IFC SUKUK COMPANY (incorporated as an exempted company in the Cayman Islands with limited liability)

U.S.$100,000,000 TRUST CERTIFICATES DUE 2020

The U.S.$100,000,000 trust certificates due 2020 (the "Certificates") issued by IFC Sukuk Company (in its capacity as issuer and in its capacity as trustee for and

on behalf of the holders of the Certificates (the "Certificateholders"), the "Trustee") will be constituted by a declaration of trust (the "Declaration of Trust")

dated 15 September 2015 (the "Issue Date") entered into between the Trustee, International Finance Corporation ("IFC") and Citicorp Trustee Company Limited

(in its capacity as delegate of the Trustee pursuant to clause 6 of the Declaration of Trust, the "Delegate"). Pursuant to the Declaration of Trust, the Trustee will

declare that it will hold the Trust Assets (as defined herein) upon trust absolutely for the Certificateholders pro rata according to the face amount of Certificates

held by each Certificateholder in accordance with the Declaration of Trust and the terms and conditions of the Certificates (the "Conditions").

On 15 March and 15 September in each year commencing on 15 March 2016 (each, a "Periodic Distribution Date"), the Trustee will pay Periodic Distribution

Amounts (as defined in the Conditions) to Certificateholders calculated as the aggregate of Periodic Principal Amounts (as defined herein) and Periodic Profit

Amounts (as defined herein).

The Trustee will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include payments by IFC in its

capacity as service agent under the Service Agency Agreement and as obligor under the Purchase Undertaking (each as defined herein). Unless previously

redeemed in the circumstances described in Condition 9 (Capital Distributions) and Condition 12 (Dissolution Events), the Certificates will be redeemed on 15

September 2020 (the "Scheduled Dissolution Date") at the Dissolution Distribution Amount (as defined herein). The Trustee will pay the Dissolution Distribution

Amount solely from the proceeds received in respect of the Trust Assets, which include payments by IFC under the Service Agency Agreement and the Purchase

Undertaking (each as defined herein). All payments in respect of the Certificates will be made in accordance with, and subject to the provisions of, the Conditions.

The Certificates will be limited recourse obligations of the Trustee. An investment in the Certificates involves certain risks. For a discussion of these

risks, see "Risk Factors".

This Prospectus does not comprise either a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (which includes the amendments made

by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive") or a prospectus for

the purposes of Part VI of the Financial Services and Markets Act 2000 (the "FSMA"), nor listing particulars given in compliance with the listing rules made

under Part VI of the FSMA by the United Kingdom Financial Conduct Authority as the competent authority under the FSMA (the "FCA").

Applications have been made to the Dubai Financial Services Authority (the "DFSA") for the Certificates to be admitted to the official list of securities maintained

by the DFSA and to NASDAQ Dubai Limited ("NASDAQ Dubai") for such Certificates to be admitted to trading on NASDAQ Dubai. Each of the Trustee and

IFC is an "Exempt Offeror" for the purposes of Article 13(1) of the DIFC Markets Law 2012 (the "Markets Law 2012"). Accordingly, the Trustee and IFC are

exempt from the requirement to produce a prospectus under Article 14 of the Markets Law 2012 and this Prospectus has not been approved by the DFSA for the

purposes of the Markets Law 2012.

IFC currently intends to apply to the FCA for the Certificates to be admitted to listing on the official list of the FCA (the "Official List") and to the London Stock

Exchange plc (the "London Stock Exchange") for the Certificates to be admitted to trading on the Regulated Market of the London Stock Exchange. The

Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. However,

prospective investors should note that there can be no assurance that such admission to listing and trading will occur.

References in this Base Prospectus to Certificates being "listed" (and all related references) shall mean that such Certificates have been admitted to the official list

of securities maintained by the DFSA.

The Certificates may only be offered, sold or transferred in registered form in minimum face amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in

excess thereof.

The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities

regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States (as defined in

Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of

the Securities Act and applicable state or local securities laws. Accordingly, the Certificates are being offered or sold solely to persons outside the United States in

reliance on Regulation S. Each purchaser of the Certificates is hereby notified that the offer and sale of Certificates to it is being made in reliance on the exemption

from the registration requirements of the Securities Act provided by Regulation S.

The Certificates will be represented by interests in a global certificate in registered form (the "Global Certificate") deposited on or about the Issue Date with, and

registered in the name of a nominee for, a common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream

Banking, société anonyme ("Clearstream, Luxembourg"). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through,

records maintained by Euroclear and Clearstream, Luxembourg. Definitive Certificates evidencing holdings of interests in the Certificates will be issued in

exchange for interests in the Global Certificate only in certain limited circumstances described herein.

The transaction structure relating to the Certificates (as described in this Prospectus) has been approved by the Fatwa and Shari'a Supervision Board of Dubai

Islamic Bank and Dar Al Sharia Legal and Financial Consultancy, the Executive Shariah Committee of HSBC Saudi Arabia Limited and the Shariah Supervisory

Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on such approvals in deciding whether to make an investment in the

Certificates and should consult their own Shari'a advisers as to whether the proposed transaction described in such approvals referred to above is in compliance

with Shari'a principles.

