 U.S.$’000(1)

(unaudited)

Balances with CentralBanks . . . . . . . . . . . . . . . . 3,231,396 455,882 — 12,887 3,700,165 1,016,110

Due from banks . . . . . . . . . . 5,763,612 2,459,184 1,506,146 2,889,327 12,618,269 3,465,129Loans and advances to

customers . . . . . . . . . . . . . 39,910,967 10,302,179 838,335 4,372,104 55,423,585 15,219,988Investment securities —

debt . . . . . . . . . . . . . . . . . 10,074,799 1,570,796 29,922 477,686 12,153,203 3,337,417Other assets . . . . . . . . . . . . . 451,204 116,196 1,951 54,020 623,371 171,185

Total . . . . . . . . . . . . . . . . . . 59,431,978 14,904,237 2,376,354 7,806,024 84,518,593 23,209,829

Note:

(1) For the reader’s convenience, U.S. dollar translation of QAR amounts as at 30 June 2016 have been provided at a rateof U.S.$1.00 = QAR3.6415.

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As at 31 December 2015

QatarOther GCCCountries

Other MiddleEast

Rest of theWorld Total

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

Balances with Central Banks . . . . 2,151,468 930,017 — 5,176 3,086,661Due from banks . . . . . . . . . . . . . . 4,618,031 751,402 2,123,727 2,892,254 10,385,414Loans and advances to customers . 40,684,291 9,172,837 865,264 4,892,793 55,615,185Investment securities — debt . . . . 9,199,503 1,175,666 52,534 412,215 10,839,918Other assets . . . . . . . . . . . . . . . . . 547,992 31,849 — 12,257 592,098

Total . . . . . . . . . . . . . . . . . . . . . . 57,201,285 12,061,771 3,041,525 8,214,695 80,519,276

As at 31 December 2014

QatarOther GCCCountries

Other MiddleEast

Rest of theWorld Total

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

Balances with Central Banks . . . . 1,971,159 809,574 0 145 2,780,878Due from banks . . . . . . . . . . . . . . 4,942,250 1,255,394 7,943 6,041,195 12,246,782Loans and advances to customers . 36,204,841 8,433,196 474,076 3,446,408 48,558,521Investment securities — debt . . . . 7,706,441 873,614 0 370,467 8,950,522Other assets . . . . . . . . . . . . . . . . . 577,162 39,752 0 6,102 623,016

Total . . . . . . . . . . . . . . . . . . . . . . 51,401,853 11,411,530 482,019 9,864,317 73,159,719

As at 31 December 2013

QatarOther GCCCountries

Other MiddleEast

Rest of theWorld Total

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

Balances with Central Banks . . . . 2,382,418 557,556 — — 2,939,974Due from banks . . . . . . . . . . . . . . 809,282 1,791,900 4,596 6,574,642 9,180,420Loans and advances to customers . 34,027,179 4,024,521 319,773 2,737,643 41,109,116Investment securities — debt . . . . 9,751,796 602,000 — 455,773 10,809,569Other assets . . . . . . . . . . . . . . . . . 560,463 26,609 — — 587,072

Total . . . . . . . . . . . . . . . . . . . . . . 47,531,138 7,002,586 324,369 9,768,058 64,626,151

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RISK MANAGEMENT

RISK MANAGEMENT

Risk is inherent in the Bank’s activities but the Bank’s risk management policies and procedures are

designed to identify and analyse these risks, prescribe appropriate risk limitations and monitor the

level and incidence of such risks on an on-going basis. The Bank is exposed to credit risk, liquidity

risk, operational risk and market risk, which includes trading and non-trading risks as well as strategic

risk, reputation risk and legal risk.

The risk management function at the Bank has evolved into an independent enterprise-wide risk

management framework. The risk management function continually monitors the operations and

processes across the organisation in order to identify, assess, measure, manage and report upon risks

or threats that could impact the Bank. The strategy is based on a clear understanding of the various

risks the Bank faces and provides for disciplined risk-assessment and risk-measurement along with

continuous monitoring and effective control of those risks. This is achieved by the Bank having

systems in place, which monitor the Bank’s overall risk position and the various limits which apply

to the operations of the Bank. The Bank has a low appetite for risk and therefore limits are set low.

If there is a limit violation, then this is escalated and rectified as and when it occurs.

The Board and the executive management team are ultimately responsible for overall risk assumed by

the Bank. They seek to balance the risk profile against sustainable returns so as to achieve the business

goals of the Bank. Risk management is also overseen by various Board and management committees.

The Bank’s risk management function has been continually monitored and improved and such

monitoring and improvement will continue. Following the engagement of various professionals,

including Ernst & Young and PricewaterhouseCoopers in 2004 and Deutsche Bank Advisory (DBA)

in 2007, the Bank’s risk management protocol has been extensively examined and built upon as the

recommendations of those independent consultants and internal and external QCB auditors have been

implemented and practised across the Bank, both domestically and internationally. The Bank believes

that its risk management function has evolved into a highly competent team and that such evolution

will continue, in order to continue to serve the growing needs of the Bank’s expansion.

The Bank’s risk management strategy encompasses the following aspects:

• the Bank’s plan to grant credit based on various client segments and products, economic sectors,

geographical location, currency and maturity;

• the business cycle stage in which the Bank and its branches operate;

• the nature of the Bank’s business franchise and relevant target market within each credit market

segment; and

• level of diversification/concentration.

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The following diagram sets out the structure of the Risk Management Group and the various Risk

Committees in the Bank:

Head of Risk Management

Secretary

Head of Credit Risk Management

Credit Risk Evaluation

Credit Administration

Recovery & Retail Collection

Head of Financial Risk

Trading Risk Analyst

ALM Risk Analyst

Risk Analyst

Head of Operational Risk

Chief Information Security Officer

Operational Risk Analytics & Reporting

Business Continuity Planning-

Coordinator

QCB Reporting Operational Risk

Analysts (x4)

Risk Committees

The Bank is governed by the Board who implement its risk management policies in coordination with

the CEO and the executive management team. Risk management is implemented through two levels

of risk committees: the board committee and the management committees.

The board committee entrusted with risk management responsibilities is the Audit, Compliance and

Risk Committee. This committee is responsible for reviewing financial statements, internal audit,

compliance, external audit and risk management issues.

In addition to the board committee, the following four management committees operate in relation to

risk management:

• the Executive Management Committee, which approves credit decisions above Management

Credit Committee that consists of Managing Director, Vice Chairman and Chairman;

• the Management Credit Committee, whose role is to approve credit-related matters and

recommend any matters that exceed its authority to the board as well as provide oversight on the

Bank’s credit activities and credit portfolio. In addition, the Committee works to ensure

appropriate risk management framework is in place to identify, measure, monitor and report

credit risks inherent in lending activities of the Bank;

• the Asset and Liability Committee (ALCO), which is a decision making body for developing

policies relating to all asset and liability management matters;

143

• the Risk Management Committee, which develops and review the Bank’s risk managementframework, including defining the risk appetite according to the Bank’s strategy andmacro-economic factors for the Bank and recommend it to the Board. Other responsibilitiesinclude developing risk limits for investments and treasury portfolio and provide strategicdirection during a crisis situation;

• the Operational Risk Committee, which is responsible for establishing a governance structure forthe oversight of identification, monitoring, assessment, quantification and mitigation process ofsevere operational risks across the Bank; and

• the Retail Credit Committee, which oversees the implementation of an effective retail creditframework and propose appropriate strategies to optimize the growth of the Bank’s retail creditportfolio for the Management and Board’s approval. The Committee regularly monitors andmaintains strong retail portfolio and oversees the group’s compliance obligations andreputational impact on the portfolio.

In order to strengthen the Bank’s enterprise-wide risk management policies and procedures and toconform to industry best practices, the Board engaged DBA in 2007 to assess thoroughly the riskmanagement regime in the Bank, to identify any gaps and to make recommendations to the Board.DBA developed detailed policy documents for credit, market and operation risk and arranged on-siteand off-site training for key officials of the Bank at Deutsche Bank offices. The Risk ManagementGroup has fully implemented DBA’s recommendations by aligning the Bank’s procedure documentswith policy documents drafted by DBA.

The Bank’s aim in implementing risk governance is to align policy with international best practiceswhich mandate that banks should have in place comprehensive risk management processes (includingappropriate board and senior management oversight) to identify, measure, monitor and control theiroverall risk profile. Risk governance practices include reviewing and approving products and servicesand employing risk measurement methodologies and control procedures. The Bank’s risk managementfunction has been significantly expanded, with multiple units each exclusively addressing differentelements of the risk management process.

Credit Risk

Credit risk refers to the risk that a customer, counterparty or issuer of securities or financialinstruments fails to discharge its contractual obligations with the Bank, resulting in a financial lossto the Bank. Credit risk is controlled and managed by ensuring that the Bank deals with customers ofgood credit standing, by thorough credit assessment, by obtaining collateral and by imposingrestrictions or covenants, as well as by continuous monitoring as required by QCB directives and theBank’s internal guidelines. Additionally, group and single obligor limits, borrower ratings, portfolioanalysis, counterparty limits and borrowing limits based on the relevant economic sector are some ofthe tools used by the Bank to manage its credit risk.

Detailed credit policies, procedures and guidelines, proper segregation of duties, an authorities’ matrixfor credit approval, periodic audits and other examinations by internal auditors provide a system ofchecks and balances within the Bank. Overall exposures are periodically evaluated to ensurediversification by product, industry, obligor and geographical distribution to minimise credit riskconcentration.

The Bank has the following five levels of credit approving authority:

Levels of Authority Composition

I Up to 1 per cent. of Tier 1 Capital Credit Committee comprising relevant division andgroup heads plus Head of Credit Risk and Head ofRisk Management plus the CEO

144

II 1 per cent. — 3 per cent. of Tier 1Capital

Credit Committee in Level I plus Managing Director

III 2 per cent. — 4 per cent. of Tier 1Capital

Credit Committee in Level II plus Chairman

IV 4 per cent. — 10 per cent. of Tier 1Capital

Executive Committee of the Board

V Over 10 per cent. of Tier 1 Capital Board of Directors

The Bank has implemented an internal credit rating system for its corporate customers. The system has

been developed by CRISIL, an associate of Standard & Poor’s. The system allows the Bank to rate the

risk of a corporate customer based on qualitative as well as quantitative factors. Qualitative factors

include competition, industry trends, management and other factors, while quantitative factors include

financial indicators and historical financial performance. The Bank assigns to its corporate customer

a rating based on these factors. The Bank assesses its retail customers using a comprehensive criteria

employing factors such as income, age, organisation and current indebtedness.

The Bank’s procedures for approval of loans or credit differ depending on the category of the proposed

customer.

The Bank’s relationship manager presents Wholesale Bank Group credit applications to the approving

authorities/Credit Committee, along with the requisite information and analysis supporting the

relationship manager’s recommendation. Each credit application is then subject to analysis by a

qualified credit risk analyst. The credit risk analyst’s assessment will be based on an evaluation of

externally and internally compiled data on the applicant and analysis of relevant risks, covering

financial, business, structural and management risks to ascertain the proposed borrower’s repayment

capability and cash flow. The application is also analysed in terms of the intended transaction amount,

tenor, security and any relevant delinquency records. The credit risk analyst is required to comment

on whether the credit risk is acceptable and consistent with the Bank’s overall policy guidelines and

QCB regulations, and where necessary, the credit risk analyst will stipulate terms and conditions with

a view to mitigating the underlying risks.

For the Bank’s SME programme lending, the Bank employs a standardised credit risk assessment

process based on a credit-scoring model with a view to responding proactively and promptly to

customers’ funding needs. In this regard, credit applications are initiated electronically and approved

by Credit Risk Management.

For retail loans up to QAR 2.00 million, the branches are authorised to take decisions on individual

applications in accordance with the approved retail product programmes. The applications are

approved by the branch Retail Credit Committee comprising of Branch Manager, Deputy Branch

Manager and an appropriate Credit Officer. Once approved, the applications are forwarded

electronically to a Centralised Processing Unit (PLA) for disbursement, which screens it in light of

the product programme. All exceptions or deviations from the product programme are required to be

approved by heads of the business unit and Credit Risk.

The majority of the Bank’s corporate credit exposure is collateralised. The collateral includes shares

in listed companies (other than shares in the Bank), mortgages of land and property, guarantees,

counter indemnities and assignments of contractual payments and receivables. While real estate

security is professionally and independently valued once every three years, listed shares are valued on

a monthly basis.

145

The Credit Risk Management structure is set out in the diagram below. Credit Risk Management

reports to the Head of the Risk Management Group.

The Credit Risk division is also responsible for identifying any non-performing loans (NPLs), as well

as assigning a category to such loans and ensuring proper provision in respect of them. Once identified

as an NPL, a loan will be transferred to the recovery unit in the Risk Management Group for further

management of the loan.

The QCB provides guidelines for classifying credit exposure in the following categories.

Type Number of Days Delinquent Provision

Standard . . . . . . . . . . . . . . . . . . . Normal Accounts —Special Mention . . . . . . . . . . . . . . Past dues < 90 As per management discretionSubstandard . . . . . . . . . . . . . . . . . 90-180 20%Doubtful . . . . . . . . . . . . . . . . . . . 180-270 50%Loss . . . . . . . . . . . . . . . . . . . . . . . Above 270 100%

In addition to the above, the exposure can be classified based on qualitative factors. The Bank has

introduced an additional category for delinquent exposures that operates in advance of the timings

dictated by the QCB guidelines for credit exposures. This additional category draws attention to

accounts which exhibit potential weaknesses and require pre-emptive action. The result is that an

account which is identified in this category is placed on a “watch list” so that it may be monitored and

reviewed by relevant management.

146

Although the QCB provides a provision range for delinquent accounts in different categories, the Bankprovides for a maximum in any exposure under the above-mentioned delinquent categories. The Bankis also required to maintain 2.5 per cent. risk reserve annually on the total loans and advances portfolioin addition to any specific provision for any exposure. In addition to the regulatory requirements, theBank has its own internal policy in relation to provisioning in line with the international financialreporting standards.

The Bank’s loan portfolio demonstrates reasonably strong asset quality despite a growing loan book.Its NPL ratios have decreased both in absolute terms and as a percentage of the loan book, with grossNPLs to gross loans of 2.89 per cent. as at 30 June 2016 and 3.26 per cent. as at 31 December 2015(as compared to 3.10 per cent. as at 31 December 2014). This decrease was partly due to the fact thatthe bank has written off fully provided non-performing loans amounting to QAR 290.71 million duringthe six month period ended 30 June 2016. The Bank’s loan loss reserves as a percentage of gross NPLsas at 30 June 2016, 31 December 2015, 31 December 2014 and 31 December 2013, was 116.73 percent., 108.98 per cent., 113.82 per cent. and 96.65 per cent., respectively.

With the exception of real estate lending, which is highly collateralized and operates under aconservative regulatory environment with well-defined lending limits the Bank’s loan portfolio isdiversified across economic sectors with no concentration in any one sector beyond 20.00 per cent,of total loans and advances to customers. As at 30 June 2016, 18.01 per cent. of the Bank’s gross loansand advances to customers were made to individuals, a decrease of 0.89 per cent. from 18.90 per cent.as at 31 December 2015, which was a decrease of 2.18 per cent. from 21.08 per cent. as at 31December 2014, and which was a decrease of 3.10 per cent. from 24.18 per cent. as at 31 December2013. The majority of loans to individuals are to Qatar nationals, most of which are granted againstsalary assignments. Given the high GDP per capita of Qatar, the Bank believes that its total exposurecarries a low risk of default.

The early detection of accounts which demonstrate the potential to become NPLs is central to remedialmanagement at the Bank. Risk Management decides whether to include an account in the watch listbased on predefined early warning sign criteria. Factors considered would include, for example,circumstances in which an account is overdrawn and has been inactive for three months, or where aloan is three or more instalments in arrears or any other qualitative factors.

The Bank has a specialised Debt Recovery Unit which deals with severely impaired accounts.

After all possible means of recovery are exhausted, the accounts are transferred to the legaldepartment so that legal proceedings may be instituted in order recover funds through litigation.Provisions in each case are made based on: (i) the prevailing circumstances; (ii) the value of anysecurity; and (iii) the prospect of full or partial recovery. In the case of retail accounts, collectionefforts are based on clearly defined and strict collection criteria and processes until the account ispassed over to the legal department for action.

The Bank aims to ensure that any sign of deterioration in asset quality is promptly recognised andrehabilitation of the account is initiated. For corporate and commercial accounts, the relationshipmanager has direct responsibility for knowing the condition of each of the customers within hisportfolio and it is therefore the relevant relationship manager’s responsibility to identify any sign ofdeterioration and initiate remedial action. The relationship manager is the primary person tasked withthe identification of problem accounts. In addition, various reports covering daily excess positions,dormancy and loan instalment delinquency are circulated by Risk Management throughout the Bankto the different business divisions and these are examined as appropriate on a daily, weekly or monthlybasis by the Bank’s relationship managers. Reports from Risk Management detailing new NPLs,rescheduling, write offs, upgrades and provisioning are prepared on a monthly basis and distributedto the Credit Committee, along with the Managing Director and the Chairman for their review.

147

The QCB imposes certain credit concentration limits on regulated banks in Qatar, and the Bank

follows the QCB’s credit concentration policy. See “Qatari Banking Industry and Regulation —

Banking Regulation in Qatar — Credit and concentration”.

Liquidity Risk

Liquidity risk is the risk that an institution will be unable to meet its net funding requirements.

Liquidity risk can be caused by market disruptions or credit downgrades, which may cause certain

sources of funding to cease immediately. Ultimate responsibility for liquidity risk management rests

with the Board, which the Bank believes has built an appropriate liquidity risk management framework

for the management of the Bank’s short-, medium- and long-term funding and liquidity management

requirements. To mitigate the liquidity risk, the Bank has diversified funding sources and assets are

managed with liquidity in mind in order to try to maintain a healthy balance of cash, cash equivalents

and readily marketable securities.

The Bank’s liquidity risk is managed through an approved liquidity management policy which,

amongst other things, requires the Bank to maintain a stock of liquid assets to manage unforeseen

circumstances and contains a liquidity crises contingency plan which the Bank may have to resort to

in a liquidity crisis situation. The measures as listed in the policy are aimed at ensuring that the Bank

is able to respond to a liquidity crisis in a short period of time without the need to call on the QCB

for assistance. The plan provides a framework within which any liquidity crisis can be managed most

effectively and efficiently.

The plan focuses on identifying the trigger events that could cause a liquidity crisis, the actions to be

taken to manage any crisis that might occur, and a clear division of responsibility of personnel when

faced with any such situation.

The Treasury and Investments Group of the Bank manages the Bank’s liquidity on a daily basis,

including seeking to maintain a lending credit ratio of 90.00 per cent. and a liquidity ratio of 100.00

per cent. in accordance with QCB guidelines.

The ALCO sets the broad framework for the Treasury and Investments Group in seeking to ensure that

the Bank is always in a position to meet its financial commitments. An ALCO meeting is held on a

weekly basis to handle, consider and address any issues relating to maturity mismatches, interest rate

risk/sensitivity and yield/cost analysis.

Diversifying the depositor base, reducing dependence on large depositors and maintaining a suitable

mix of deposits, including low-cost deposits, are some of the measures that the Bank has taken to

maintain a stable deposit base. The Bank also maintains a stock of high-quality liquid and marketable

securities, which could be realised at short notice to raise cash, if required. The Bank consistently

maintains an adequate liquidity ratio and regularly monitors its deposits to ensure the retention of a

diversified deposit base in order to minimise concentration risk. The Bank also has arrangements in

place with several international banks to raise funds at short notice, if required. The Bank has recently

received approval from the AGM for setting up long-term borrowing programmes such as commercial

paper, certificate of deposit and euro medium term notes programme to provide more stability to its

funding base. The Bank’s retail schemes, for example Al Dana and Upfront Deposit and denominated

in Qatari riyals augment the Bank’s medium-term liabilities and reduce its asset/liability maturity

mismatches.

148

The Bank’s liquidity position is subjected to different stress scenarios in order to evaluate the impact

of unlikely but plausible events on liquidity. Scenarios are based on both historical and hypothetical

events. The results obtained from stress testing provide meaningful input when defining target

liquidity risk positions. The results of the stress testing include:

• the Bank’s short term liquidity, which is composed of very liquid, tradable or saleable assets, is

more than 29.00 per cent. of its total time and on-demand liabilities; and

• the liquidity reserve of highly liquid assets is over 25.00 per cent. even if all interbank and QCB

placements are removed.The Bank seeks to ensure that its liquidity reserve is a minimum of

15.00 per cent. of its total time and demand liabilities.

The Bank’s major source of funding is through its customer deposits. As at 30 June 2016, the Bank’s

customer deposits was 59.99 per cent. of the total balance sheet size, which was a decrease of 3.35

per cent., from 63.34 per cent. as at 31 December 2015. The Bank’s deposit base in the past three

financial years was 63.34 per cent., 60.84 per cent., and 63.49 per cent. of the total balance sheet size

as at 31 December 2015, 31 December 2014 and 31 December 2013, respectively. Customer deposits

from both individuals and corporates remain the main source of funding as at 30 June 2016,

representing 54.09 per cent. of the Bank’s total balance sheet size.

The Bank is actively targeting new sectors for raising deposits. The government and quasi-government

sectors are expected to continue to play an important role in the Bank’s deposit base going forward.

The Bank also participates in the interbank deposit market and as at 30 June 2016, borrowings from

banks amounted to QAR 11,266.79 million (U.S.$3,094.00 million), an increase of 28.38 per cent. on

borrowings from banks outstanding of QAR 8,776.13 million as at 31 December 2015. The increase

in such borrowings reflects the systemic liquidity position in the banking system in Qatar and the

Bank’s role as a participant in the interbank market.

On 12 December 2006, the Bank issued U.S.$340.00 million subordinated floating rate step up notes

at a nominal value of U.S.$100,000.00 per note. The notes mature over ten years from the issue date

at the nominal value and carry interest at three months U.S.$ London Interbank Offered Rate (LIBOR)

plus 0.82 per cent. per annum payable quarterly for the first five years and three months U.S.$ LIBOR

plus 1.32 per cent. per annum payable quarterly for the remaining period until maturity. The notes are

callable at the option of the Bank after five years from the issue date at the nominal value. The call

option was not executed in December 2015.

On 14 March 2012, the Bank issued U.S.$500.00 million senior guaranteed notes at 98.96 per cent.

of the nominal value. The notes mature in 2017 and carry a fixed interest rate of 3.50 per cent. payable

semi-annually.

As described elsewhere in this Prospectus (see “Share Capital and Corporate Structure”), the Bank’s

liquidity has been aided by the Government’s assistance programme, under which the Bank received

capital from the Government in exchange for a 20.00 per cent. share allocation.

In addition, the Government acquired a portion of the Bank’s loans and advances portfolio including

real estate, amounting to QAR 1,664.32 million in 2009 in consideration for cash and State of Qatar

bonds and the Government also purchased the Bank’s entire (save certain strategic holdings) portfolio

of QE listed securities in 2009, which had a net book value of QAR 536.64 million.

149

The QCB also issues QMRs, which are monetary instruments through which local member banks are

allowed to deposit funds with, and borrow funds from, the QCB. The Bank has access to overnight

funding of up to QAR 536.00 million through the QMR facility.

As at 30 June 2016, the Bank held State of Qatar bonds in the amount of QAR 8,506.90 million

(U.S.$2,336.10 million) of which QAR 2,187.12 million (U.S.$600.61 million) are denominated in US

dollars. The Bank may enter into repurchase transactions with the QCB in respect of the State of Qatar

bonds it holds, and may also enter into repurchase transactions in the open market with respect to the

U.S. dollar-denominated State of Qatar bonds.

The tables below set out the maturity profile of the Bank’s assets and liabilities as at 30 June 2016,

31 December 2015, 31 December 2014 and 31 December 2013. The contractual maturities of the assets

and liabilities have been determined on the basis of the remaining period at the balance sheet date to

the contractual maturity date. They do not take account of the effective maturities as indicated by the

Bank’s deposit retention history and the availability of liquid funds. Management, through ALCO’s

weekly meetings, monitors the maturity profile to ensure that adequate liquidity is maintained.

Carryingamount

Less than 1month 1-3 months

3 months— 1 year

Subtotal 1year

Above 1year Undated

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

30 June 2016

Cash and balances with centralbanks . . . . . . . . . . . . . . . 4,335,300 2,383,237 — — 2,383,237 — 1,952,063

Due from banks . . . . . . . . . . 12,618,269 7,270,359 733,094 1,462,526 9,465,979 3,152,290

Loans and advances tocustomers . . . . . . . . . . . . 55,423,585 11,984,955 6,403,232 5,084,007 23,472,194 31,951,391

Investment securities . . . . . . . 13,391,374 1,501,768 402,949 1,564,675 3,469,392 8,689,704 1,232,278

Investment in an associate . . . . 8,725 — — — — — 8,725

Property, furniture andequipment . . . . . . . . . . . . 797,690 — — — — — 797,690

Other assets . . . . . . . . . . . . . 783,151 783,151 — — 783,151 —

Total . . . . . . . . . . . . . . . . 87,358,094 23,923,470 7,539,275 8,111,208 39,573,953 43,793,385 3,990,756

Due to banks . . . . . . . . . . . . 11,266,793 7,730,384 2,937,368 599,041 11,266,793 — —

Customer deposits . . . . . . . . . 52,406,507 23,992,091 16,971,933 11,192,747 52,156,771 249,736 —

Debt securities . . . . . . . . . . . 2,590,353 — — 2,590,353 2,590,353 — —

Other borrowings. . . . . . . . . . 5,846,801 182,075 4,581,179 636,229 5,399,483 447,318 —

Other liabilities . . . . . . . . . . . 2,164,210 2,164,210 — — 2,164,210 —

Total equity . . . . . . . . . . . . . 13,083,430 — — — — — 13,083,430

Total . . . . . . . . . . . . . . . . 87,358,094 34,068,760 24,490,480 15,018,370 73,577,610 697,054 13,083,430

Maturity gap . . . . . . . . . . . . — (10,145,290) (16,951,205) (6,907,162) (34,003,657) 43,096,331 (9,092,674)

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Carryingamount

Less than 1month 1-3 months

3 months— 1 year

Subtotal 1year

Above 1year Undated

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

31 December 2015

Cash and balances with centralbanks . . . . . . . . . . . . . . . 3,562,821 1,327,949 71,663 — 1,399,612 — 2,163,209

Due from banks . . . . . . . . . . 10,385,414 6,092,966 764,429 2,038,001 8,895,396 1,490,018 —

Loans and advances tocustomers . . . . . . . . . . . . 55,615,185 14,412,618 5,037,509 5,365,768 24,815,895 30,799,290 —

Investment securities . . . . . . . 12,198,232 1,475,304 171,425 601,334 2,248,063 8,591,854 1,358,315

Investment in an associate . . . . 8,908 — — — — — 8,908

Property, furniture andequipment . . . . . . . . . . . . 785,787 — — — — — 785,787

Other assets . . . . . . . . . . . . . 752,766 752,766 — — 752,766 — —

Total . . . . . . . . . . . . . . . . 83,309,113 24,061,603 6,045,026 8,005,103 38,111,732 40,881,162 4,316,219

Due to banks . . . . . . . . . . . . 8,776,130 7,014,908 36,416 1,500,827 8,552,151 223,979 —

Customer deposits . . . . . . . . . 52,766,613 23,564,382 20,577,129 8,405,134 52,546,645 219,968 —

Debt securities . . . . . . . . . . . 2,587,728 — — 772,736 772,736 1,814,992 —

Other borrowings. . . . . . . . . . 3,452,534 — 250,077 26,301 276,378 3,176,156 —

Other liabilities . . . . . . . . . . . 2,518,809 2,518,809 — — 2,518,809 — —

Total equity . . . . . . . . . . . . . 13,207,299 — — — — — 13,207,299

Total . . . . . . . . . . . . . . . . 83,309,113 33,098,099 20,863,622 10,704,998 64,666,719 5,435,095 13,207,299

Maturity gap . . . . . . . . . . . . — (9,036,496) (14,818,596) (2,699,895) (26,554,987) 35,446,067 (8,891,080)

Carryingamount

Less than 1month 1-3 months

3 months— 1 year

Subtotal 1year

Above 1year Undated

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

31 December 2014

Cash and balances with centralbanks . . . . . . . . . . . . . . . 3,303,651 1,106,447 161,224 74,269 1,341,940 — 1,961,711

Due from banks . . . . . . . . . . 12,246,782 5,181,748 3,172,495 3,490,965 11,845,208 401,574 —

Loans and advances tocustomers . . . . . . . . . . . . 48,558,521 15,549,869 2,986,291 6,386,268 24,922,428 23,636,093 —

Investment securities . . . . . . . 9,855,718 624,743 599,786 116,626 1,341,155 7,609,366 905,197

Investment in an associate . . . . 9,244 — — — — — 9,244

Property, furniture andequipment . . . . . . . . . . . . 761,011 — — — — — 761,011

Other assets . . . . . . . . . . . . . 782,635 782,635 — — 782,635 — —

Total . . . . . . . . . . . . . . . . 75,517,562 23,245,442 6,919,796 10,068,128 40,233,366 31,647,033 3,637,163

Due to banks . . . . . . . . . . . . 12,794,735 10,770,650 905,976 1,118,109 12,794,735 — —

Customer deposits . . . . . . . . . 45,946,575 23,490,615 16,275,671 6,019,956 45,786,242 160,333 —

Debt securities . . . . . . . . . . . 2,582,478 — — — — 2,582,478 —

Other borrowings. . . . . . . . . . 727,681 — — 363,531 363,531 364,150 —

Other liabilities . . . . . . . . . . . 2,173,340 2,173,340 — — 2,173,340 — —

Total equity . . . . . . . . . . . . . 11,292,753 — — — — — 11,292,753

Total . . . . . . . . . . . . . . . . 75,517,562 36,434,605 17,181,647 7,501,596 61,117,848 3,106,961 11,292,753

Maturity gap . . . . . . . . . . . . — (13,189,163) (10,261,851) 2,566,532 (20,884,482) 28,540,072 (7,655,590)

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Carryingamount

Less than 1month 1-3 months

3 months— 1 year

Subtotal 1year

Above 1year Undated

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

31 December 2013

Cash and balances with centralbanks . . . . . . . . . . . . . . . 3,435,761 1,294,172 283,240 57,818 1,635,230 — 1,800,531

Due from banks . . . . . . . . . . 9,180,420 2,665,398 3,337,281 2,758,968 8,761,647 418,773 —

Loans and advances tocustomers . . . . . . . . . . . . 41,109,116 17,441,471 2,118,642 5,091,183 24,651,296 16,457,820 —

Investment securities . . . . . . . 11,703,577 2,310,127 744,514 418,990 3,473,631 7,335,938 894,008

Investment in an associate . . . . 9,382 — — — — — 9,382

Property, furniture andequipment . . . . . . . . . . . . 759,471 — — — — — 759,471

Other assets . . . . . . . . . . . . . 772,097 772,097 — — 772,097 — —

Total . . . . . . . . . . . . . . . . 66,969,824 24,483,265 6,483,677 8,326,959 39,293,901 24,212,531 3,463,392

Due to banks . . . . . . . . . . . . 7,719,781 6,862,027 713,498 38,800 7,614,325 105,456 —

Customer deposits . . . . . . . . . 42,522,489 26,132,873 11,676,798 4,590,300 42,399,971 122,518 —

Debt securities . . . . . . . . . . . 2,575,831 — — — — 2,575,831 —

Other borrowings. . . . . . . . . . 455,188 — — 182,075 182,075 273,113 —

Other liabilities . . . . . . . . . . . 2,425,632 2,425,632 — — 2,425,632 — —

Total equity . . . . . . . . . . . . . 11,270,903 — — — — — 11,270,903

Total . . . . . . . . . . . . . . . . 66,969,824 35,420,532 12,390,296 4,811,175 52,622,003 3,076,918 11,270,903

Maturity gap . . . . . . . . . . . . — (10,937,267) (5,906,619) 3,515,784 (13,328,102) 21,135,613 (7,807,511)

Market Risk

Market risk is the risk of loss arising from unexpected changes in financial prices, for instance, as a

result of fluctuations in interest rates and/or exchange rates and/or in bond, equity and commodity

prices. The Financial Risk division of the Risk Management Group manages market risk at the Bank

and operates independently of all other Bank groups. The division is responsible for limit measuring

and the monitoring of existing exposures and for reviewing all new proposals being submitted to the

Investment Committee (a committee constituted by the Board to review the Bank’s investment

portfolio) for approval. The Bank’s market risk is governed by a Financial risk management policy and

hedging policy. The policies define various limits which the Bank should maintain for its investment

portfolio. The Bank’s entire portfolio of financial investments is marked to market daily. In addition,

the Bank is in the process of implementing Value at Risk (VaR) systems to monitor market risk

actively. The Bank has not implemented this system in the past due to the insignificant size of the

trading book of the Bank.

Foreign Exchange Risk

Foreign currency risk is the risk of the loss that results from changes in foreign exchange rates. The

major foreign currency to which the Bank is exposed is the US dollar. The fixed exchange rate between

the US dollar and Qatari riyal substantially reduces this risk, which will only change if the fixed

exchange rate between the two currencies is revised. At the present time, the Bank is not aware of any

proposed change to the fixed exchange rate in the future.

To measure, monitor and control currency exposures the Bank undertakes the following process:

• intraday and overnight limits have been set up together with stop loss limits on all currency

proprietary trading;

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• net open positions have been defined for each currency and a currency exposure and limitscontrol report is prepared on a daily basis; and

• a stress test is prepared on a weekly basis to find out the impact of various scenario analyses onprofitability including scenario analyses on revaluation/devaluation of the Qatari riyal againstdifferent currencies.

The QCB has set prudent norms, which are followed by the Bank, for the net open position to restrictbanks from taking undue currency risks.

The tables below set out the Bank’s currency exposure, as at 30 June 2016, 31 December 2015, 31December 2014 and 31 December 2013.