Joint Lead Managers

Dubai Islamic Bank P.J.S.C. HSBC National Bank of Abu Dhabi Standard Chartered Bank

The date of this Prospectus is 14 September 2015

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Each of the Trustee and IFC accepts responsibility for the information contained in this Prospectus. To

the best of the knowledge of each of the Trustee and IFC (each having taken all reasonable care to ensure

that such is the case) the information contained in this Prospectus is in accordance with the facts and does

not omit anything likely to affect the import of such information.

No person is or has been authorised to give any information or to make any representation not contained

in or not consistent with this Prospectus or any other document entered into in connection with the

offering of the Certificates and, if given or made, such information or representation must not be relied

upon as having been authorised by the Trustee, IFC, the Joint Lead Managers (as defined under

"Subscription and Sale"), the Delegate, the Agents (as defined herein) or any other person. Neither the

delivery of this document nor any sale of any Certificates shall, under any circumstances, constitute a

representation or create any implication that the information contained herein is correct as of any time

subsequent to the date hereof or that any other information supplied in connection with the offering of the

Certificates is correct as of any time subsequent to the date hereof or the date upon which this Prospectus

has been most recently amended or supplemented or that there has been no adverse change, or any event

reasonably likely to involve any adverse change, in the prospects or the financial or trading position of the

Trustee or IFC since the date hereof or, if later, the date upon which this Prospectus has been most

recently amended or supplemented or that any other information supplied in connection with the

Certificates is correct at any time subsequent to the date on which it is supplied or, if different, the date

indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to

review the financial condition or affairs of the Trustee or IFC during the life of the Certificates or to

advise any investor in the Certificates of any information coming to their attention or that there has been

no change in the affairs of any party mentioned herein since that date.

None of the Joint Lead Managers, the Delegate or the Agents has independently verified the information

contained herein. To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility

whatsoever for the contents of this Prospectus, or for any other statement made or purported to be made

by a Joint Lead Manager or on its behalf in connection with the Trustee, IFC or the issue and offering of

the Certificates. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in

tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this

Prospectus or any such statement. Accordingly, no representation, warranty or undertaking, express or

implied, is made and no responsibility or liability is accepted by any of them as to the accuracy,

adequacy, reasonableness or completeness of the information contained in this Prospectus or any other

information provided by the Trustee or IFC in connection with the issuance of the Certificates.

Neither this Prospectus nor any other information supplied in connection with the Certificates: (a) is

intended to provide the basis of any credit or other evaluation; or (b) should be considered as a

recommendation by the Trustee, IFC, the Joint Lead Managers, the Delegate or the Agents that any

recipient of this Prospectus or any other information should purchase any of the Certificates. Each

investor contemplating purchasing any Certificates should make its own independent investigation of the

financial condition and affairs, and its own appraisal of the creditworthiness, of the Trustee and IFC.

None of the Joint Lead Managers undertakes to review the financial condition or affairs of the Trustee or

IFC during the life of the arrangements contemplated by this Prospectus, nor to advise any investor or

potential investor in the Certificates of any information coming to the attention of any of the Joint Lead

Managers.

No comment is made or advice given by the Trustee, IFC, the Joint Lead Managers, the Delegate or the

Agents in respect of taxation matters relating to the Certificates or the legality of the purchase of the

Certificates by an investor under any applicable law.

EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER,

LEGAL ADVISER AND BUSINESS ADVISER AS TO TAX, LEGAL, BUSINESS AND

RELATED MATTERS CONCERNING THE PURCHASE OF THE CERTIFICATES.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Certificates in

any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.

The distribution of this Prospectus and the offer and sale of the Certificates may be restricted by law in

certain jurisdictions. None of the Trustee, IFC, the Joint Lead Managers, the Delegate or the Agents

represents that this Prospectus may be lawfully distributed, or that any Certificates may be lawfully

offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or

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pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such

distribution or offering. In particular, no action has been taken by the Trustee, IFC, the Joint Lead

Managers, the Delegate or the Agents which is intended to permit a public offering of any Certificates or

distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly,

no Certificates may be offered or sold, directly or indirectly, and neither this Prospectus nor any

advertisement or other offering material may be distributed or published in any jurisdiction, except under

circumstances that will result in compliance with any applicable laws and regulations. Persons into whose

possession this Prospectus or any Certificates may come must inform themselves about, and observe, any

such restrictions on the distribution of this Prospectus and the offering and sale of the Certificates. In

particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Certificates

in the Cayman Islands, the Dubai International Financial Centre, Hong Kong, the Kingdom of Bahrain,

the Kingdom of Saudi Arabia, Malaysia, the Qatar Financial Centre, Singapore, the State of Kuwait, the

State of Qatar (excluding the Qatar Financial Centre), Switzerland, the United Arab Emirates (excluding

the Dubai International Financial Centre), the United Kingdom and the United States of America, see

"Subscription and Sale".