June 2016December

2015December

2014December

2013

QAR’000 QAR’000 QAR’000 QAR’000

Net foreign currency exposure:

Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . 170,214 7,785 — 3,335Euro. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,703 11,310 136,487 (20,765)Kuwaiti Dinar . . . . . . . . . . . . . . . . . . . . . . . . . (2,954) 515,578 6,101 2,239Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . 37,447 58 4,665 (2,572)Other currencies. . . . . . . . . . . . . . . . . . . . . . . . (122,179) 384,162 516,157 2,452,061

The following table details the Bank’s sensitivity to a percentage increase or decrease in Qatari riyalsagainst the relevant foreign currencies, except for the US dollar which is pegged to the Qatari riyal.The sensitivity analysis, for the six months ended 30 June 2016 and for the years ended 31 December2015, 31 December 2014 and 31 December 2013 includes only the outstanding foreign currencydenominated monetary items and the impact of a change in the exchange rates are as follows:

Increase / (decrease) in profit or loss

For the sixmonths ended

30 June For the years ended 31 December

2016 2015 2014 2013

QAR’000 QAR’000 QAR’000 QAR’000

5% increase / (decrease) in currency exchangerate

Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . 8,511 389 — 167Euro. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,235 565 6,824 1,038Kuwaiti Dinar . . . . . . . . . . . . . . . . . . . . . . . . . 148 25,779 305 112Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . 1,872 3 233 129Other currencies. . . . . . . . . . . . . . . . . . . . . . . . 6,109 19,208 25,807 122,603

Interest Rate Risk

Interest rate risk arises due to the probability of changes in interest rates, which may affect the valueof financial instruments held by the Bank, or the Bank’s future profitability.

The ALCO manages the interest rate risk of the Bank. The Bank seeks to manage interest rate risk sothat movements in interest rates do not adversely affect net interest income. The Bank manages itsinterest rate risk by matching the re-pricing of assets and liabilities through various means and bymonitoring gap limits.

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Foreign currency loans are linked to LIBOR rates and re-priced regularly to reduce the inherent

interest rate risk. The Bank typically manages the interest rate risk of its non-trading financial

instruments by segmenting these assets and liabilities. The risk measures used by the Bank include

daily monitoring of limits by the Risk Management Group, maturity profile analysis, duration gap

management, earning sensitivity scenarios and interest rate scenarios. Risk is further mitigated

through the re-pricing of assets and liabilities. The Bank has taken steps to ensure the interest rate risk

on its loan portfolio is within the Basel III framework.

The Bank’s interest sensitivity position of assets, liabilities and off balance sheet items as at 30 June

2016, 31 December 2015, 31 December 2014 and 31 December 2013 based on the earlier contract

re-pricing or maturity is as follows:

Repricing in:

Carryingamount

Less than 3months 3-12 months 1-5 years

Non-interestsensitive

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

30 June 2016Cash and cash equivalents . . . . . . 4,335,300 — — — 4,335,300Due from banks . . . . . . . . . . . . . . 12,618,269 12,369,398 236,698 6,471 5,702Loans and advances to customers . 55,423,585 24,025,829 4,536,733 24,717,759 2,143,264Investment securities . . . . . . . . . . 13,391,374 2,152,817 1,336,290 8,669,989 1,232,278Investment in an associate . . . . . . 8,725 — — — 8,725Property, furniture and

equipment . . . . . . . . . . . . . . . . . 797,690 — — — 797,690Other assets . . . . . . . . . . . . . . . . . 783,151 — — — 783,151

Total . . . . . . . . . . . . . . . . . . . . . . 87,358,094 38,548,044 6,109,721 33,394,219 9,306,110

Due to banks . . . . . . . . . . . . . . . . 11,266,793 10,429,512 599,041 — 238,240Customer deposits . . . . . . . . . . . . 52,406,507 28,154,714 11,192,747 249,736 12,809,310Debt securities . . . . . . . . . . . . . . 2,590,353 773,058 1,817,295 — —Other borrowings . . . . . . . . . . . . . 5,846,801 4,755,384 636,229 455,188 —Other liabilities . . . . . . . . . . . . . . 2,164,210 — — — 2,164,210Total equity . . . . . . . . . . . . . . . . . 13,083,430 — — — 13,083,430

Total . . . . . . . . . . . . . . . . . . . . . . 87,358,094 44,112,668 14,245,312 704,924 28,295,190

Interest rate sensitivity gap . . . . . — (5,564,624) (8,135,591) 32,689,295 (18,989,080)

Cumulative interest ratesensitivity gap . . . . . . . . . . . . . — (5,564,624) (13,700,215) 18,989,080 —

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Repricing in:

Carryingamount

Less than 3months 3-12 months 1-5 years

Non-interestsensitive

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

31 December 2015Cash and cash equivalents . . . . . . 3,562,821 — — — 3,562,821Due from banks . . . . . . . . . . . . . . 10,385,414 9,792,531 584,301 6,471 2,111Loans and advances to customers . 55,615,185 24,065,496 5,169,713 23,781,982 2,597,994Investment securities . . . . . . . . . . 12,198,232 1,646,790 601,334 8,591,793 1,358,315Investment in an associate . . . . . . 8,908 — — — 8,908Property, furniture and

equipment . . . . . . . . . . . . . . . . . 785,787 — — — 785,787Other assets . . . . . . . . . . . . . . . . . 752,766 — — — 752,766

Total . . . . . . . . . . . . . . . . . . . . . . 83,309,113 35,504,817 6,355,348 32,380,246 9,068,702

Due to banks . . . . . . . . . . . . . . . . 8,776,130 7,107,334 1,500,827 — 167,969Customer deposits . . . . . . . . . . . . 52,766,613 30,464,855 8,405,134 219,968 13,676,656Debt securities . . . . . . . . . . . . . . 2,587,728 772,736 — 1,814,992 —Other borrowings . . . . . . . . . . . . . 3,452,534 3,452,534 — — —Other liabilities . . . . . . . . . . . . . . 2,518,809 — — — 2,518,809Total equity . . . . . . . . . . . . . . . . . 13,207,299 — — — 13,207,299Total . . . . . . . . . . . . . . . . . . . . . . 83,309,113 41,797,459 9,905,961 2,034,960 29,570,733

Interest rate sensitivity gap . . . . . — (6,292,642) (3,550,613) 30,345,286 (20,502,031)

Cumulative interest ratesensitivity gap . . . . . . . . . . . . . — (6,292,642) (9,843,255) 20,502,031 —

Repricing in:

Carryingamount

Less than 3months 3-12 months 1-5 years

Non-interestsensitive

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

31 December 2014Cash and cash equivalents . . . . . . 3,303,651 448,505 74,269 — 2,780,877Due from banks . . . . . . . . . . . . . . 12,246,782 9,206,808 2,937,449 — 102,525Loans and advances to customers . 48,558,521 20,920,544 5,734,801 19,778,149 2,125,027Investment securities . . . . . . . . . . 9,855,718 1,224,529 116,626 7,614,630 899,933Investment in an associate . . . . . . 9,244 — — — 9,244Property, furniture and

equipment . . . . . . . . . . . . . . . . . 761,011 — — — 761,011Other assets . . . . . . . . . . . . . . . . . 782,635 — — — 782,635

Total . . . . . . . . . . . . . . . . . . . . . . 75,517,562 31,800,386 8,863,145 27,392,779 7,461,252

Due to banks . . . . . . . . . . . . . . . . 12,794,735 11,549,714 1,118,109 — 126,912Customer deposits . . . . . . . . . . . . 45,946,575 25,387,828 6,019,956 160,333 14,378,458Debt securities . . . . . . . . . . . . . . 2,582,478 773,273 — 1,809,205 —Other borrowings . . . . . . . . . . . . . 727,681 636,643 91,038 — —Other liabilities . . . . . . . . . . . . . . 2,173,340 — — — 2,173,340Total equity . . . . . . . . . . . . . . . . . 11,292,753 — — — 11,292,753Total . . . . . . . . . . . . . . . . . . . . . . 75,517,562 38,347,458 7,229,103 1,969,538 27,971,463

Interest rate sensitivity gap . . . . . — (6,547,072) 1,634,042 25,423,241 (20,510,211)Cumulative interest rate

sensitivity gap . . . . . . . . . . . . . — (6,547,072) (4,913,030) 20,510,211 —

155

Repricing in:

Carryingamount

Less than 3months 3-12 months 1-5 years

Non-interestsensitive

QAR’000 QAR’000 QAR’000 QAR’000 QAR’000

31 December 2013 . . . . . . . . . . .Cash and cash equivalents . . . . . . 3,435,761 1,081,625 57,818 — 2,296,318Due from banks . . . . . . . . . . . . . . 9,180,420 6,064,267 3,028,152 — 88,001Loans and advances to customers . 41,109,116 17,869,547 6,607,494 14,318,959 2,313,116Investment securities . . . . . . . . . . 11,703,577 3,127,161 418,990 7,263,418 894,008Investment in an associate . . . . . . 9,382 — — — 9,382Property, furniture and

equipment . . . . . . . . . . . . . . . . . 759,471 — — — 759,471Other assets . . . . . . . . . . . . . . . . . 772,097 — — — 772,097

Total . . . . . . . . . . . . . . . . . . . . . . 66,969,824 28,142,600 10,112,454 21,582,377 7,132,393

Due to banks . . . . . . . . . . . . . . . . 7,719,781 7,393,450 326,331 — —Customer deposits . . . . . . . . . . . . 42,522,489 24,959,455 5,318,600 122,518 12,121,916Debt securities . . . . . . . . . . . . . . 2,575,831 773,273 — 1,802,558 —Other borrowings . . . . . . . . . . . . . 455,188 455,188 — — —Other liabilities . . . . . . . . . . . . . . 2,425,632 — — — 2,425,632Total equity . . . . . . . . . . . . . . . . . 11,270,903 — — — 11,270,903Total . . . . . . . . . . . . . . . . . . . . . . 66,969,824 33,581,366 5,644,931 1,925,076 25,818,451

Interest rate sensitivity gap . . . . . — (5,438,766) 4,467,523 19,657,301 (18,686,058)

Cumulative interest ratesensitivity gap . . . . . . . . . . . . . — (5,438,766) (971,243) 18,686,058 —

Legal and Operational Risk

Legal risk is the risk of losses occurring due to legal or regulatory action that invalidates or otherwise

precludes performance by the Bank or its counterparty under the terms of its contractual agreements.

The Bank seeks to mitigate this risk through the use of properly reviewed standardised documentation

and appropriate legal advice in relation to its non-standard documentation.

Operational risk is the risk of loss arising from inadequate or failed internal processes, people and

systems, or from external events. The Bank has detailed policies and procedures that are regularly

updated to ensure that a sound internal control environment exists in the Bank. The Bank continues

to invest in risk management and mitigation strategies, such as a robust control infrastructure,

business continuity management, and through risk transfer mechanisms such as insurance.

The Bank has a well-defined operational risk framework and an independent operational risk function.

The Head of Operational Risk is a member of the Audit, Compliance and Risk Management Committee

and reports to the Head of Risk Management.

In addition, the internal Audit department carries out independent assessment of the actual functioning

of the overall risk management framework periodically, normally once per year.

The Bank manages operational risk based on an approved framework that complies with the

recommendations of Basel II committee (Sound Practices for the Management and Supervision of

Operational Risk). The operational risk management framework encompasses appropriate systems/

tools, policies and procedures that ensure effective risk identification, measurement, assessment,

reporting and monitoring within the Bank.

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A number of techniques are applied to manage the operational risk in the Bank effectively:

• Effective staff training, documented processes/procedures with appropriate controls to safeguardassets and records, regular reconciliation of accounts and transactions, close monitoring oflimits, new products introduction process, outsourcing activities reviews, information systemsecurity, segregation of duties and financial management and reporting.

• A standard process maintained for recognition, capture, assessment, analysis and reporting ofrisk events. This process is used to help identify where process and control requirements areneeded to reduce the recurrence of risk events. Risk events are loaded onto a central database andreported quarterly to the Board.

• Bottom-up self-assessment has been introduced, resulting in a specific operational risk profile,for highlighting the areas with high risk. Action points resulting from self-assessments arecaptured and the progress of the operational risk profile is monitored on an on-going basis.

• The Bank’s BBB insurance policy is one of the risk mitigation approaches adopted against highseverity operational losses.

COMPLIANCE

The Bank’s Compliance division is responsible for implementing local regulatory and statutoryrequirements and assisting the Board, audit, compliance and risk committee and the Bank’s seniormanagement team in managing and controlling the Bank’s compliance risk. The Compliance divisionis autonomous and reports directly to the Board, Audit, Compliance and Risk Committee.

Compliance risk is the risk of legal or regulatory sanctions, material financial loss or loss to theBank’s reputation which it may suffer as a result of its failure to comply with laws and regulationsapplicable to its banking activities in jurisdictions where the Bank is operating.

The Compliance division also co-ordinates the establishment of corporate governance practices, theimplementation of proper disclosure standards, adherence to best practices and the management ofconflicts of interest. The Anti-Money Laundering function is part of the Compliance division;however, it operates as an independent unit within the division.

The Compliance department works independently from the other divisions within the Bank and itreports regularly to the Audit, Compliance and Risk Committee, as well as the Board.

The key functions of the compliance and anti-money laundering functions are:

• assisting both the Board and the executive management team to manage compliance risksassociated with non-compliance with applicable laws and regulations in any relevant jurisdictionby notifying and advising on the ways in which those risks could be mitigated against andproviding the same to various branches and departments;

• identifying and evaluating compliance and anti-money laundering risks associated with theBank’s activities;

• ensuring the Bank’s branches’ and group’s complete adherence to relevant laws and regulations,including the QCB instructions and laws relating to combating money laundering and financingterrorism laws in each jurisdiction in which the Bank has a presence;

• proposing relevant recommendations to enhance and/or improve the Bank’s internal systems andcontrols so as to help reduce the Bank’s compliance, money laundering and terrorism financingrisks;

157

• acting as a liaison between the Bank and the regulators in the jurisdictions in which the Bank has

a presence;

• keeping up-to-date with new laws and regulations and informing the executive management team

and relevant departments for their immediate implementation;

• notifying the Board, the Audit, Compliance and Risk Committee and the CEO or his deputy of

any breaches by the Bank in respect of laws, regulations, internal policies or Board resolutions

or shareholders’ resolutions by issuing various compliance and anti-money laundering reports as

necessary;

• effecting matters resolved under resolutions of the Board or the Shareholders of the Bank;

• reviewing the Bank’s proposed new products from a compliance and anti-money laundering

perspective;

• advising the Board and the executive management team on compliance, anti-money laundering

and combating financial terrorism issues;

• developing and revising the anti-money laundering policy and procedures; filing suspicious

transaction reports with the relevant regulatory authorities in each jurisdiction as and when

appropriate; ensuring appropriate levels of customer screening; monitoring of customer and staff

accounts; ensuring that business divisions are following proper and correct know-your-client and

enhanced due diligence procedures for accounts and carrying out anti-money laundering due

diligence for correspondent relationships and related anti-money laundering tasks;

• conducting staff training in accordance with all statutory requirements for compliance,

anti-money laundering and combating financial terrorism at regular intervals; and

• supervising the procedures for convening the shareholders’ ordinary and extraordinary general

meetings so as to ensure compliance in Qatar under applicable laws and regulations.

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QATARI BANKING INDUSTRY AND REGULATION

Unless otherwise indicated, information in this section has been derived from publications of theGovernment, the Qatar Central Bank (QCB) and the Qatar Financial Centre’s (QFE) annual report andwebsite.

QATAR CENTRAL BANK

The QCB was established in 1993, pursuant to Emiri Decree No. 15 of 1993. It inherited to roles ofthe former Qatar Monetary Authority and operates in coordination with the Ministry of Finance. TheQCB is managed by a board of directors and chaired by its Governor. The Board of Directors includesthe Deputy Governor of the QCB and at least five other members, including representatives holdingthe rank of undersecretary or higher from the Ministry of Finance, the Ministry of Economy and Tradeand the Economic Adviser from the Emiri Diwan. The QCB’s main objectives in its monetary policyare to ensure the stability of the exchange rate of the Qatari riyal and the prices of financial services.

In its supervisory capacity, the QCB oversees the activities of Qatar’s commercial banks (bothconventional and Islamic) and non-bank financial institutions and insurance companies (outside theQFC) with a view to minimising banking and financial risk in Qatar’s financial sector. The QCBconducts regular inspections of banks and non-bank financial institutions and reviews reports andother mandatory data submitted by these entities, including quarterly capital adequacy compliancereports.

The QCB has initiated single factor stress testing of the portfolios of commercial banks in Qatar. Thetesting covers the four broad areas of liquidity risk, credit risk, interest rate risk and equity marketrisk. The results of these stress tests illustrate the possible impact of adverse financial conditions ona commercial bank’s capital adequacy ratio or return on assets. Stress testing of commercial banks,conducted on an aggregate basis by the QCB, suggested that neither the capital adequacy ratio nor thereturns on assets of Qatar’s domestic banks would be significantly impaired. The IMF noted in their2015 Article IV Report that the QCB stress tests suggest that non-performing loans for real estate,construction contractors and consumer loans would need to increase to nearly 30 per cent. before thecapital ratios of banks in Qatar fell below the regulatory minimum imposed by the QCB.