The Certificates may not be a suitable investment for all investors. Each potential investor in Certificates

must determine the suitability of that investment in light of its own circumstances. In particular, each

potential investor should consider, either on its own or with the help of its financial and other professional

advisers, whether it:

(a) has sufficient knowledge and experience to make a meaningful evaluation of the Certificates, the

merits and risks of investing in the Certificates and the information contained in this Prospectus;

(b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its

particular financial situation, an investment in the Certificates and the impact the Certificates will

have on its overall investment portfolio;

(c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the

Certificates, including where the currency for payments of principal or profit is different from the

potential investor's currency;

(d) understands thoroughly the terms of the Certificates and is familiar with the behaviour of any

relevant indices and financial markets; and

(e) is able to evaluate possible scenarios for economic, profit rate and other factors that may affect its

investment and its ability to bear the applicable risks.

The Certificates are complex financial instruments. Sophisticated institutional investors generally do not

purchase complex financial instruments as standalone investments. They purchase complex financial

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 in the Certificates unless it has the

expertise (either alone or with the help of a financial adviser) to evaluate how the Certificates will

perform under changing conditions, the resulting effects on the value of the Certificates and the impact

this investment will have on the potential investor's overall investment portfolio.

Legal investment considerations may restrict certain investments. The investment activities of certain

investors are subject to legal investment laws and regulations or review or regulation by certain

authorities. Each potential investor should consult its legal advisers to determine whether and to what

extent: (a) the Certificates are legal investments for it; (b) the Certificates can be used as collateral for

various types of borrowing; and (c) other restrictions apply to its purchase or pledge of any Certificates.

Financial institutions should consult their legal advisers or the appropriate regulators to determine the

appropriate treatment of Certificates under any applicable risk based capital or similar rules.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains "forward-looking statements", i.e., statements related to future, not past, events.

In this context, forward-looking statements include statements concerning IFC's expected future business

and financial performance and the assumptions underlying those forward-looking statements, and often

contain words such as "expect, "estimate", "aim", "anticipate", "intend", "plan", "believe", "seek", "may",

"should" or "will". Forward-looking statements by their nature address matters that are, to different

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degrees, uncertain. These forward-looking statements are contained in the sections entitled "Risk

Factors", "Description of International Finance Corporation" and other sections of this Prospectus. IFC

has based these forward-looking statements on its current view with respect to future events and financial

performance. Although IFC believes that the expectations, estimates and projections reflected in its

forward-looking statements are reasonable as of the date of this Prospectus, if one or more of the risks or

uncertainties materialise, including those identified below or which IFC has otherwise identified in this

Prospectus, or if any of IFC's underlying assumptions prove to be incomplete or inaccurate, events

relating to IFC and IFC and its subsidiaries (the "Group") and IFC's and the Group's actual results may

be materially different from those expected, estimated or predicted.

The forward-looking statements in this Prospectus speak only as at the date of this Prospectus. Without

prejudice to any requirements under applicable laws and regulations, IFC expressly disclaims any

obligation or undertaking to disseminate after the date of this Prospectus any updates or revisions to any

forward-looking statements contained herein to reflect any change in expectations thereof or any change

in events, conditions or circumstances on which any forward-looking statement is based. Given the

uncertainties of forward-looking statements, the Trustee and IFC cannot assure potential investors that

projected results or events will be achieved and the Trustee and IFC caution potential investors not to

place undue reliance on these statements.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Availability of Information

IFC prepares:

(a) unaudited consolidated quarterly financial statements and audited consolidated annual financial

statements;

(b) an annual information statement which describes IFC, including its capital, operations and

administration, the Articles of Agreement of IFC (the "Articles of Agreement"), IFC's legal status

and its principal financial policies and contains IFC's most recent audited consolidated annual

financial statements; and

(c) an annual report, which contains IFC's most recent audited consolidated annual financial

statements,

(the documents referred to in (a) to (c) (inclusive), collectively the "IFC Information").

IFC is subject to certain information requirements of Regulation IFC, promulgated by the Securities and

Exchange Commission (the "Commission") under the United States International Finance Corporation

Act of 1955, as amended, and in accordance therewith files the IFC Information with the Commission.

For so long as the Certificates are outstanding, the IFC Information will also be filed with any stock

exchange on which the Certificates are listed and which requires such a filing. The IFC Information may

be inspected and copies may be obtained (without charge other than for the IFC Information obtained

from the Commission, which must be paid for at prescribed rates) at the following addresses:

Securities and Exchange Commission International Finance Corporation

100F Street, N.E. 2121 Pennsylvania Avenue, N.W.

Washington, DC 20549. Washington, DC 20433

U.S.A. U.S.A.

Citibank N.A., London Branch

Citigroup Centre

Canary Wharf

London, E14 5LB

United Kingdom

Presentation of Financial Information

Unless otherwise indicated, the IFC Information, the audited consolidated annual financial statements and

the unaudited consolidated quarterly financial statements of IFC are prepared in accordance with United

States Generally Accepted Accounting Principles ("US GAAP").

The first financial year of the Trustee will end on 31 December 2015.

Certain Publicly Available Information

Certain statistical data and other information appearing in this Prospectus have been extracted from public

sources. Neither the Trustee nor IFC accepts responsibility for the factual correctness of any such

statistics or information but each of the Trustee and IFC confirms that third party information contained

in this Prospectus has been accurately reproduced and that, so far as it is aware, and is able to ascertain

from information published by the relevant sources referred to, no facts have been omitted which would

render the reproduced information inaccurate or misleading.