The QCB has:

• implemented regulations regarding non-performing loans, large exposures, country risk, moneymarket and foreign exchange accounts, credit ratios, fixed assets for banks’ use, reserverequirements and banks investments, and has the authority to impose penalties in the event thatbanks fail to comply with these regulations;

• established the Qatar Credit Bureau which provides analytical data and supports banks in theirimplementation of advanced risk management techniques outlined by Basel II; and

• substantially implemented Basel III standards earlier than the required timeline for completionof different aspects of the Basel III framework which fall between 2013 and 2019.

Banks are required to have their annual accounts audited by the QCB’s approved independent auditorsand to obtain prior approval from the QCB to appoint senior management.

In January 2014, the QCB issued a circular to all commercial banks in Qatar (No. AR/3/2014) withinstructions regarding the implementation of Basel III requirements. The QCB minimumrecommended capital adequacy requirements under Basel III were increased to 12.5 per cent.(including a capital conservation buffer of 2.5 per cent.). Pursuant to another QCB circular (No AR/2/2014), commercial banks in Qatar are required to maintain a minimum liquidity coverage ratio of60 per cent. for 2014, to be increased by 10 per cent. each year to reach 100 per cent. in 2018. TheQCB has undertaken extensive groundwork in order to implement its Basel III requirements.

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The QCB also issues domestic currency and conducts bank clearing operations and settlements. Theinvestment department of the QCB manages the investments of the QCB’s financial reserves. Theseinvestments are primarily in the form of securities issued or guaranteed by other sovereigns withmaturities of up to 10 years and are maintained at a level at least equal to 100 per cent. of the riyalsissued by the QCB at any time.

The QCB, in order to ensure better regulation and risk management in the domestic Islamic andconventional banking sector, issued instructions in 2011 to conventional banks to wind up theirIslamic banking operations by the end of 2011.

The QCB sets a maximum limit on loans and Islamic finance against transfer of salaries of QAR 2million for Qatari citizens and QAR 400,000 for non-Qatari residents, which can be increased to QAR1 million for government employees against a lien on end of service benefits. The QCB provides thatthe maximum terms on loans and Islamic finance are six years for Qatari citizens and four years fornon-Qatari residents. Maximum rates of interest are set at the QCB lending rate (the QCB Rate) ontop of which 1.5 per cent. per annum is added for Qatari citizens and non-Qatari residents. The QCBalso sets caps in relation to the amount of total monthly obligations that an individual can have againstsalary which is set at 75 per cent. of the sum of basic salary and social allowance for Qatari citizensand 50 per cent. of total salary for non-Qatari residents.

The QCB regulations dictate that the maximum credit card withdrawal limit of an individual in Qataris double his or her net total salary for both Qatari citizens and the non-Qatari residents. The QCBprovides that maximum rates of interest for credit cards are set at 1 per cent. monthly for Qataricitizens and non-Qatari residents. The QCB also provides that the maximum rate of interest on arrearsof debt arising from credit cards is set at 0.25 per cent. monthly for Qatari citizens and for non-Qatariresidents.

The QCB has specific regulations applicable to real estate financing. In cases where an individual’ssalary is the main source of repayment, the QCB provides that the maximum limit of total real estatefinance available is 70 per cent. of the value of mortgaged properties. In addition, the maximum periodpermitted for repayment of the real estate finance is 20 years, including any grace period. The QCBregulations dictate that the maximum salary deductions, including instalments and other liabilities, arecapped at 75 per cent. of the basic salary and social allowance for Qatari citizens, and capped at 50per cent. of total salary for non-Qatari residents, provided that the salary and post retirement servicedues are transferred to the bank offering the finance.

The QCB regulations also require that where real estate finance is granted to an individual whosesalary is not the main source of repayment, the maximum limit of total finance available to thatindividual is 60 per cent. of the value of the mortgaged properties and that the maximum repaymentperiod of that real estate finance is 15 years, including any grace period. QCB regulations also providethat these maximum limits may be increased to 70 per cent. and 20 years, respectively, if cash isregularly transferred to the bank through a formal assignment of claims to cover the full instalmentduring the repayment period, including rents and other contractual incomes and revenues.

The main exposure restrictions imposed by QCB are set out below: Capital

Capital adequacy

• the Basel III minimum ratio is 12.5 per cent. (including a capital conservation buffer of 2.5 percent.);

• for credit and market risk the standardised approach is to be followed;

• for operational risk, the basic indicator approach is to be followed;

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• banks are subject to a capital adequacy ratio (CAR) imposed by, and calculated in accordance

with, regulations of the QCB;

• liquidity coverage ratio of 70 per cent. (in 2015) to be increased by 10 per cent. each year to

reach 100 per cent. by 2018;

• net stable funds ratio of 70.00 per cent. (in 2015) to be increased by 10.0 per cent. each year to

reach 100.00 per cent. by 2018;

• as at 1 January 2016, additional capital requirements for banks that are considered to be

systemically important to the domestic market (DSIBs) as deemed necessary by the QCB (the

Bank is also considered to be a DSIB); and

• discretionary additional “countercyclical buffer” during periods of excessive credit growth that

would increase capital adequacy ratio requirements by up to 2.5 per cent.

Credit and concentration

• maximum limit for a single customer may not exceed 20.0 per cent. of a bank’s capital and

reserves. Maximum limit for any shareholder who owns 5.0 per cent. or more of a bank’s share

capital either directly or through his minor children, spouse or through the companies in which

they own 50.0 per cent. or more of the shares may not exceed 10.0 per cent. of the bank’s capital

and reserves. Maximum limit of total of investment and credit concentration to a single customer

is 25.0 per cent. of a bank’s capital and reserves;

• total real estate financing may not exceed 150.0 per cent. of a bank’s capital and reserves; and

• no single customer may borrow more than QAR 8.0 billion (U.S.$2.2 billion) in aggregate from

Qatar’s commercial banks.

Foreign investment

Foreign investment in Qatari banks is not permitted, save with a specific permission from the Council

of Ministers. This restriction does not apply to Qatari banks listed on the Qatar Stock Exchange (QSE)

although foreign investors are restricted to holding, in aggregate, not more than 49.0 per cent. of the

shares of any bank so listed.

Required reserve

The QCB instructions issued in March 2008 specified that a reserve requirement of 4.75 per cent. of

a bank’s total deposits is to be kept with the QCB. The percentage is calculated on the basis of the

average daily total deposits balances during the period from the 16th of each month to the 12th of the

following month.

Risk reserve

The QCB requires local banks to charge a risk reserve of a minimum of 2.5 per cent. on net creditfacilities with the exception of credit facilities granted to or secured by the Ministry of Finance andcredit facilities granted against cash collateral. The risk reserve is not charged as an income statementexpense but as an appropriation account and included under shareholders equity as a separate lineitem.

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Interest rates

Prior to 2000, the QCB imposed certain ceilings on the credit and deposit interest rates offered bycommercial banks. The QCB removed these restrictions in order to further liberalise the financialsector. However, in April 2011 the QCB introduced a cap on interest rates that can be charged onpersonal loans of 1.5 per cent. per annum over its QCB lending rate and 1.0 per cent. per month forcredit cards.

The QCB utilises three different interest rates: a lending rate, a deposit rate and a repo rate. Thelending rate applies to the lending facility through which commercial banks can obtain liquidity fromthe QCB. The deposit rate applies to the deposit facility through which commercial banks can placedeposits with the QCB. Both of these facilities may be for various maturities, ranging from two daysto 30 days and rolled over to the next day, when transactions are executed electronically. The repo rateis a pre-determined interest rate set by the QCB for repo transactions entered into between the QCBand commercial banks.

Prior to July 2007, the QCB tracked the interest rates of the U.S. Federal Reserve as the Qatari riyalis pegged to the U.S. dollar. However, and especially since the global financial crisis, the QCB hasnot deemed it necessary to change interest rates in tandem with the U.S. Federal Reserve on alloccasions in view of domestic macroeconomic conditions, in particular trends in inflation. Althoughthe QCB’s money market rates are largely influenced by the movements in the interest rates of the U.S.Federal Reserve due to the peg on the exchange rate, the QCB acted independently in 2010 and 2011by changing its policy rate even as the U.S. Federal Reserve continued to keep interest ratesunchanged at near-zero levels. The QCB deposit rate which had been kept at 2 per cent. from May2008 till July 2010 was thereafter reduced by 125 basis points in total in three phases to its currentlevel of 0.75 per cent. by August 2011. Since April 2011, the QCB lending rate has been reduced intwo phases by 100 basis points in total to 4.5 per cent. and the QCB repo rate has been reduced in twophases by 105 basis points in total to 4.5 per cent. The surplus liquidity conditions in 2010 and 2011were reflected in the general softening of interbank interest rates across the maturity spectrum.

On 6 May 2012, the QCB and Bloomberg launched the first ever Qatar Interbank Offer Rate (QIBOR)fixings, in a move aimed at encouraging a more active interbank market in Qatar.

QIBOR, which uses the contributed offer rates quoted by 9 panel banks, is calculated by Bloombergand published on the QCB website and Bloomberg Professional service. QIBOR fixings for eightdifferent tenures ranging from overnight to one year are publicly available each business day makingmarket activity transparent to other banks around the world.

Liquidity and money supply

The table below shows the trend in certain money supply indicators for the Qatari banking system forthe periods indicated.

2012 2013 2014 2015(1)

Money supply (M1) (QAR million) . . . . . . . . . 90,939 105,931 124,256 126,082Growth rate (%) . . . . . . . . . . . . . . . . . . . . . . . . 11.1 16.5 17.3 (3.4)Money supply (M2) (QAR million) . . . . . . . . . 381,053 455,715 504,025 517,511Growth rate (%) . . . . . . . . . . . . . . . . . . . . . . . . 22.9 19.6 10.6 (2.7)Money supply (M3) (QAR million) . . . . . . . . . 442,481 576,814 597,910 579,996Growth rate (%) . . . . . . . . . . . . . . . . . . . . . . . . 22.2 30.4 3.7 (2.6)

Source: QCB September 2015 Quarterly Statistical Bulletin

Note:

(1) Up to 30 September only

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The QCB, on behalf of the Government, issues bonds to absorb domestic liquidity and develop a yieldcurve for riyal-denominated domestic bonds. The QCB has issued a number of domestic bonds since1999, including six issues in 2009 and three issues in 2010. In 2011, the QCB also issued bondsamounting to QAR 50 billion (U.S.$13.7 billion) to Qatari domestic banks. The funds so generatedwere transferred by the QCB to the State of Qatar’s account and the State of Qatar used these fundsfor various Governmental uses and for investment. The QCB also prescribes reserve requirements forcommercial banks to be maintained with the QCB in order to control domestic liquidity.

Qatar launched quarterly bond sales in March 2013 to help banks manage liquidity. Qatar has usuallyissued QAR3 billion (U.S.$824 million) worth of conventional bonds and QAR1 billion (U.S.$275million) of sukuk each quarter with maturities of three and five years. In late 2014, the QCB indicatedthat it may be more flexible in planning future auctions of Government bonds, adjusting the timingand characteristics of the issues depending on market conditions and its policy stance. In addition tothe bond auctions, the QCB has conducted monthly auctions of three, six and nine month treasury billssince 2011.

BANKING SYSTEM

Commercial banks

Commercial banks in Qatar consist of seven locally owned conventional commercial banks, fourIslamic institutions that operate according to Islamic Shari’a principles (including the prohibition onthe charging of interest on loans) and seven foreign banks with established branches in Qatar.

Commercial banks are the primary financial institutions in Qatar, providing deposit taking, credit andinvestment services, as well as foreign exchange and clearance services. The deposits made in Qatar’scommercial banks are not insured as there is no deposit insurance scheme in Qatar.

In June 2014, Moody’s Investors Service issued a report following their review of Qatar’s bankingsystem. The report noted that Qatar’s banking system remained stable, unchanged since 2010, and thatthe stable outlook reflected Moody’s expectation that Qatar’s strong economic environment wouldcontinue to sustain banks strong earnings, sound capital buffers and low levels of non-performingloans. However, the rating agency noted that Qatar’s reliance on the hydrocarbon sector, the banksrelatively high dependence on short-term foreign funding and Qatar’s still-developingcorporate-governance and risk-management culture posed risks.

The average banking sector CAR was in line with the international financial reporting standards 16.3per cent. in 2014, and 16.0 per cent. in 2013. In 2015, the average banking sector regulatory tier 1capital-to-asset ratio for all banks was 11.30 compared to 12.0 per cent. in 2014 and 12.5 per cent. in2013. Currently, Qatar’s commercial banks are compliant with Basel III as implemented by the QCB.

The QIA has provided financial support to Qatar’s financial sector as a response to the globaleconomic downturn and as a preventative measure to preserve the general stability in Qatar’s bankingsector. In early 2009, the QIA began making direct capital injections in Qatar’s commercial bankingsector through a plan to purchase equity ownership interests of up to 20 per cent. in the domestic bankslisted on the QE. In line with the plan, from 2009 through to 2011, the QIA acquired equity positionsranging from 5 per cent. to 20 per cent. in various domestic banks, including QIB, the CommercialBank, the Qatar International Islamic Bank, the Ahli Bank and the Bank.

In addition to the equity purchases, the QIA also assisted the banking sector by purchasing certainportions of their investment and real estate portfolios. On 22 March 2009, the QIA purchased theinvestment portfolios of seven of the nine domestic banks listed on the QE at a total purchase priceof QAR 6,500 million (U.S.$1,786 million) paid through a combination of cash and domesticGovernment bonds. This purchase price was equal to the value of such investment portfolios asregistered in the records of each bank as at 28 February 2009. In an effort to further boost liquidity

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and encourage lending, in early June 2009, the QIA made a second round of investments and bought

the real estate portfolios and investments of nine domestic commercial banks at a sale price equivalent

to the net book value of such portfolios and investments with a total ceiling amount of QAR 15,000

million (U.S.$4,121 million). The total support to the banking sector, which includes purchases of real

estate and investment portfolio in domestic banks as well as the equity injections has been QAR

32,700 million (U.S.$8,984 million).

The amount of credit extended by commercial banks to the private sector grew by a compound annual

growth rate of 12.5 per cent. between 2009 and 2014, increasing to QAR 353.0 billion (U.S.$97.0

billion) from QAR 196.2 billion (U.S.$53.9 billion) in 2009.

According to the data available from the QCB, the level of non-performing commercial bank loans in

Qatar has remained low in recent years. The level of non-performing loans was 1.6 per cent. in 2015,

1.7 per cent. in 2014 and 1.9 per cent. in 2013. Under QCB regulations, non-performing loans are

determined by reference to a range of indicators, and include loans that meet one of the following

conditions for at least three months: (i) the borrower is not able to meet its loan repayments and the

loan is past due; (ii) other credit facilities of that borrower are past due; (iii) the existing credit limits

granted to that borrower for its other credit facilities are not renewed; or (iv) a borrower exceeds its

agreed credit limit by 10 per cent. or more without prior authorisation. Commercial banks in Qatar

categorise non-performing loans into three groups: substandard, doubtful and bad. Substandard loans

are those that have not performed for three or more months, doubtful loans are those that have not

performed for six or more months, and bad loans are those that have not performed for nine or more

months. The QCB also obliges national banks to form a “risk reserve” from their net profits, which

should not be less than 2.5 per cent. of the total direct credit facilities granted by the bank and its

branches and subsidiaries inside and outside Qatar. This figure is calculated according to each bank’s

consolidated balance sheet, after deduction of the specific provisions, suspended interests and

deferred profits for Islamic banks, with the exception of credit facilities extended to the Ministry of

Finance, credit facilities guaranteed by the Ministry of Finance and credit facilities secured by cash

collateral (with a lien on cash deposits).

The following table sets out the consolidated balance sheet of the Qatari commercial banking sector

by economic activity as at 31 December 2013 to 31 December 2015.

As at 31 December

2013 2014 2015

(QAR million)AssetsReservesCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,136 3,754 3,953Balances with the QCB . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,388 39,862 33,481Foreign assets:Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244 2,614 2,737Claims on foreign banks . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,553 80,820 81,365Foreign credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,319 63,679 87,930Foreign investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,918 49,318 50,639Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 278 80 260Domestic assets:Due from Banks in Qatar . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,778 37,152 32,933Domestic credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 533,075 586,531 660,750Domestic investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,892 125,447 141,751Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,914 4,844 5,092Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,576 10,669 11,839

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 910,072 1,004,770 1,112,729

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As at 31 December

2013 2014 2015

(QAR million)LiabilitiesForeign liabilities:Non-resident deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,580 48,119 86,632Due to foreign banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,701 131,899 180,888Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,604 39,078 34,734Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,806 8,298 7,744Domestic liabilities:Resident deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514,804 552,955 563,629Due to domestic banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,471 34,672 32,717Due to QCB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,600 6,675 7,042Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,290 3,416 4,104Margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,338 1,554 1,681Capital accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,931 118,081 124,318Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,929 9,925 10,684Unclassified liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,018 50,096 58,557

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 910,072 1,004,770 1,112,729

The following table summarises the capital adequacy ratio and the ratio of non-performing loans to

total capital for the Qatari banking system as at 31 December 2013 to 31 December 2015.

As at 31 December

2013 2014 2015

Capital adequacy ratio (per cent.)................. . . . . . . . . . . . . 16.00 16.30 15.60Non-performing loans/capital (per cent.) .... . . . . . . . . . . . . . 1.90 1.70 1.60

Source: QCB

The following table sets out the distribution of Qatari commercial bank credit facilities as at 31

December 2011 to 31 December 2015.

As at 31 December

2011 2012 2013 2014 2015

(QAR million)

Public sector:Government . . . . . . . . . . . . . . . . . 40,801.2 51,745.9 56,549.4 64,737.0 76,822.1Government institutions . . . . . . . . 90,618.9 139,585.1 152,516.4 140,426.8 140,148.0Semi government institutions . . . . 17,750.3 27,222.4 30,679.1 28,400.1 21,312.1Total public sector loans . . . . . . . 149,170.4 218,553.4 239,744.9 233,563.9 238,282.2Private sector: . . . . . . . . . . . . . .General trade . . . . . . . . . . . . . . . . 26,855.3 33,238.2 35,951.5 48,154.4 59,015.8Contractors and Real Estate . . . . . 92,440.3 102,107.9 108,719.6 125,509.7 158,758.0Consumption . . . . . . . . . . . . . . . . 67,975.3 71,046.4 80,239.5 99,121.7 115,842.2Other . . . . . . . . . . . . . . . . . . . . . . 40,253.9 51,939.8 68,419.6 80,180.8 88,851.4Total private sector loans . . . . . . 227,524.8 258,332.3 293,330.2 352,966.6 422,467.4Total domestic loans . . . . . . . . . . 376,695.2 476,885.7 533,075.1 586,530.5 660,749.6Loans outside Qatar . . . . . . . . . . . 26,867.3 31,742.6 42,319.2 63,679.1 87,930.2

Total loans . . . . . . . . . . . . . . . . . 403,562.5 508,628.3 575,394.3 650,209.6 748,679.8

Source: QCB

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The following table sets out the breakdown of Qatari commercial bank deposits as at 31 December

2011 to 31 December 2015.

As at 31 December

2011 2012 2013 2014 2015

(QAR million)

Public sector:By term and currency:

In Qatari riyalDemand deposits . . . . . . . . . 19,274.6 19,366.2 17,649.0 19,083.3 16,662.6

Time and savings deposits . . . . . . 47,655.1 53,060.3 68,630.7 64,526.9 67,749.3In foreign currencies

Demand deposits . . . . . . . . . 25,101.1 18,522.3 18,538.0 15,404.9 9,978.0Time and savings deposits . . . 33,844.8 89,780.3 125,313.2 129,121.1 114,716.0

By sector:Government . . . . . . . . . . . . . 40,824.6 44,444.7 68,294.0 59,252.3 53,278.4Government institutions . . . . 57,350.9 104,378.1 124,389.7 129,608.9 116,896.1Semi government

institutions... . . . . . . . . . . . 27,700.1 31,906.3 37,447.2 39,275.0 38,931.4Total public sector deposits . . . . 125,875.6 180,729.1 230,130.9 228,136.2 209,105.9Private sector:By term and currency:

In Qatari riyalDemand deposits . . . . . . . . . 61,926.2 69,010.7 83,303.1 97,474.7 101,122.5Time and savings deposits . . . 131,942.2 142,011.2 161,526.9 177,305.0 190,073.3

In foreign currenciesDemand deposits . . . . . . . . . 11,823.2 10,561.2 14,386.9 16,307.8 16,173.9Time and savings deposits . . . 12,210.0 15,024.3 25,456.5 33,731.4 47,153.1

By sector:Personal . . . . . . . . . . . . . . . . . . 103,093.1 116,257.2 145,840.6 162,251.4 148,438.5Companies and institutions . . . . 114,808.5 120,350.2 138,832.8 162,567.5 206,084.3

Total private sector deposits. . . . . 217,901.6 236,607.4 284,673.4 324,818.9 354,522.8Non-resident deposits . . . . . . . . . 19,835.2 40,729.1 33,579.5 48,119.1 86,632.2Total deposits . . . . . . . . . . . . . . . 363,612.4 458,065.6 548,383.8 601,074.2 650,260.9

Source: QCB

Qatar Development Bank

Qatar Development Bank (QDB) was established by the Government in 1997, with contributions from

national banks, under the name of Qatar Industrial Development Bank. In 2006, QDB became a

Government-owned bank and the following year changed its name to Qatar Development Bank. QDB’s

main objective is to contribute to the development and diversification of economic and industrial

investments in Qatar. QDB finances small and medium sized industrial projects and provides technical

assistance and advice to industrialists for the implementation of their projects. QDB also provides

consultancy services and financing for projects in the education, agriculture, fisheries, healthcare,

animal resources and tourism sectors. As at 30 June 2016, QDB’s paid up capital was QAR 6.12 billion

(U.S.$1.68 billion).

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QATAR FINANCIAL CENTRE

The QFC is a financial and business centre established by the Government in 2005 with a view to

attracting international financial services institutions and multinational corporations to Doha in order

to grow and develop the market for financial services in the region. Unlike other financial centres in

the region, the QFC is an onshore financial and business environment.

The QFC comprises: the QFC Authority (the QFCA), the Qatar Financial Centre Regulatory Authority

(the QFCRA) and the QFC Dispute Resolution Centre. The QFCA determines the commercial strategy

of the QFC and is responsible for legislation and compliance matters relating to the QFC legal

environment. The QFCRA regulates, authorises, supervises and, when necessary, disciplines banking,

securities, insurance and other financial businesses carried on in or from the QFC. The QFCRA also

registers and supervises the directors and other designated officers of the businesses authorised by it.

The QFCRA’s regulatory approach is modelled closely on that of the UK’s Financial Conduct

Authority. The QFC Civil and Commercial Court has jurisdiction over civil and commercial disputes

arising between: (i) entities established within the QFC; (ii) employees or contractors employed by

entities established in the QFC and the employing entity; (iii) QFC entities and residents of State of

Qatar; and (iv) QFC institutions and entities established in the QFC. The QFC Regulatory Tribunal

hears appeals against decisions of the QFCRA, QFCA and other QFC institutions. The QFC Dispute

Resolution Centre offers international arbitration and mediation services. The QFCA, QFCRA, the

QFC Civil and Commercial Court and the Regulatory Tribunal are all statutory independent bodies

reporting to the Council of Ministers.

Firms operating under the QFC umbrella fall into two categories: those providing financial services

(such as banking institutions; insurance, reinsurance and insurance mediation firms; and asset

management and investment firms), which are regulated activities, and those engaged in non-regulated

activities in support of financial services (such as legal, audit, tax, advisory and consultancy service

providers). All QFC firms must apply to the QFCA for a business license to conduct a permitted

activity in or from the QFC. Firms planning to conduct regulated activities also need to apply to the

QFCRA for authorisation. The operations of the Company Registration Office are handled by the

QFCA. As at 31 August 2016, 313 companies are registered, including global financial institutions.

The QFCA imposed a tax rate of 10.00 per cent. on local source business profits effective 1 January

2010.

Financial institutions licensed by the QFCRA as “Category-1” financial institutions are authorised to

operate as universal banks and, among other things, may make various types of loans and accept

deposits in any currency. Under the QFC licensing policy, such institutions are currently prohibited

from conducting retail banking with, or on behalf of, retail customers unless they obtain authorisation

from the QFCRA. Financial institutions authorised by the QFCRA as “Category-2, “Category-3 or

“Category-4 are permitted to undertake certain more limited activities, and “Category-5” institutions

may undertake Islamic finance activities.

Principal regulator and collaborative regulatory approach

Law No. 13 of 2012, which came into force in 2013, gave the Governor of the QCB ultimate

responsibility for governance of the QFC. While the QFCRA continues to regulate QFC entities that

offer financial services, the QCB and the QFCRA collaborate on strategic matters.

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OVERVIEW OF QATAR

Unless indicated otherwise, information in this section has been derived from Governmentpublications.

COUNTRY PROFILE

Qatar is an independent state in the Southern Arabian Gulf. Qatar shares a land border and maritimeboundaries with Saudi Arabia and maritime boundaries with Bahrain, the UAE and Iran. Qatar coversan area of 11,493 square kilometres. Doha is the capital city of Qatar, the seat of government andQatar’s cultural, commercial and financial centre. It includes the country’s main seaport andinternational airport and has an advanced road system linking it with the international road network.Based on Qatar’s 2015 Census, Qatar had a total population of 2,404,776, as at April 2015, indicatinga 41.5 per cent. growth since the last census carried out in 2010 when, as at April 2010, Qatar had atotal population of 1,699,435. A large portion of Qatar’s population is comprised of non-Qatarinationals. According to the Ministry of Development Planning and Statistics, as at 31 March 2016Qatar’s total population stood at 2,526,994.

Qatar, which gained independence from the United Kingdom on 3 September 1971, was ruled by HisHighness Sheikh Hamad Bin Khalifa Al-Thani from 27 June 1995 until 25 June 2013, on which datehe handed power over to his fourth son, and the current Emir of Qatar, His Highness Sheikh TamimBin Hamad Bin Khalifa Al-Thani. During his reign, H.H. Sheikh Hamad implemented variousinitiatives designed to exploit Qatar’s oil and gas resources in a responsible manner, thereby makingrapid economic development and the construction of modern infrastructure possible in Qatar. Duringa period of rapid economic and social progress, Qatar has maintained its cultural and traditional valuesas an Arab and Islamic nation.

In terms of foreign relations and membership of international organisations, Qatar, together withBahrain, Kuwait, Oman, Saudi Arabia and the UAE form the GCC. Furthermore, Qatar is a memberof OPEC, the Gas Exporting Countries Forum (which was established in 2008 and has its headquartersin Doha) and the United Nations. It is also a member of numerous international and multilateralorganisations, including the IMF, the International Bank for Reconstruction and Development, theWorld Trade Organisation, the League of Arab States, The Organisation of the Islamic Conference, theMultinational Investment Guarantee Organisation and UNESCO.

On 23 December 2008, representatives of 11 gas producing nations, including Qatar, Russia and Iran,signed an intergovernmental memorandum and charter formally establishing the Gas ExporterCountries Forum (the GECF), which chose Doha as the future headquarters for its permanentsecretariat. The GECF Secretary General commenced his duties in Doha in February 2010 and theGECF Liaison Office, which facilitates the affairs of the GECF, is also based in Doha. Apart from theregular Ministerial meetings, the first GECF gas summit was held in Doha in December 2011. TheGECF’s objectives include exchanging information on a broad range of issues such as newtechnologies, investment programmes, relations with natural gas consuming countries andenvironmental protection.

Qatar is an advocate for regional integration and is a member of the GCC, whose other members areBahrain, Kuwait, the UAE, Oman and Saudi Arabia. In 2003, the GCC established a customs unionunder which Qatar applies a common customs tariff of 5.0 per cent. to most products, with a limitednumber of exceptions. In 2005, as part of the GCC, Qatar joined the Istanbul Cooperation Initiative,which is a North Atlantic Treaty Organisation (NATO) initiative to enhance regional security in thebroader Middle East.

In 2001, the GCC proposed the establishment of a common currency with a view to deepeningeconomic integration. The GCC monetary union is expected to improve the efficiency of financialservices, lower transaction costs and increase transparency in the prices of goods and services. InDecember 2008, finance ministers of the GCC member states (other than Oman) signed an agreement

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establishing the framework of the monetary union. The agreement also provides for the establishmentof a monetary council, which will finalise the details of the monetary union and is expected to beconverted eventually into a GCC central bank. The agreement must be ratified by each member statein order for it to take effect. As at the date of this Prospectus, four of the six GCC members havesigned the accord to join the monetary union - Qatar, Kuwait, Saudi Arabia and Bahrain - while theUAE and Oman have opted out. In May 2009, those GCC members who intend to join the monetaryunion decided that

Riyadh would be home to the new GCC monetary council (the GCC Monetary Council), a precursorto a GCC central bank. In March 2010, Qatar, Kuwait, Saudi Arabia and Bahrain unanimously electedSaudi Arabia’s Monetary Agency Governor as the first chairman of the GCC Monetary Council,representing the latest step in launching a single currency and laying the foundation for a GCC centralbank. As yet, there has been no announcement of an official timetable for the progression of the GCCMonetary Union.

LEGAL SYSTEM

Over the last decade, Qatar’s legal system has been significantly reformed by the enactment of variouspieces of legislation intended to bring Qatari laws in line with international laws, standards andpractices. Qatar’s civil law addresses a wide range of matters including conflict of laws, contracts,rights and obligations, security, ownership and torts. Qatar’s commercial law addresses commercialaffairs and entities, competition, commercial obligations and contracts and commercial paper. Thecommercial law also addresses bankruptcy matters, permitting creditors to file claims against anycorporate entity, except for certain professional companies and other companies that are at leastmajority owned by the Government. Finally, the new Commercial Companies Law, which came intoeffect on 6 August 2015, addresses matters with respect to the ownership of shares, limited liability,capital contributions, payment of dividends, shareholder rights and obligations and general principlesof corporate governance. The Commercial Companies Law also introduces the concept of a singlemember limited liability company, and is not dissimilar to the companies laws of more mature legalsystems.

The Government has passed other significant legislation in recent years, including the ForeignInvestment Law, the Bankruptcy Law, the Central Bank Law, the Money Laundering Law, the DohaSecurities Market Law (now the Qatar Exchange Law) and the Qatar Financial Centre Law (the QFCLaw), as well as competition, intellectual property, labour, property and environmental laws.

Following the establishment of the QFC in 2005, the QFC Law established a legal and regulatoryregime to govern the QFC that is generally parallel to and separate from Qatari laws and the Qatarilegal system, except for Qatari criminal law. The QFC has established its own rules and regulationsapplicable to, among others, financial services companies, and which cover topics such asemployment, companies, anti-money laundering, contracts and insolvency. See further “Bankingindustry and regulation in Qatar—Qatar Financial Centre”.

Qatar is also strengthening the private sector by undertaking regulatory reforms aimed at improvingQatar’s business climate and creating an environment that will support enterprise creation, privatecompetition and foreign direct investment, including through taking steps such as liberalising thetelecommunications sector and creating special economic zones. In addition, Qatar has sought toincrease the country’s attractiveness to foreign direct investment by implementing laws that allowmore foreign participation in the domestic economy. For example, the Government has established theQFC, which enables global financial firms to operate in Qatar, although there are restrictions on suchfinancial institutions dealing with retail customers.

In addition, on 1 January 2010, Law No. (21) of 2009 on Income Tax (the Income Tax Law) came intoeffect. Under the Income Tax Law (which is applicable outside the QFC), taxable income in anytaxable year is now taxed at a flat tax rate of 10.0 per cent., except for certain oil and gas companies

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that will continue to be taxed at the previous rate of 35.0 per cent. This is part of a broad plan todiversify the Qatari economy to reduce reliance on the oil and gas sector, which accounted for 50.5per cent. of total nominal GDP in 2014. However, Qatari companies 100 per cent. owned by Qatarisdo not pay income tax.

ECONOMIC OVERVIEW

Qatar is one of the most prosperous countries in the world, with a nominal GDP per capita ofQAR251,972 (U.S.$69,223) calculated by taking Qatar’s 2015 nominal GDP of QAR605,937 million(U.S.$166,466 million) and dividing it by its population of 2,404,776 based on the 2015 Census. Overthe last several years, Qatar has been one of the fastest growing economies in the world. As at 31December 2014, Qatar’s proven reserves of hydrocarbons amounted to 187.6 billion barrels of oilequivalent, according to BP’s Statistical Review of World Energy 2015. These hydrocarbons consistof proven reserves of 24.5 trillion cubic metres of natural gas and 25.7 billion barrels of oil(comprising crude oil, gas condensate and natural gas liquids). Qatar’s natural gas reserves are thethird largest in the world and translated into 13.1 per cent. of overall global reserves in 2014. Virtuallyall of Qatar’s proven reserves of natural gas and condensate are located in the North Field, which isestimated by the International Energy Agency (IEA) to be the largest non-associated gas field in theworld. Qatar has over 138 years of proven gas reserves at 2014 reserves and production levels,according to the BP’s Statistical Review of World Energy 2015.

For most of the past two decades, Qatar’s was one of the fastest growing economies of the world. Suchgrowth was driven by the development of its important natural gas reserves, including for theproduction and export of LNG. Following the completion of all planned liquefied natural gas (LNG)export facilities in 2011, growth slowed, and this slowdown has been compounded more recently bylower energy prices. As a result, according to the 31 March 2016 Quarterly Statistical Bulletin oil andgas revenues decreased by 43.7 per cent. between 31 December, 2014 and 31 December 2015,resulting in an overall decrease in nominal GDP of 20.8 per cent. during the same period. However,the share of the non oil and gas sector in nominal GDP has increased to 63.7 per cent. in 2015,compared with 48.9 per cent. in 2014.

In recent years, Qatar has focused on developing and exploiting its natural gas resources beyond theLNG industry by implementing a downstream strategy driven by opportunities to generate additionalrevenue from its existing oil and gas production. Qatar Petroleum (QP) has developed pipeline gasprojects both for regional export markets and for domestic petrochemicals and industrial consumption.In addition, QP is the majority shareholder in a number of industrial companies located primarily atRas Laffan City and Mesaieed Industrial City, which use natural gas as feedstock and/or fuel toproduce various value added products, such as petrochemicals, fertiliser, steel, iron and metal coating,both for domestic consumption and for export. Qatar has also invested in exploiting variousgas-to-liquid (GTL) technologies and has two joint venture projects currently in operation to generateGTL products, such as distillates.