- v -

INCORPORATION BY REFERENCE

The following documents (collectively the "Incorporated Information") shall be deemed to be

incorporated by reference in, and to form part of, this Prospectus:

(a) IFC's audited consolidated annual financial statements for the fiscal years ended 30 June 2015,

2014 and 2013 (the "Audited Accounts");

(b) IFC's annual information statement dated 9 October 2014; and

(c) IFC's annual report for 2014 (the "Annual Report").

Unless the context requires otherwise, any reference herein to "this Prospectus" shall mean this

document and any documents incorporated by reference in, and forming part of, this document. Any parts

of the documents referred to in (a) to (c) (inclusive) above which are not expressly incorporated by

reference in this Prospectus as provided above are not relevant to an investor. Any documents themselves

incorporated by reference in the documents incorporated by reference in this Prospectus shall not form

part of this Prospectus.

Any statement contained in any Incorporated Information shall be deemed to be modified or superseded

for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes

such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or

superseded shall not be deemed, except as so modified or superseded, to constitute a part of this

Prospectus.

Copies of this Prospectus may be obtained from the registered office of the Trustee and from the specified

office of the Principal Paying Agent for the time being in London. In addition, copies of such documents

will be available on the website of NASDAQ Dubai. Copies of Incorporated Information may be obtained

from the office of IFC set out at the end of this Prospectus and the website of IFC (www.ifc.org).

CAYMAN ISLANDS NOTICE

No invitation may be made, directly or indirectly, to any member of the public of the Cayman Islands to

subscribe for the Certificates.

NOTICE TO RESIDENTS OF THE KINGDOM OF BAHRAIN

In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Prospectus

and related offering documents may only be offered in registered form to existing account holders and

accredited investors as defined by the Central Bank of Bahrain (the "CBB") in the Kingdom of Bahrain

where such investors make a minimum investment of at least U.S.$100,000 or the equivalent amount in

any other currency or such other amount as the CBB may determine.

This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of

the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Prospectus and

related offering documents have not been and will not be registered as a prospectus with the CBB.

Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or

purchase, nor will this Prospectus or any other related document or material be used in connection with

any offer, sale or invitation to subscribe for or purchase securities, whether directly or indirectly, to

persons in the Kingdom of Bahrain, other than to accredited investors for an offer outside the Kingdom of

Bahrain.

The CBB has not reviewed, approved or registered this Prospectus or related offering documents and it

has not in any way considered the merits of the securities to be offered for investment, whether inside or

outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and

completeness of the statements and information contained in this Prospectus and expressly disclaims any

liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the

content of this Prospectus. No offer of securities will be made to the public in the Kingdom of Bahrain

and this Prospectus must be read by the addressee only and must not be issued, passed to, or made

available to the public generally.

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NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA

This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are

permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the

Kingdom of Saudi Arabia (the "Capital Market Authority"). The Capital Market Authority does not

make any representations as to the accuracy or completeness of this Prospectus and expressly disclaims

any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this

Prospectus. Prospective purchasers of the Certificates should conduct their own due diligence on the

accuracy of the information relating to the Certificates. If a prospective purchaser does not understand the

contents of this Prospectus he or she should consult an authorised financial adviser.

NOTICE TO RESIDENTS OF MALAYSIA

The Certificates may not be offered for subscription or purchase and no invitation to subscribe for or

purchase the Certificates in Malaysia may be made, directly or indirectly, and this Prospectus or any

document or other materials in connection therewith may not be distributed in Malaysia other than to

persons falling within the categories set out in Schedule 6 or Section 229(1)(b), Schedule 7 or Section

230(1)(b) and Schedule 8 or Section 257(3) of the Capital Market and Services Act 2007 of Malaysia.

The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of the

Trustee or IFC and assumes no responsibility for the correctness of any statements made or opinions or

reports expressed in this Prospectus.

NOTICE TO RESIDENTS OF THE STATE OF KUWAIT

Unless all necessary approvals from the Kuwait Capital Markets Authority pursuant to Law No. 7 of

2010, its Executive Regulations (as amended) and the various resolutions, instructions and

announcements issued pursuant thereto, or in connection therewith, have been given in relation to the

marketing of, and sale of, the Certificates, the Certificates may not be offered for sale, nor sold, in the

State of Kuwait. No such approvals have been received or applied for in respect of the Certificates.

Neither this Prospectus nor any of the information contained herein is intended to lead to the conclusion

of any contract of whatsoever nature within the State of Kuwait.

NOTICE TO RESIDENTS OF THE STATE OF QATAR

This Prospectus does not and is not intended to constitute an offer, sale or delivery of the Certificates

under the laws of the State of Qatar and has not been and will not be reviewed or approved by or

registered with the Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority

or the Qatar Central Bank. The Certificates are not and will not be traded on the Qatar Exchange.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

The Certificates constitute "alternative finance investment bonds" within the meaning of Article 77A of

the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 as amended by the

Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2010. This

Prospectus is not being distributed to, and must not be passed on to, the general public in the United

Kingdom.

The distribution in the United Kingdom of this Prospectus and any other marketing materials relating to

the Certificates is being addressed to, or directed at, only the following persons: (i) persons who are

Investment Professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons falling within any of

the categories of persons described in Article 49 of the Financial Promotion Order; and (iii) any other

person to whom it may otherwise lawfully be made in accordance with the Financial Promotion Order.