Although Qatar is focused on ensuring optimal and sustainable development and commercialisation ofthe oil and gas sector, which continues to be the backbone of the economy, one of the cornerstonesof Qatar’s current economic policy is a commitment to diversify the overall economy so thatGovernment revenues from the oil and gas sector are supplemented by an increased percentage ofGovernment revenues from non-oil and gas-related activities. As set forth in the National Vision,Qatar’s long-term economic objectives include developing its infrastructure and strengthening itsprivate sector.

Throughout a period characterised by rapid growth and development, Qatar has demonstrated fiscalresponsibility by managing its budget and public finances prudently. Qatar has historically had lowlevels of indebtedness but there was an increase in indebtedness from 2009 onwards mainly due to the

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support given by Qatar to the commercial banking sector during the global financial crisis in 2009 andthe issuance of bonds and treasury bills by the Qatar Central Bank to absorb excess liquidity amongdomestic commercial banks and to develop a yield curve for riyal-denominated domestic bonds. Mostof Qatar’s significant energy projects are funded on a stand-alone, limited recourse basis.

In recent years, Qatar has used its budget surpluses to diversify the economy through increasedspending on infrastructure, social programmes, healthcare and education, which have modernisedQatar’s economy. Qatar’s economic growth has also enabled it to diversify its economy throughdomestic and international investment into different classes of assets. This diversification will beimportant to Qatar’s future as the growth rate of Qatar’s revenue from the oil and gas sector isexpected to stabilise, given the completion of several of Qatar’s long-term hydrocarbon investmentprogrammes.

In 2005, Qatar established the Qatar Investment Authority (QIA) to propose and implementinvestments for Qatar’s growing financial reserves, both domestically and abroad. Through the QIA,Qatar has invested in private equity, the banking sector, real estate, publicly traded securities andalternative assets. With its growing portfolio of international and domestic long-term strategicinvestments, the QIA has continued to develop Qatar’s economic diversification strategy whilecontributing to the nation’s significant economic expansion. In December 2010, Qatar was awardedthe right to host the Federation Internationale de Football Association (FIFA) 2022 World Cup, whichwill provide opportunities for Qatar to invest in further developing its infrastructure and diversifyingits economy.

The following table illustrates certain key macro-economic data for Qatar:

Year ended 31 December

2012 2013 2014 2015

(QAR million, unless otherwise stated)

Nominal GDP . . . . . . . . . . . . . . . . . . . . . . . . . 692,655 734,863 764,797 605,937Growth rate (%) . . . . . . . . . . . . . . . . . . . . . . 12.1 6.1 4.1 (20.8)

Oil and gas sectorGrowth rate (%) . . . . . . . . . . . . . . . . . . . . . . 57.8 54.8 51.1 36.3Share in nominal GDP (%) . . . . . . . . . . . . . . 9.8 2.1 (3.0) (43.7)

Non-oil and gas sector . . . . . . . . . . . . . . . . .Growth rate (%) . . . . . . . . . . . . . . . . . . . . . . 15.1 11.4 12.7 3.2Share in nominal GDP (%) . . . . . . . . . . . . . . 43.0 45.2 48.9 63.7

GDP per Capita (QR thousands) . . . . . . . . . 377.9 366.8 345.1 —(1)

Inflation (%) . . . . . . . . . . . . . . . . . . . . . . . . . . 1.87 3.05 3.35 1.61Total revenues .......... . . . . . . . . . . . . . . . . . . . 251,859 344,058 342,973 255,886Total expenditures . . . . . . . . . . . . . . . . . . . . . 158,342 204,659 250,707 248,820Deficit or Surplus . . . . . . . . . . . . . . . . . . . . . . 93,517 139,399 92,266 7,066

Source: Qatar Central Bank, 30 June 2016 Quarterly Statistical Bulletin

Notes:

(1) This data is not available from the 30 June 2016 Quarterly Statistical Bulletin.

GROSS DOMESTIC PRODUCT

Qatar’s GDP growth was strong between 2011 and 2014, increasing from QAR618,089 million(U.S.$169,805 million) in 2011 to QAR764,797 million (U.S.$210,109 million) in 2014. However,preliminary data for 2015 indicate a decrease in nominal GDP growth, with GDP amounting toQAR605,937 million (U.S.$166,466 million) representing a 20.8 per cent. decrease compared with2014. This decrease is mainly due to a decrease in hydrocarbon production and prices.

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QATAR’S ECONOMIC SITUATION

Overall, Qatar’s stable economic situation has improved its credit ratings over the past decade.

Through a series of increases, Qatar’s long-term credit rating by S&P improved from BBB as at

February 1996 to AA as at July 2010, with a stable outlook. Qatar’s long-term credit rating by S&P

improved from BBB as at February 1996 to AA as at July 2010 which was most recently confirmed

on 4 March 2016 with a stable outlook. Similarly, Qatar’s foreign and local currency bond ratings by

Moody’s have improved from Baa2 as at September 1999 to Aa2 as at July 2007, which were

confirmed on 9 December 2014 with a stable outlook. However, on 4 March 2016, Moody’s placed

Qatar’s Aa2 government bond and issuer ratings on review for downgrade, along with those of all

other oil exporters in the region. On 14 May 2016, it confirmed Qatar’s Aa2 government bond and

issuer ratings and assigned a negative outlook citing the comparatively stronger general government

debt increases from already high levels. Moody’s also took into account implementation risks relating

to the Governments reform plans.

INFLATION

According to the Qatar Central Bank, between 2005 and 2015 the rate of inflation in Qatar reached

a high of 17.0 per cent. in the second quarter of 2008 and a low of (10.0) per cent. in the fourth quarter

of 2009. After falling to 1.5 per cent. in the second quarter of 2015, the rate of inflation has since been

steadily climbing to reach 3.3 per cent. in the first quarter of 2016.

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TAXATION

The following is a general description of certain Australian, Cayman Islands, Qatari, United

Kingdom, United States and EU tax considerations relating to the Notes. It does not purport to be a

complete analysis of all tax considerations relating to the Notes, whether in those countries orelsewhere. Prospective purchasers of Notes should consult their own tax advisers as to whichcountries’ tax laws could be relevant to acquiring, holding and disposing of Notes and receivingpayments of interest, principal and/or other amounts under the Notes and the consequences of suchactions under the tax laws of those countries. This summary is based upon the law as in effect on thedate of this Prospectus and is subject to any change in law that may take effect after such date.

AUSTRALIA

The following taxation summary is of a general nature only and addresses only some of the keyAustralian tax implications that may arise for a prospective holder of a Note or an interest in a Note(in the following taxation summary, an Investor) as a result of acquiring, holding or transferring theNote. The following is not intended to be, and should not be taken as, a comprehensive taxationsummary for an Investor. Each reference in the following taxation summary to a “Note” includes areference to an “interest in a Note” as the context requires.

The taxation summary is based on the Australian taxation laws in force and the administrativepractices of the Australian Taxation Office (the ATO) generally accepted as at the date of thisProspectus. Any of these may change in the future without notice and legislation introduced to giveeffect to announcements may contain provisions that are currently not contemplated and may haveretroactive effect.

Investors should consult their professional advisers in relation to their tax position. Investors who maybe liable to taxation in jurisdictions other than Australia in respect of their acquisition, holding ordisposal of Notes are particularly advised to consult their professional advisers as to whether they areso liable (and, if so, under the laws of which jurisdictions), since the following comments relate onlyto certain Australian taxation aspects of the Notes. In particular, Investors should be aware that theymay be liable to taxation under the laws of other jurisdictions in relation to payments in respect of theNotes even if such payments may be made without withholding or deduction for or on account oftaxation under the laws of Australia.

Taxation of interest on Notes

Australian Investors

Investors who are Australian tax residents or who are non-residents that hold the Notes in carrying onbusiness at or through a permanent establishment in Australia will be taxable by assessment in respectof any interest income derived in respect of the Notes. Such Investors will generally be required tolodge an Australian tax return. The timing of assessment of the interest (e.g. a cash receipts or accrualsbasis) will depend upon the tax status of the particular Investor, the Terms and Conditions applicableto the Notes and the potential application of the “Taxation of Financial Arrangements” provisions ofthe Income Tax Assessment Act 1997 (Cth).

Tax at the highest marginal income tax rate plus the Medicare Levy (in aggregate, currently 49percent.; although scheduled to be reduced to 47per cent. from 1 July 2017) may be deducted frompayments to such an Investor if the Investor does not provide an Australian tax file number, anAustralian Business Number (where applicable), or proof of a relevant exemption from quoting suchnumbers.

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Section 126 of the Income Tax Assessment Act 1936 (Cth) imposes a type of withholding tax at the rateof 47per cent. (scheduled to be reduced to 45per cent. from 1 July 2017) on the payment of intereston bearer debentures if the Issuer fails to disclose the names and addresses of the relevant holders tothe ATO. These rules generally only apply to Investors who are Australian tax residents, ornon-resident Investors that hold the Notes in carrying on business at or through a permanentestablishment in Australia.

Offshore Investors

So long as the Issuer continues to be a non-resident of Australia and the Notes issued by it are notattributable to an Australian permanent establishment of the Issuer, payments of principal and interestmade in respect of the Notes should not be subject to Australian interest withholding tax.

Taxation of gains on disposal or redemption

Australian Investors

Investors who are Australian tax residents, or who are non-residents that hold the Notes in carryingon business at or through a permanent establishment in Australia, will be required to include any gainor loss on disposal of the Notes in their assessable income.

The determination of the amount and timing of any gain or loss on disposition or redemption of theNotes may be affected by the “Taxation of Financial Arrangements” provisions, which provide for aspecialised regime for the taxation of financial instruments, and, where the Notes are denominated ina currency other than Australian Dollars, the foreign currency rules. Prospective Investors shouldobtain their own independent tax advice in relation to the determination of any gain or loss on disposalor redemption of the Notes.

Offshore Investors

An Investor who is a non-resident of Australia and who has never held the Notes in carrying on abusiness at or through a permanent establishment within Australia will not be subject to Australianincome tax or capital gains tax on gains realised on the sale or redemption of such Notes provided suchgains do not have an Australian source. A gain arising on the sale of a Note by a non-Australianresident holder to another non-Australian resident where the Note is sold outside Australia and allnegotiations are conducted and all documentation is executed outside Australia should generally notbe regarded as having an Australian source.

Special rules can apply to treat a portion of the purchase price of the Notes as interest for withholdingtax purposes where deferred-return Notes (for example, Notes which pay a return that is deferred bymore than 12 months) are sold to an Australian Investor.

Collection powers

The ATO and other revenue authorities in Australia have wide powers for the collection of unpaid taxdebts. This can include issuing a notice to an Australian resident requiring a deduction from anypayment to an Investor in respect of any unpaid tax liabilities of that Investor.

Stamp duty

No ad valorem stamp, issue, registration or similar taxes are payable in Australia on the issue, transferor redemption of the Notes.

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Death duties

The Notes will not be subject to death, estate or succession duties imposed by Australia or by anypolitical subdivision or authority therein having power to tax if held at the time of death.

Goods and Services Tax

Neither the issue nor receipt of the Notes will give rise to a liability for GST in Australia on the basisthat the supply of Notes will comprise either an input taxed financial supply or (in the case of anoffshore non-resident subscriber) a GST-free supply. Furthermore, neither the payment of principal orinterest on the Notes would give rise to a GST liability.

THE CAYMAN ISLANDS

The following is a discussion of certain Cayman Islands tax consequences of an investment in theNotes. The discussion is a general summary of present law, which is subject to prospective andretroactive change. It is not intended as tax advice, does not consider your particular circumstances,and does not consider tax consequences other than those arising under Cayman Islands law.

Under existing Cayman Islands laws:

Payments of interest, principal and other amounts on the Notes will not be subject to taxation in theCayman Islands and no withholding will be required on the payment of interest and principal and otheramounts on the Notes, nor will gains derived from the disposal of the Notes be subject to CaymanIslands income or corporation tax. The Cayman Islands currently have no income, corporation orcapital gains tax and no estate duty, inheritance tax or gift tax;

No stamp duty is payable in respect of the issue or transfer of the Notes although duty may be payableif the Notes are executed in or brought into the Cayman Islands; and

Certificates evidencing the Notes, in registered form, to which title is not transferable by delivery,should not attract Cayman Islands stamp duty. However, an instrument transferring title to a Note, ifbrought to or executed in the Cayman Islands, would be subject to Cayman Islands stamp duty.

The Issuer has been incorporated as an exempted company with limited liability under the laws of theCayman Islands and, as such, has received an undertaking from the Governor in Cabinet of theCayman Islands in the following form:

“The Tax Concessions Law(2011 Revision)

Undertaking As To Tax Concessions

In accordance with the provision of Section 6 of the Tax Concessions Law (2011 Revision) theGovernor in Cabinet undertakes with:

Doha Finance Limited “the Company”

(a) that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits,income, gains or appreciations shall apply to the Company or its operations; and

(b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in thenature of estate duty or inheritance tax shall be payable

(i) on or in respect of the shares debentures or other obligations of the Company; or

(ii) by way of the withholding in whole or in part of any relevant payment as defined in Section6(3) of the Tax Concessions Law (2011 Revision).

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These concessions shall be for a period of THIRTY years from the 14th day of February, 2012.

***CLERK OF THE CABINET”

QATAR

This general description of taxation in Qatar is based upon (a) Law No. 21 of the Year 2009 (the Qatartax law), (b) Decision No. 10 of 2011 of the Ministry of Economy and Finance (the ExecutiveRegulations), (c) Circular No. 2 of 2011 and (d) the published practices that have been adopted andapplied by the Qatar Public Revenues and Taxes Department (the PRTD) of the Ministry of Economyand Finance, each as in effect on the date of this Prospectus. This general description is subject to anysubsequent change in Qatar tax law, regulations and practice that may come into force after such date.

Under the Qatar tax law, tax is imposed on income derived from a source in Qatar. Income derivedfrom a source in Qatar includes gross income arising from an activity carried on in Qatar, contractswholly or partially performed in Qatar and real estate situated in Qatar (including the sale of sharesin companies or partnerships, the assets of which consist mainly of real estate situated in Qatar). Thegross income of Qatari natural persons resident in Qatar, including their shares in the profits of legalentities, is exempt from Qatar tax as is the capital gains on the disposal of real estate and securitiesderived by natural persons provided that the real estate and securities so disposed of do not form partof the assets of a taxable activity. Natural or legal persons deemed subject to income tax in Qatar willeither pay tax at the standard rate of 10 per cent. on the net taxable income or, the tax will be withheldat source from the gross payment to be made.

A withholding tax applies to certain payments made to “non-residents” (as defined in the Qatar taxlaw) in respect of activities not connected with a permanent establishment in Qatar. Particularly, theQatar tax law specifies a withholding tax rate of 7 per cent. on payments of interest. The ExecutiveRegulations which apply to the Qatar tax law provide for certain exemptions to withholding tax oninterest payments. These exemptions are: (i) interest on deposits in banks in Qatar; (ii) interest onbonds and securities issued by the State of Qatar and public authorities, establishments, corporationsand companies owned wholly or partly by the State of Qatar; (iii) interest on transactions, facilitiesand loans with banks and financial institutions; and (iv) interest paid by a permanent establishmentin Qatar to the head office or to an entity related to the head office outside Qatar.

The PRTD has confirmed to the Bank in written guidance dated 1 December 2011 that interestpayments payable under the terms of the Notes will be exempt from withholding tax under (ii) above,on the basis that the State of Qatar, through the QIA, is a part owner of both the Bank and, by virtueof it being a wholly-owned subsidiary of the Bank, Doha Finance. The exemption under (ii) will belost if the QIA divests itself of its ownership of the Bank and while interest payments payable by theBank under the terms of Notes issued by the Bank and under the guarantee in respect of Notes issuedby Doha Finance are also exempt through its status as a “financial institution” under (iii) above, it isnot clear whether that exemption would also apply to interest payments payable by Doha Financeunder the terms of Notes issued by Doha Finance.

There is no stamp duty, capital gains tax or sales tax applicable in Qatar (however, unless specificallyexempt under the Qatar tax law, gains of a capital nature are treated as income and taxed at the samerate as income).

UNITED KINGDOM

The following is a summary of the Issuers’ understanding of current law and practice in theUnited Kingdom and published HM Revenue and Customs’ practice relating only to the UnitedKingdom withholding treatment of payments of interest (as that term is understood for UnitedKingdom tax purposes) in respect of Notes. It does not deal with any other United Kingdomtaxation implications of acquiring, holding or disposing of Notes. The United Kingdom tax

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treatment of prospective Noteholders depends on their individual circumstances and may besubject to change in the future. Prospective Noteholders who are in any doubt as to their taxposition or who may be subject to tax in a jurisdiction other than the United Kingdom shouldseek their own professional advice.

Payments of interest on the Notes that does not have a UK source may be made without withholdingon account of United Kingdom income tax.