Persons of any other description in the United Kingdom may not receive and should not act or rely on this

Prospectus or any other marketing materials in relation to the Certificates.

Potential investors in the Certificates in the United Kingdom are advised that all, or most, of the

protections afforded by the United Kingdom regulatory system will not apply to an investment in the

Certificates and that compensation will not be available under the United Kingdom Financial Services

Compensation Scheme.

- vii -

Any individual intending to invest in the Certificates should consult his professional adviser and ensure

that he fully understands all the risks associated with making such an investment and that he has sufficient

financial resources to sustain any loss that may arise from such investment.

- viii -

CONTENTS

Page

RISK FACTORS .......................................................................................................................................... 1

STRUCTURE DIAGRAM AND CASH FLOWS ....................................................................................... 8

OVERVIEW OF THE OFFERING ........................................................................................................... 11

TERMS AND CONDITIONS OF THE CERTIFICATES ........................................................................ 16

GLOBAL CERTIFICATE ......................................................................................................................... 40

USE OF PROCEEDS ................................................................................................................................. 42

DESCRIPTION OF INTERNATIONAL FINANCE CORPORATION ................................................... 43

DESCRIPTION OF THE TRUSTEE ......................................................................................................... 44

SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS .................................................... 46

TAXATION ............................................................................................................................................... 54

SUBSCRIPTION AND SALE ................................................................................................................... 56

GENERAL INFORMATION .................................................................................................................... 61

- 1 -

RISK FACTORS

The purchase of Certificates may involve substantial risks and is suitable only for sophisticated investors who

have the knowledge and experience in financial and business matters necessary to enable them to evaluate the

risks and merits of an investment in the Certificates. Before making an investment decision, prospective

purchasers of Certificates should consider carefully, in the light of their own financial circumstances and

investment objectives, all of the information in this Prospectus.

Each of the Trustee and IFC believes that the factors described below represent the principal risks inherent in

investing in the Certificates, but the inability of the Trustee to pay any amounts on or in connection with any

Certificate may occur for other reasons and neither the Trustee nor IFC represents that the statements below

regarding the risks of holding any Certificate are exhaustive.

Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach

their own views prior to making any investment decision. Words and expressions defined in "Terms and

Conditions of the Certificates" shall have the same meanings in this section.

Risk Factors Relating to the Trustee

The Trustee is an exempted limited company incorporated in the Cayman Islands on 5 August 2015. The

Trustee has not as at the date of this Prospectus engaged, and will not engage, in any business activity other than

the issuance of the Certificates, the acquisition of the Trust Assets as described herein, acting in the capacity as

Trustee and other activities incidental or related to the foregoing as required under the Transaction Documents.

The Trustee's only material assets, which will be held on trust for Certificateholders, will be the Trust Assets,

including the right to receive amounts paid by IFC under the Transaction Documents. Accordingly, the Trustee's

ability to pay amounts due on the Certificates will be dependent upon receipt from IFC of amounts paid under

the Transaction Documents which, in the aggregate, may not be sufficient to meet all claims under the

Certificates and the Transaction Documents. As a result, the Trustee is subject to all the risks to which IFC is

subject, to the extent such risks could limit IFC's ability to satisfy in full and on a timely basis, its obligations

under the Transaction Documents to which it is a party.

Risk Factors Relating to IFC

As described in more detail in the Incorporated Information, IFC is an experienced supranational organisation

providing financing and financial services primarily to the private sector in developing countries that are

members of IFC. IFC's investment products include, among others, loans, equity and quasi-equity investments,

guarantees and partial credit guarantees and client risk management products. IFC's disbursed investment

portfolio is diversified by country, region, industry, sector and project type, and it operates under a

comprehensive enterprise risk management framework. The value of IFC's investments, and financial returns on

them, are subject to the risk of adverse changes in the financial condition of IFC's clients, which may arise from

factors specific to a particular client or industry or from changes in the macroeconomic environment or the

financial markets in the countries in which a client operates.

Risk Factors Relating to the Trust Assets

Ownership of the Portfolio Assets

In order to comply with the requirements of Shari'a, the proceeds of issuance of the Certificates are required to

be applied by the Trustee towards the acquisition of the Portfolio and, once the Trustee acquires the Portfolio (in

the manner described herein), the Certificateholders will have the right to receive from the Trustee the economic

benefit of the use of the Portfolio. Each Certificate will evidence the entitlement of each Certificateholder to an

undivided interest in the Portfolio on a pro rata basis unless transfer of such interests and rights in, to and under

the Portfolio is prohibited by, or ineffective under, any law that may be applicable (see "Risk Factors Relating to

the Trust Assets – Transfer of the Portfolio Assets"). However, the Certificateholders will have no direct

recourse over the Portfolio under any applicable law. The income from the Portfolio, together with any capital

arising from the disposal of any Portfolio Assets, shall be for the Trustee and for the account and benefit of the

Certificateholders.