FOREIGN ACCOUNT TAX COMPLIANCE ACT

FATCA imposes a new reporting regime and potentially a 30 per cent withholding tax with respect tocertain payments to (i) any non-U.S. financial institution (a “foreign financial institution”, or FFI (asdefined by FATCA)) that does not become a Participating FFI by entering into an agreement with theU.S. Internal Revenue Service (IRS) to provide the IRS with certain information in respect of itsaccount holders and investors or is not otherwise exempt from or in deemed compliance with FATCAand (ii) any investor (unless otherwise exempt from FATCA) that does not provide informationsufficient to determine whether the investor is a U.S. person or should otherwise be treated as holdinga “United States Account” of the Issuer (a Recalcitrant Holder). Each of the Issuers is classified asan FFI.

The new withholding regime is now in effect for payments from sources within the United States andwill apply to “foreign passthru payments” (a term not yet defined) no earlier than 1 January 2019. Thiswithholding would potentially apply to payments in respect of (i) any Notes characterised as debt (orwhich are not otherwise characterized as equity and have a fixed term) for U.S. federal tax purposesthat are issued after the grandfathering date, which (A) with respect to Notes that give rise to foreignpassthru payments, is the date that is six months after the date on which final U.S. Treasuryregulations defining the term foreign passthru payment are filed with the Federal Register and (B) withrespect to Notes that give rise to a dividend equivalent pursuant to section 871(m) of the U.S. InternalRevenue Code of 1986 (as discussed below), is 1 July 2017, or which are materially modified afterthe grandfathering date and (ii) any Notes characterised as equity or which do not have a fixed termfor U.S. federal tax purposes, whenever issued. If Notes are issued on or before the grandfatheringdate, and additional Notes of the same series are issued after that date, the additional Notes may notbe treated as grandfathered, which may have negative consequences for the existing Notes, includinga negative impact on market price.

The United States and a number of other jurisdictions have entered into intergovernmental agreementsto facilitate the implementation of FATCA (each, an IGA). Pursuant to FATCA and the “Model 1” and“Model 2” IGAs released by the United States, an FFI in an IGA signatory country could be treatedas a Reporting FI not subject to withholding under FATCA on any payments it receives. Further, anFFI in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA (orany law implementing an IGA) (any such withholding being FATCA Withholding) from payments itmakes. Under each Model IGA, a Reporting FI would still be required to report certain informationin respect of its account holders and investors to its home government or to the IRS. The United Stateshas entered into an agreement with each of the Cayman Islands and Qatar based largely on the Model1 IGA.

If the relevant Issuer is treated as a Reporting FI pursuant to an applicable IGA, such Issuer wouldnot anticipate that it will be obliged to deduct any FATCA Withholding on payments it makes. Therecan be no assurance, however, that an Issuer will be treated as a Reporting FI, or that such Issuerwould in the future not be required to deduct FATCA Withholding from payments it makes.Accordingly, the Issuers and financial institutions through which payments on the Notes are made maybe required to withhold FATCA Withholding if (i) any FFI through or to which payment on such Notesis made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliancewith FATCA or (ii) an investor is a Recalcitrant Holder.

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Whilst the Notes are held within the ICSDs, it is expected that FATCA will not affect the amount of

any payments made under, or in respect of, the Notes by the Issuers or any paying agent, given that

each of the entities in the payment chain between the Issuers and the participants in the ICSDs is a

major financial institution whose business is dependent on compliance with FATCA and that any

alternative approach introduced under an IGA will be unlikely to affect the Notes. The documentation

expressly contemplates the possibility that the Notes may go into definitive form and therefore that

they may be taken out of the ICSDs. If this were to happen, then a non-FATCA compliant holder could

be subject to FATCA Withholding. However, definitive Notes will only be printed in remote

circumstances.

FATCA is particularly complex and its application is uncertain at this time. The above description is

based in part on regulations, official guidance and the Model 1 IGA, all of which are subject to change

or may be implemented in a materially different form. Prospective investors should consult their tax

advisers on how these rules may apply to the Issuers and to payments they may receive in connection

with the Notes.

HIRING INCENTIVES TO RESTORE EMPLOYMENT ACT WITHHOLDING

The U.S. Hiring Incentives to Restore Employment Act introduced Section 871(m) of the U.S. Internal

Revenue Code of 1986 (the Code) which treats a “dividend equivalent” payment as a dividend from

sources within the United States. Under Section 871(m), such payments generally would be subject to

a 30 per cent. U.S. withholding tax that may be reduced by an applicable tax treaty, eligible for credit

against other U.S. tax liabilities or refunded, provided that the beneficial owner timely claims a credit

or refund from the IRS. A dividend equivalent payment is (i) a substitute dividend payment made

pursuant to a securities lending or a sale-repurchase transaction that (directly or indirectly) is

contingent upon, or determined by reference to, the payment of a dividend from sources within the

United States, (ii) a payment made pursuant to a “specified notional principal contract” that (directly

or indirectly) is contingent upon, or determined by reference to, the payment of a dividend from

sources within the United States, and (iii) any other payment determined by the IRS to be substantially

similar to a payment described in (i) and (ii). Recently published final U.S. Treasury regulations

issued under Section 871(m) (the Section 871(m) Regulations) will, when effective, require

withholding on certain non-U.S. holders of the Notes with respect to amounts treated as attributable

to dividends from certain U.S. securities. Under the Section 871(m) Regulations, only a Note that has

an expected economic return sufficiently similar to that of the underlying U.S. security, as determined

on the Note’s issue date based on tests set forth in the Section 871(m) Regulations, will be subject to

the Section 871(m) withholding regime (making such Note a Specified Security). The Section 871(m)

Regulations provide certain exceptions to this withholding requirement, in particular for instruments

linked to certain broad-based indices.

Withholding in respect of dividend equivalents will generally be required when cash payments are

made on a Specified Security or upon the date of maturity, lapse or other disposition by the non-U.S.

holder of the Specified Security. If the underlying U.S. security or securities are expected to pay

dividends during the term of the Specified Security, withholding generally will still be required even

if the Specified Security does not provide for payments explicitly linked to dividends. If the Issuer or

any withholding agent determines that withholding is required, neither the Issuer nor any withholding

agent will be required to pay any additional amounts with respect to amounts so withheld.

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The Section 871(m) Regulations generally apply to Specified Securities issued beginning 1 January

2017. If the terms of a Note are subject to a “significant modification” such that the Note is treated

as retired and reissued, it could lose its “grandfathered” status and might become a Specified Security

based on economic conditions in effect at that time.

Upon the issuance of a series of Notes, the Issuer will state in the Final Terms if it has determined

that they are Specified Securities, in which case a non-U.S. holder of the Notes should expect to be

subject to withholding in respect of any dividend-paying U.S. securities underlying those Notes. The

Issuer’s determination is binding on non-U.S. holders of the Notes, but it is not binding on the IRS.

The Section 871(m) Regulations require complex calculations to be made with respect to Notes linked

to U.S. securities and their application to a specific issue of Notes may be uncertain. Prospective

investors should consult their tax advisers regarding the potential application of Section 871(m) to the

Notes.

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CLEARING AND SETTLEMENT ARRANGEMENTS

The information set out below is subject to any change in or reinterpretation of the rules, regulationsand procedures of Euroclear or Clearstream, Luxembourg (together, the Clearing Systems) currentlyin effect. The information in this section concerning the Clearing Systems has been obtained fromsources that each of the Issuers and the Guarantor believe to be reliable, but none of the Issuers, theGuarantor and any of the Dealers takes any responsibility for the accuracy of this section. Investorswishing to use the facilities of any of the Clearing Systems are advised to confirm the continuedapplicability of the rules, regulations and procedures of the relevant Clearing System. None of theIssuers, the Guarantor and any other party to the Agency Agreement will have any responsibility orliability for any aspect of the records relating to, or payments made on account of, beneficialownership interests in the Notes held through the facilities of any Clearing System or for maintaining,supervising or reviewing any records relating to such beneficial ownership interests. Information inthis section has been derived from the Clearing Systems.

Book-Entry Systems

Each of Euroclear and Clearstream, Luxembourg each holds securities for its customers and facilitatesthe clearance and settlement of securities transactions by electronic book-entry transfer between theirrespective account holders. Euroclear and Clearstream, Luxembourg provide various servicesincluding safekeeping, administration, clearance and settlement of internationally traded securitiesand securities lending and borrowing. Euroclear and Clearstream, Luxembourg also deal withdomestic securities markets in several countries through established depositary and custodialrelationships. Euroclear and Clearstream, Luxembourg have established an electronic bridge betweentheir two systems across which their respective participants may settle trades with each other.

Euroclear and Clearstream, Luxembourg customers are worldwide financial institutions, includingunderwriters, securities brokers and dealers, banks, trust companies and clearing corporations.Indirect access to Euroclear and Clearstream, Luxembourg is available to other institutions that clearthrough or maintain a custodial relationship with an account holder of either system.

Transfers of Notes represented by Registered Global Notes

Transfers of any interests in Notes represented by a Registered Global Note within Euroclear andClearstream, Luxembourg will be effected in accordance with the customary rules and operatingprocedures of the relevant Clearing System. The laws in some States within the United States requirethat certain persons take physical delivery of securities in definitive form. Consequently, the abilityto transfer Notes represented by a Registered Global Note to such persons may depend upon the abilityto exchange such Notes for Notes in definitive form.

On or after the Issue Date for any Series, transfers of Notes of such Series between accountholdersin Clearstream, Luxembourg and Euroclear will generally have a settlement date three business daysafter the trade date (T+3). The customary arrangements for delivery versus payment will apply to suchtransfers.

Clearstream, Luxembourg and Euroclear have each published rules and operating procedures designedto facilitate transfers of beneficial interests in Registered Global Notes among participants andaccountholders of Clearstream, Luxembourg and Euroclear. However, they are under no obligation toperform or continue to perform such procedures, and such procedures may be discontinued or changedat any time. None of the Issuers, the Guarantor, any party to the Agency Agreement or any Dealer willbe responsible for any performance by Clearstream, Luxembourg or Euroclear or their respectivedirect or indirect participants or accountholders of their respective obligations under the rules andprocedures governing their operations and none of them will have any liability for any aspect of therecords relating to or payments made on account of beneficial interests in the Notes represented byRegistered Global Notes or for maintaining, supervising or reviewing any records relating to suchbeneficial interests.

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The Austraclear System

Each Tranche of AMTNs will be represented by a single AMTN Certificate substantially in the formset out in the Note (AMTN) Deed Poll. The Issuer shall issue and deliver, and procure theauthentication by the Australian Agent of, such number of AMTNs Certificates as are required fromtime to time to represent all of the AMTNs of each Series. An AMTN Certificate is not a negotiableinstrument nor is it a document of title in respect of any AMTNs represented by it. In the event of aconflict between any AMTN Certificate and the Register, the Register shall prevail (subject tocorrection for fraud or proven error).

On issue of any AMTNs, the Issuer will (unless otherwise specified in the applicable PricingSupplement) procure that the AMTNs are lodged with the Austraclear System. On lodgement,Austraclear will become the sole registered holder and legal owner of the AMTNs. Subject to theAustraclear System Regulations, Accountholders may acquire rights against Austraclear in relation tothose AMTNs as beneficial owners and Austraclear is required to deal with the AMTNs in accordancewith the directions and instructions of the Accountholders. Any potential investors who are notAccountholders would need to hold their interest in the relevant AMTNs through a nominee who isan Accountholder. All payments by the Issuer in respect of AMTNs entered in the Austraclear Systemwill be made directly to an account agreed with Austraclear or as it directs in accordance with theAustraclear System Regulations.

Holding of AMTNs through Euroclear and Clearstream, Luxembourg

Once lodged with the Austraclear System, interests in the AMTNs may be held through Euroclear orClearstream, Luxembourg. In these circumstances, entitlements in respect of holdings of interests inthe AMTNs in Euroclear would be held in the Austraclear System by HSBC Custody Nominees(Australia) Limited as nominee of Euroclear, while entitlements in respect of holdings of interests inthe AMTNs in Clearstream, Luxembourg would be held in the Austraclear System by a nominee of J.P.Morgan Chase Bank N.A. as custodian for Clearstream, Luxembourg.

The rights of a holder of interests in AMTNs held through Euroclear or Clearstream, Luxembourg aresubject to the respective rules and regulations of Euroclear and Clearstream, Luxembourg, thearrangements between Euroclear and Clearstream, Luxembourg and their respective nominees and theAustraclear System Regulations.

Transfers

Any transfer of AMTNs will be subject to the Corporations Act 2001 of Australia and the otherrequirements set out in the terms and conditions of the AMTNs and, where the AMTNs are entered inthe Austraclear System, the Austraclear System Regulations.

Secondary market sales of AMTNs settled in the Austraclear Australia System will be settled inaccordance with the Austraclear System Regulations.

Relationship of Accountholders with Austraclear Australia

Accountholders who acquire an interest in AMTNs lodged with the Austraclear System must looksolely to Austraclear for their rights in relation to such Notes and will have no claim directly againstthe Issuer in respect of such AMTNs although under the Austraclear System Regulations, Austraclearmay direct the Issuer to make payments direct to the relevant Accountholders.

Where Austraclear is registered as the holder of any AMTNs that is lodged with the AustraclearSystem, Austraclear may, where specified in the Austraclear System Regulations, transfer the AMTNsto the person in whose Security Record (as defined in the Austraclear System Regulations) thoseAMTNs are recorded and, as a consequence, remove those AMTNs from the Austraclear System.

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Potential investors in AMTNs should inform themselves of, and satisfy themselves with, the

Austraclear System Regulations and (where applicable) the rules of Euroclear and Clearstream,

Luxembourg and the arrangements between them and their nominees in the Austraclear System.

AMTNs lodged with the Austraclear System will be transferable only in accordance with the rules and

regulations (in force from time to time) of the Austraclear System. The transferor of an AMTN is

deemed to remain the Noteholder of such AMTN until the name of the transferee is entered in the

Register in respect of such AMTN.

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SUBSCRIPTION AND SALE

The Dealers have, in a programme agreement (the Programme Agreement), as amended and restated,dated 1 September 2016, agreed with the Issuers and the Guarantor a basis upon which they or anyof them may from time to time agree to purchase Notes. Any such agreement will extend to thosematters stated under “Form of the Notes” and “Terms and Conditions of the Notes”. In the ProgrammeAgreement, the Issuers (failing which (in the case of Guaranteed Notes), the Guarantor) have agreedto reimburse the Dealers for certain of their expenses in connection with the establishment and anyfuture update of the Programme and the issue of Notes under the Programme and to indemnify theDealers against certain liabilities incurred by them in connection therewith.

Certain Relationships

The Dealers and certain of their affiliates may have performed certain investment banking andadvisory services for the Issuer and its affiliates from time to time for which they have receivedcustomary fees and expenses and may, from time to time, engage in transactions with and performservices for the Issuer and its affiliates in the ordinary course of their business. The Dealers or certainof their affiliates may purchase the Notes and have the Notes allocated for asset management and/orproprietary purposes but not with a view to distribution. The Dealers or their respective affiliates maypurchase the Notes for their own account and enter into transactions, including credit derivatives, suchas asset swaps, repackaging and credit default swaps relating to the Notes and/or other securities ofthe Issuer or its subsidiaries or associates, at the same time as the offer and sale of the Notes or insecondary market transactions. Such transactions would be carried out as bilateral trades with selectedcounterparties and separately from any existing sale or resale of the Notes to which this Prospectusrelates (notwithstanding that such selected counterparties may also be purchaser of the Notes).

United States

The Notes and the Guarantee have not been and will not be registered under the Securities Act andmay not be offered or sold within the United States or to, or for the account or benefit of, U.S. personsexcept in certain transactions exempt from the registration requirements of the Securities Act. Termsused in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold ordelivered within the United States or its possessions or to a United States person, except in certaintransactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings givento them by the U.S. Internal Revenue Code of 1986 and regulations thereunder.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree, that it will not offer, sell or deliver Notes (a) as part of theirdistribution at any time or (b) otherwise until 40 days after the completion of the distribution, asdetermined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicatedbasis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, withinthe United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed,and each further Dealer appointed under the Programme will be required to agree, that it will send toeach dealer to which it sells any Notes during the distribution compliance period a confirmation orother notice setting forth the restrictions on offers and sales of the Notes within the United States orto, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meaningsgiven to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of suchNotes within the United States by any dealer (whether or not participating in the offering) may violatethe registration requirements of the Securities Act if such offer or sale is made otherwise than inaccordance with an available exemption from registration under the Securities Act.

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Each issuance of Exempt Notes shall be subject to such additional U.S. selling restrictions as therelevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant Dealer may agree asa term of the issuance and purchase of such Notes, which additional selling restrictions shall be setout in the applicable Pricing Supplement here, in case of Exempt Notes).