No investigation or enquiry will be made and no due diligence will be conducted in respect of any Portfolio

Asset. Only limited representations will be obtained from IFC in respect of the Portfolio Assets. In particular,

the precise terms of the Portfolio Assets sold will not be known (including whether there are any restrictions on

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transfer or any further obligations required to be performed by IFC to give effect to the transfer of its interests in

the Portfolio Assets). No steps will be taken to perfect any transfer of any interests or rights in the Portfolio

Assets or otherwise give notice to any lessee or obligor in respect thereof. Obligors and lessees may have rights

of set-off or counterclaim against IFC in respect of the Portfolio Assets.

In addition, if and to the extent that a third party is able to establish a direct claim against the Trustee, the

Delegate or any Certificateholders on the basis of a legal or other interest in the Portfolio Assets, IFC has agreed

in the Declaration of Trust to indemnify the Trustee, the Delegate and the Certificateholders against any such

liabilities. In the event that IFC is unable to meet any such claims then the Certificateholders may suffer losses

in respect of both the principal amount invested in the Certificates, as well as any profit amounts that would

have been payable in respect of the Certificates.

Transfer of the Portfolio Assets

No assurance has been or will be given as to whether any interest, rights, benefits and entitlements in, to and

under any of the Portfolio Assets may be transferred as a matter of the law governing the Portfolio Assets, the

law of the jurisdiction where such Portfolio Assets are located or any other relevant law. Furthermore, no

opinion will be provided by counsel that the Sale and Purchase Agreement is effective to transfer any interests,

rights, benefits and entitlements in, to and under the assets described therein. In any event, the Certificateholders

will not have any rights of enforcement as against the Portfolio Assets and their rights are limited to the

proceeds of enforcement against IFC of its obligation to purchase the Trustee's interests, rights, benefits and

entitlements in, to and under the Portfolio Assets pursuant to the terms of the Purchase Undertaking.

In the event that the transfer to the Trustee of specified interests, rights, benefits and entitlements in, to and

under the Portfolio Assets is for any reason found to have been, or is alleged to have been, ineffective, IFC has

agreed in the Purchase Undertaking to fully indemnify the Trustee. In such a situation, the Certificateholders

will not have any rights of enforcement as against the Portfolio Assets and their rights are limited to the

proceeds of enforcement against IFC of its obligation to indemnify the Trustee pursuant to the terms of the

Purchase Undertaking, and consequently the effectiveness of any transfer of any interests, rights, benefits and

entitlements in, to and under the Portfolio Assets to the Trustee is likely to be of limited consequence to the

rights of the Certificateholders.

In the event that the Portfolio Assets are not repurchased by IFC for any reason, the Delegate will seek to

enforce the payment and indemnity obligations of IFC under the Purchase Undertaking. To the extent that it

obtains an English judgment in its favour, it may seek to enforce that judgment or award in a jurisdiction where

IFC has assets. This will be subject to general enforcement risks (see "Risk Factors Relating to Enforcement").

Risk Factors Relating to the Certificates

The Certificates are limited recourse obligations

The Certificates are not debt obligations of the Trustee. Instead, the Certificates represent an undivided

ownership interest solely in the Trust Assets. The proceeds of the Trust Assets are the sole source of payments

on the Certificates. Save as provided in Condition 4.2 (Status and Limited Recourse – Limited Recourse), the

Certificates do not represent an interest in or obligation of any of the Trustee, the Delegate or IFC or any of their

respective affiliates. Accordingly, Certificateholders, by subscribing for or acquiring the Certificates,

acknowledge that they will have no recourse to any of the assets of the Trustee (other than the Trust Assets),

IFC (to the extent that it fulfils all of its obligations under the Transaction Documents) or the Delegate or any of

their respective affiliates or any director or officer or corporate services provider of the Trustee in respect of any

shortfall in the expected amounts from the Trust Assets when the Trust Assets have been exhausted, following

which all obligations of the Trustee shall be extinguished.

IFC is obliged to make certain payments under the Transaction Documents directly to or to the order of the

Trustee. Such payment obligations form part of the Trust Assets and the Trustee and/or the Delegate (acting in

the name and on behalf of the Trustee) will, subject to Condition 13.2 (Enforcement and Exercise of Rights –

Trustee and Delegate not bound to act), have direct recourse against IFC to recover payments due to the Trustee

from IFC pursuant to such Transaction Documents notwithstanding any other provision of Condition 4.2 (Status

and Limited Recourse – Limited Recourse). Such right of the Trustee and the Delegate shall constitute an

unsecured claim against IFC. None of the Certificateholders, the Trustee and the Delegate shall be entitled to

claim any priority right in respect of any specific assets of IFC in connection with the enforcement of any such

claim.

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The net proceeds of the realisation of, or enforcement with respect to, the Trust Assets may not be sufficient to

make all payments due in respect of the Certificates. If, following the distribution of such proceeds, there

remains a shortfall in payments due under the Certificates, no holder of Certificates will have any claim against

the Trustee (to the extent the Trust Assets have been exhausted), the Delegate or IFC (to the extent that it fulfils

all of its obligations under the Transaction Documents) or any of their respective affiliates or any director,

officer or corporate services provider of the Trustee or against any assets (other than the Trust Assets to the

extent not exhausted) in respect of such shortfall and any unsatisfied claims of Certificateholders shall be

extinguished. In particular, no holder of Certificates will be able to petition for, or join any other person in

instituting proceedings for, the reorganisation, liquidation, winding-up or receivership of the Trustee or their

respective affiliates as a consequence of such shortfall or otherwise.