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the EEA which has implemented the Prospectus Directive (each,a Relevant Member State), each Dealer has represented and agreed, and each further Dealerappointed under the Programme will be required to represent and agree, that with effect from andincluding the date on which the Prospectus Directive is implemented in that Relevant Member State(the Relevant Implementation Date) it has not made and will not make an offer of Notes which arethe subject of the offering contemplated by this Prospectus as completed by the Final Terms in relationthereto to the public in that Relevant Member State except that it may, with effect from and includingthe Relevant Implementation Date, make an offer of such Notes to the public in that Relevant MemberState:

(a) at any time to any legal entity which is a qualified investor as defined in the ProspectusDirective;

(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as definedin the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer orDealers nominated by the relevant Issuer for any such offer; or

(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to in (a) to (c) above shall require the relevant Issueror any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplementa prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of Notes to the public in relation to anyNotes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the Notes to be offered so as to enable an investorto decide to purchase or subscribe the Notes, as the same may be varied in that Member State by anymeasure implementing the Prospectus Directive in that Member State, the expression ProspectusDirective means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), andincludes any relevant implementing measure in the Relevant Member State.

United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree, that:

(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whoseordinary activities involve it in acquiring, holding, managing or disposing of investments (asprincipal or agent) for the purposes of its business and (ii) it has not offered or sold and will notoffer or sell any Notes other than to persons whose ordinary activities involve them in acquiring,holding, managing or disposing of investments (as principal or as agent) for the purposes of theirbusinesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments(as principal or agent) for the purposes of their businesses where the issue of the Notes wouldotherwise constitute a contravention of Section 19 of the FSMA by the relevant Issuer;

(b) it has only communicated or caused to be communicated and will only communicate or cause tobe communicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FSMA) received by it in connection with the issue or sale of anyNotes in circumstances in which Section 21(1) of the FSMA does not apply to the relevant Issueror (in the case of Guaranteed Notes) the Guarantor; and

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(c) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

The Cayman Islands

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree, that it has not made and will not, either directly or indirectly, makeany offer or invitation to the public in the Cayman Islands to subscribe for any Notes.

State of Qatar (excluding the Qatar Financial Centre)

All applications for an investment in the Notes should be received, and any allotments made from,outside Qatar. The Notes have not been offered, sold or delivered, and will not be offered, sold ordelivered at any time, directly or indirectly, in Qatar in a manner that would constitute a publicoffering. Therefore, this Prospectus is strictly private and confidential and is being issued to a limitednumber of institutional and high net worth sophisticated investors in Qatar and may not be reproducedor used for any other purpose nor provided to any other person other than the recipient thereof. Byreceiving this Prospectus, the person or entity to whom it has been provided to understands,acknowledges and agrees that: (i) neither this Prospectus nor the Notes have been registered,considered, authorised or approved by the Qatar Central Bank, the Qatar Financial Markets Authority,the Qatar Financial Centre Regulatory Authority or any other authority or agency in the State of Qatar;(ii) no person has been authorised or licensed by the Qatar Central Bank, the Qatar Financial MarketsAuthority, the Qatar Financial Centre Regulatory Authority or any other regulatory authority or agencyin the State of Qatar to market or sell the Notes within the State of Qatar; (iii) this Prospectus maynot be provided to any person other than the original recipient and is not for general circulation in theState of Qatar; and (iv) no agreement relating to the sale of the Notes shall be consummated withinthe State of Qatar.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Actof Japan (Act No.25 of 1948, as amended; the FIEA) and each Dealer has represented and agreed, andeach further Dealer appointed under the Programme will be required to represent and agree, that it willnot offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident ofJapan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act(Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, inJapan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from theregistration requirements of, and otherwise in compliance with, the FIEA and any other applicablelaws, regulations and ministerial guidelines of Japan.

Dubai International Financial Centre

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree, that it has not offered and will not offer the Notes to be issuedunder the Programme to any person in the DIFC unless such offer is:

(a) an “Exempt Offer” in accordance with the Markets Rules (MKT) Module of the DFSA rulebook;and

(b) made only to persons who meet the “Professional Client” criteria set out in Rule 2.3.2 of theDFSA Conduct of Business Module of the DFSA.

United Arab Emirates (excluding the Dubai International Financial Centre)

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under theProgramme will be required to represent, warrant and agree, that the Notes have not been and will not

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be offered, sold or publicly promoted or advertised by it in the United Arab Emirates other than in

compliance with any laws applicable in the United Arab Emirates governing the issue, offering and

sale of securities.

Kingdom of Bahrain

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will

be required to represent and agree, that it will not make any invitation to the public in the Kingdom

of Bahrain to subscribe for the Notes and that the Prospectus will not be issued, passed to, or made

available to the public generally.

Kingdom of Saudi Arabia

Any investor in the Kingdom of Saudi Arabia who acquires Notes pursuant to an offering should note

that any offer of Notes is a private placement under Article 10 of the “Offer of Securities Regulations”

as issued by the Board of the Capital Market Authority (CMA) resolution number 2-11-2004 dated 4

October 2004 and amended by the Board of the Capital Market Authority resolution number 1-28-2008

dated 18 August 2008 (the KSA Regulations). Each Dealer has represented, warranted and agreed, and

each further Dealer appointed under the Programme will be required to represent, warrant and agree,

that the Notes to be issued under the Programme have not and will not be offered or sold in the

Kingdom of Saudi Arabia other than in compliance with the KSA Regulations. Each Dealer further

acknowledges that the offer of the Notes is subject to the following restrictions on secondary market

activity of offers of privately placed securities:

(a) person (referred to as a transferor) who has acquired securities pursuant to a private placement

may not offer or sell such securities to any person (referred to as a transferee) unless the offer

or sale is made through a person authorised by the CMA (an Authorised Person) and where one

of the following requirements is met:

i the price to be paid for the securities in any one transaction is equal to or exceeds SAR one

million or an equivalent amount;

ii the securities are offered or sold to a sophisticated investor; or

iii the securities are being offered or sold in such other circumstances as the CMA may

prescribe for these purposes;

(b) if the requirement in paragraph (a)(i) cannot be fulfilled because the price of the securities being

offered or sold to the transferee has declined since the date of the original private placement, the

transferor may offer or sell securities to the transferee if their purchase price during the period

of the original private placement was equal to or exceeded SAR one million or an equivalent

amount;

(c) if the requirement in paragraph (b) cannot be fulfilled, a transferor may offer or sell the securities

if he sells his entire holding of such securities to one transferee;

(d) the provisions of paragraphs (a), (b) and (c) apply to all subsequent transferees of such

securities; and

(e) the above restrictions cease to apply upon approval of listing on the Saudi Stock Exchange of

securities of the same class as the securities that are subject to such restrictions

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Hong Kong

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree, that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,any Notes other than (i) to persons whose ordinary business is to buy or sell shares or debentures(whether as principal or agent); or (ii) to “professional investors” as defined in the Securities andFutures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (iii)in other circumstances which do not result in the document being a “prospectus” as defined inthe Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kongor which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have inits possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,invitation or document relating to the Notes, which is directed at, or the contents of which arelikely to be accessed or read by, the public of Hong Kong (except if permitted to do so under thesecurities laws of Hong Kong) other than with respect to Notes which are or are intended to bedisposed of only to persons outside Hong Kong or only to “professional investors” as defined inthe Securities and Futures Ordinance and any rules made under that Ordinance.

Singapore

This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore, andthe Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289of Singapore (the Securities and Futures Act). Accordingly, the Notes may not be offered or sold ormade the subject of an invitation for subscription or purchase nor may this Prospectus or any otherdocument or material in connection with the offer or sale or invitation for subscription or purchase ofany Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore otherthan (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) toa relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant toSection 275(1A) of the Securities and Futures Act and in accordance with the conditions specified inSection 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance withthe conditions of, any other applicable provision of the Securities and Futures Act.

Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act bya relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities andFutures Act)) the sole business of which is to hold investments and the entire share capital ofwhich is owned by one or more individuals, each of whom is an accredited investor;

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investmentsand each beneficiary is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or thebeneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6months after that corporation or that trust has acquired the Notes pursuant to an offer under Section275 of the Securities and Futures Act except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities andFutures Act or to any person arising from an offer referred to in Section 275(1 A) or Section276(4)(i)(B) of the Securities and Futures Act;

(ii) where no consideration is or will be given for the transfer;

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(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act or Regulation 32 of the Securitiesand Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Australia

Each Dealer has acknowledged that this Prospectus is not a “Product Disclosure Statement” (asdefined in Chapter 7 of the Corporations Act 2001 (Cth) of Australia (Corporations Act)). No“prospectus” or other “disclosure document” (each as defined in the Corporations Act) in relation tothe Programme or the Notes has been or will be lodged with the Australian Securities and InvestmentsCommission (ASIC) or ASX Limited ABN 98 008 624 691.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme willbe required to represent and agree, that it:

(a) has not made or invited, and will not make or invite, (directly or indirectly) offers from anyperson to purchase the Notes, or applications from any person for the issue of Notes, where therelevant invitation is received in Australia (regardless of where any resulting issue, sale ortransfer occurs); and

(b) has not offered, and will not offer, (directly or indirectly) Notes for issue or sale to any personwhere the relevant offer is received in Australia (regardless of where any resulting issue, sale ortransfer occurs),

unless:

(i) the aggregate consideration payable for such Notes on acceptance of the offer or invitationby the person to whom the relevant offer or invitation is made, is at least A$500,000 or itsequivalent in any other currency (calculated in accordance with both section 708(9) of theCorporations Act and regulation 7.1.18 of the Corporations Regulations 2001 (Cth)) or theoffer or invitation otherwise does not require disclosure in accordance with Parts 6D.2 or7.9 of the Corporations Act;

(ii) the offer or invitation is not made to a person who is a “retail client” within the meaningof section 761G of the Corporations Act;

(iii) the offer or invitation complies with all other applicable Australian laws, regulations anddirectives; and

(iv) such action does not require any document to be lodged with ASIC, the ASX Limited ABN98 008 624 691 or any successor entity thereto.

For the purposes of this selling restriction, the Notes include interests or right in the Notes held inEuroclear, Clearstream, Luxembourg or Austraclear.

Each Dealer has also represented and agreed, and each further Dealer appointed under the Programmewill also be required to represent and agree, that it has not distributed or published and will notdistribute or publish the Prospecutus or any other offering material or advertisement relating to theNotes in Australia unless the relevant distribution or publication, as applicable, complies with allapplicable Australian laws, regulations and directives.

The Issuers do not hold an Australian financial services licence and they are not licensed to providefinancial product advice in relation to the Notes. Noteholders do not have “cooling off” rights underAustralian law.

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General

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to

agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws

and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or

possesses or distributes this Prospectus and will obtain any consent, approval or permission required

by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force

in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries

and neither the Issuers, the Guarantor nor any of the other Dealers shall have any responsibility

therefor.

None of the Issuers, the Guarantor and the Dealers represents that Notes may at any time lawfully be

sold in compliance with any applicable registration or other requirements in any jurisdiction, or

pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such

sale.

With regard to each Tranche, the relevant Dealer will be required to comply with such other

restrictions as the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant

Dealer shall agree and as shall be set out in the applicable Final Terms.

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GENERAL INFORMATION

Authorisation

The establishment of the Programme and the issue of Notes have been duly authorised by resolutionsof the Board of Directors of Doha Finance dated 29 February 2012. The establishment of theProgramme and the issue of Notes have been duly authorised by resolutions of the Board of Directorsof the Bank dated 19 April 2010, 20 November 2011 and 18 January 2012 and the giving of theGuarantee in respect of Guaranteed Notes has been duly authorised by resolutions of the Board ofDirectors of the Bank dated 19 April 2010 and 20 November 2011.

Listing of Notes

It is expected that each Tranche of Notes which is to be admitted to the Official List and to tradingon the London Stock Exchange’s regulated market will be admitted separately as and when issued,subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche.Application has been made to the UK Listing Authority for Notes issued under the Programme to beadmitted to the Official List and to the London Stock Exchange for such Notes to be admitted totrading on the London Stock Exchange’s regulated market. The listing of the Programme in respect ofNotes is expected to be granted on or before 1 September 2016.

Documents Available

For the period of 12 months following the date of this Prospectus, copies of the following documentswill, when published, be available for inspection from the registered office of the Issuer and from thespecified office of the Paying Agent for the time being in London:

(a) the Certificate of Incorporation, Memorandum of Association and Articles of Association ofDoha Finance and the Commercial Registration Certificate, Memorandum of Association andArticles of Association (with an English translation thereof) of the Bank;

(b) the audited consolidated financial statements of the Bank in respect of the financial years ended31 December 2013, 2014 and 2015 (with an English translation thereof), together with the auditreports prepared in connection therewith. The Bank currently prepares audited consolidatedaccounts on an annual basis;

(c) the unaudited interim condensed consolidated financial statements of the Bank in respect of thesix month period ended 30 June 2016 (with an English translation thereof) together with thereview report prepared in connection therewith. The Bank currently prepares unaudited interim,condensed consolidated financial statements on a quarterly basis;

(d) the Programme Agreement, the Agency Agreement, the Guarantee, the Deed of Covenant and theforms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and theTalons;

(e) a copy of this Prospectus; and

(f) any future prospectuses, offering circulars, information memoranda and supplements includingFinal Terms and Pricing Supplements (in the case of Exempt Notes) (save that Final Termsrelating to a Note which is neither admitted to trading on a regulated market in the EEA noroffered in the EEA in circumstances where a prospectus is required to be published under theProspectus Directive will only be available for inspection by a holder of such Note and suchholder must produce evidence satisfactory to the relevant Issuer and the Paying Agent as to itsholding of Notes and identity) to this Prospectus and any other documents incorporated hereinor therein by reference.

190

An English translation of any of the documents referred to above will be a direct and accurate

translation from the original but, in the event of any discrepancy, the original language version will

prevail. Notwithstanding the foregoing, this Prospectus and any supplements hereto will be in English,

and if translated from another language, the English version will prevail.

In addition, this Prospectus, any documents incorporated by reference and each Final Terms relating

to Notes which are to be admitted to the Official List and to trading on the London Stock Exchange’s

regulated market will also be available on the website of the London Stock Exchange.

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which

are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each

Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the

applicable Final Terms (or the Pricing Supplement, in the case of Exempt Notes). If the Notes are to

clear through an additional or alternative clearing system the appropriate information will be specified

in the applicable Final Terms or the Pricing Supplement.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels

and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855

Luxembourg.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the relevant

Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change

There has been no significant change in the financial or trading position of Doha Finance and there

has been no material adverse change in the prospects of Doha Finance since 30 June 2016.

There has been no significant change in the financial or trading position of the Bank or the Group and

no material adverse change in the prospects of the Bank or the Group since 30 June 2016.

Litigation

Neither Doha Finance nor the Bank nor any other member of the Group is or has been involved in any

governmental, legal or arbitration proceedings (including any such proceedings which are pending or

threatened of which either Doha Finance or the Bank is aware) in the 12 months preceding the date

of this document which may have or have in such period had a significant effect on the financial

position or profitability of Doha Finance, the Bank or the Group.

Auditors

Doha Finance was incorporated on 19 January 2012. As at the date of this Prospectus, Doha Finance

has not prepared any financial statements.

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The auditors of the Bank are Ernst & Young - (Qatar Branch) (“Ernst and Young” or “EY”),

independent auditors, who have audited the Bank’s accounts, as at and for each of the financial years

ended 31 December 2013, 31 December 2014 and 31 December 2015, without qualification, in

accordance with International Standards on Auditing, as stated in the reports included herein.

Dealers transacting with the Issuers and the Guarantor

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment

banking and/or commercial banking transactions with, and may perform services to the Issuers, the

Guarantor and their affiliates in the ordinary course of business.

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REGISTERED OFFICES OF THE ISSUERS

Doha Finance Limitedc/o Maples Corporate Services Limited

P.O. Box 309, Ugland HouseGrand Cayman

KY1-1104Cayman Islands

Doha Bank Q.S.C.Corniche Street

West BayP.O. Box 3818

DohaState of Qatar

REGISTERED OFFICE OF THE GUARANTOR

Doha Bank Q.S.C.Corniche Street

West BayP.O. Box 3818

DohaState of Qatar

ISSUING AND PRINCIPAL PAYING AGENT

Citibank, N.A., London BranchCitigroup CentreCanada SquareCanary Wharf

London E14 5LBUnited Kingdom

REGISTRAR

Citigroup Global Markets Deutschland AGReuterweg 16

60323 FrankfurtGermany

ARRANGERS AND DEALERS

Australia and New Zealand Banking Group Limited22/F, Three Exchange Square

8 Connaught PlaceCentral

Hong Kong

ING Bank N.V.Foppingadreef 7

1102 BD AmsterdamThe Netherlands

J.P. Morgan Securities plc25 Bank StreetCanary Wharf

London E14 5JPUnited Kingdom

AUDITORS

Ernst and Young (Qatar Branch)P.O. Box 164

Burj Al Gassar, 24th floorMajlis Al Taawon Street, Onaiza

West BayDoha, State of Qatar

LEGAL ADVISERS

To Doha Finance as toCayman Islands law

Maples and Calder (Dubai) LLPThe Exchange Building, Level 5

Dubai International Financial CentreP.O. Box 119980

DubaiUnited Arab Emirates

To the Dealers as to English lawAllen & Overy

9F. Three Exchange SquareCentral

Hong Kong SAR

To the Dealers as to Australian lawAllen & Overy

85 Castlereagh StreetSydney NSW 2000

Australia

To the Dealers as to Qatari lawAllen & Overy LLP

23rd Floor, Tornado TowerAl Funduq Street

West BayP.O. Box 24205

DohaState of Qatar