Absence of secondary market/limited liquidity

There is no assurance that a secondary market for the Certificates will develop or, if it does develop, that it will

provide the Certificateholders with liquidity of investment or that a secondary market will continue for the life

of the Certificates. Accordingly, a Certificateholder may not be able to find a buyer to buy its Certificates

readily or at prices that will enable the Certificateholder to realise a desired yield. The market value of the

Certificates may fluctuate and a lack of liquidity, in particular, can have a material adverse effect on the market

value of the Certificates.

Applications have been made for the listing of the Certificates on NASDAQ Dubai but there can be no

assurance that any such listing will occur on or prior to the Issue Date or at all or, if it does occur, that it will

enhance the liquidity of the Certificates. In addition, IFC currently intends to apply to the FCA for the

Certificates to be admitted to listing on the Official List and to the London Stock Exchange for the Certificates

to be admitted to trading on the Regulated Market of the London Stock Exchange. However, prospective

investors should note that there can be no assurance that such admission to listing and trading will occur.

Accordingly, the purchase of the Certificates is suitable only for investors who can bear the risks associated with

a lack of liquidity in the Certificates and the financial and other risks associated with an investment in the

Certificates. An investor in the Certificates must be prepared to hold the Certificates for an indefinite period of

time.

Certificates which have a denomination that is not an integral multiple of U.S.$200,000 may be illiquid and

difficult to trade

The denomination of the Certificates is U.S.$200,000 and integral multiple amounts of U.S.$1,000 in excess

thereof. It is therefore possible that the Certificates may be traded in amounts in excess of U.S.$200,000 that are

not integral multiples of U.S.$200,000. In such a case a holder who, as a result of trading such amounts, holds a

face amount which is less than U.S.$200,000 in his account with the relevant clearing system at the relevant

time may not be able to trade such Certificates and may not receive a Definitive Certificate in respect of such

holding (should Definitive Certificates be printed), and would need to purchase a face amount of Certificates

such that its holding amounts to at least U.S.$200,000 to do so in order to be eligible to receive a Definitive

Certificate.

If Definitive Certificates are issued, holders should be aware that Definitive Certificates which have a

denomination that is not an integral multiple of U.S.$200,000 may be illiquid and difficult to trade.

No third party guarantees

Investors should be aware that no guarantee is or will be given in relation to the Certificates by IFC or any other

person.

Neither the Certificates nor any obligations under the Transaction Documents are obligations of the

International Bank for Reconstruction and Development or of any Government.

The Certificates are subject to modification by a majority of Certificateholders without the consent of all

Certificateholders

The Conditions contain provisions for calling meetings of Certificateholders to consider matters affecting their

interests generally. These provisions permit defined majorities to bind all Certificateholders including

Certificateholders who did not attend and vote at the relevant meeting or otherwise exercise their voting rights

and Certificateholders who voted in a manner contrary to the majority. The Delegate may agree to modify the

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Conditions of the Certificates without the consent of the Certificateholders where the modifications are, in the

opinion of the Delegate, not materially prejudicial to the interests of the Certificateholders, required to effect a

cancellation of Certificates in accordance with Condition 9.4(b) (Capital Distributions – Cancellation), of a

formal, minor or technical nature or are made to correct a manifest error. For further details of such matters and

the relevant majorities required at meetings of Certificateholders, see Condition 16 (Meetings of

Certificateholders, Modification, Waiver, Authorisation and Determination) and the corresponding provisions

of the Declaration of Trust.

The Certificates may be subject to early redemption

If the amount payable on the Certificates is required to be increased to include additional amounts in certain

circumstances and/or IFC is required to pay additional amounts pursuant to certain Transaction Documents, in

each case as a result of certain changes affecting taxation in the Cayman Islands or any political subdivision or

any authority thereof or therein having power to tax, the Trustee may redeem all but not some only of the

Certificates upon giving notice in accordance with the Conditions.

The exercise of such early redemption option is likely to limit the market value of the Certificates. During any

period when the Trustee may elect to redeem the Certificates, the market value of the Certificates generally will

not rise substantially above the Dissolution Distribution Amount payable. While any such early redemption

option is in effect, the Trustee may be expected to redeem the Certificates if IFC is able to raise funds at a cost

of financing which is lower than the profit rate (including such additional amounts as are referred to above) on

the Certificates. At those times, an investor generally would not be able to reinvest the redemption proceeds at

an effective profit rate as high as the profit rate on the Certificates and may only be able to do so at a

significantly lower rate. Potential investors should consider re-investment risk in light of other investments

available at that time.

Risk Factors Relating to Enforcement

A change of law may adversely affect the Certificates

The structure of the issue of the Certificates is based on English law and administrative practices in effect as at

the date of this Prospectus. No assurance can be given as to the impact of any possible change to English law or

administrative practices after the date of this Prospectus, nor can any assurance be given as to whether any such

change could adversely affect the ability of the Trustee to make payments under the Certificates or of IFC to

comply with its obligations under the Transaction Documents.

Risk Factors Relating to Taxation

Taxation risks on payments

Payments made by IFC to the Trustee under the Transaction Documents or by the Trustee in respect of the

Certificates could become subject to taxation. Each of the Service Agency Agreement and the Purchase

Undertaking requires IFC to pay additional amounts to the Trustee in the event that any withholding or

deduction is required to be made in respect of payments made by it to the Trustee. Condition 10 (Taxation)

provides that the Trustee is required to pay additional amounts in respect of any such withholding or deduction

imposed by or on behalf of any Relevant Jurisdiction in certain circumstances. IFC has pursuant to the

Declaration of Trust undertaken to pay to the Trustee (for the benefit of the Certificateholders) an amount equal

to the liabilities of the Trustee in respect of any additional amounts required to be paid in respect of the

Certificates pursuant to Condition 10 (Taxation).

The circumstances described above may entitle the Trustee (acting on the instructions of IFC) to redeem the

Certificates pursuant to Condition 9.3 (Capital Distributions – Redemption following a Tax Event). See further

"Risk Factors Relating to the Certificates – The Certificates may be subject to early redemption".

EU Savings Directive

Under EC Council Directive 2003/48/EC (the "EU Savings Directive") on the taxation of savings income, each

Member State is required to provide to the tax authorities of another Member State details of payments of

interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an

individual resident or certain limited types of entity established in that other Member State. However, for a

transitional period, Austria may instead apply a withholding system in relation to such payments, deducting tax

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at 35 per cent. The transitional period is to terminate at the end of the first full fiscal year following agreement

by certain non-EU countries to the exchange of information relating to such payments.

The Council of the European Union formally adopted a Council Directive amending the EU Savings Directive

on 24 March 2014 (the "Amending Directive"). The Amending Directive broadens the scope of the

requirements described above. Member States have until 1 January 2016 to adopt the national legislation

necessary to comply with the Amending Directive. The changes made under the Amending Directive include

extending the scope of the EU Savings Directive to payments made to, or collected for, certain other entities and

legal arrangements. They also broaden the definition of "interest payment to cover income that is equivalent to

interest".

However, the European Commission has proposed the repeal of the EU Savings Directive from 1 January 2017

in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to on-going

requirements to fulfil administrative obligations such as the reporting and exchange of information relating to,

and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between

the EU Savings Directive and a new automatic exchange of information regime to be implemented under

Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council

Directive 2014/107/EU). The proposal also provides that, if it proceeds, Member States will not be required to

apply the new requirements of the Amending Directive.

If a payment were to be made or collected through a Member State where a withholding or deduction is imposed

on a payment to an individual and is required to be made pursuant to the EU Savings Directive or any law

implementing or complying with, or introduced in order to conform to, the EU Savings Directive, neither the

Trustee nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to

any Certificate as a result of the imposition of such withholding tax.

The Trustee is required to maintain a Paying Agent in a Member State that will not be obliged to withhold or

deduct tax pursuant to any law implementing or complying with, or introduced in order to conform to, the EU

Savings Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-

27 November 2000.

Investors who are in any doubt as to their position should consult their professional advisers.

Payments on the Certificates may be subject to U.S. withholding tax under FATCA

The United States has enacted rules, commonly referred to as "FATCA", that generally impose a new reporting

and withholding regime with respect to certain payments made after 31 December 2016 by entities that are

classified as financial institutions under FATCA. The United States has entered into a Model I

intergovernmental agreement regarding the implementation of FATCA with the Cayman Islands (the "IGA").

Under the IGA, as currently drafted, the Trustee does not expect payments made on or with respect to the

Certificates to be subject to withholding under FATCA. Significant aspects of when and how FATCA will apply

remain unclear, and no assurance can be given that withholding under FATCA will not become relevant with

respect to payments made on or with respect to the Certificates in the future. Prospective investors should

consult their own tax advisors regarding the potential impact of FATCA.

Additional risk factors

Investors in the Certificates must rely on Euroclear and Clearstream, Luxembourg procedures

The Certificates will be represented on issue by the Global Certificate that will be deposited with a common

depositary for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the Global

Certificate, investors will not be entitled to receive Certificates in definitive form. Each of Euroclear and

Clearstream, Luxembourg and their respective direct and indirect participants will maintain records of the

ownership interests in the Global Certificate. While the Certificates are represented by the Global Certificate,

investors will be able to trade their ownership interests only through Euroclear and Clearstream, Luxembourg

and their respective participants.

While the Certificates are represented by the Global Certificate, the Trustee will discharge its payment

obligation under the Certificates by making payments through the relevant clearing systems. A holder of an

ownership interest in the Global Certificate must rely on the procedures of the relevant clearing system and its

participants to receive payments under the Certificates. The Trustee has no responsibility or liability for the

records relating to, or payments made in respect of, ownership interests in the Global Certificate.

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Holders of ownership interests in the Global Certificate will not have a direct right to vote in respect of the

Certificates so represented. Instead, such holders will be permitted to act only to the extent that they are enabled

by the relevant clearing system and its participants to appoint appropriate proxies.

Exchange rate risks and exchange controls

The Trustee will make all payments on the Certificates in U.S. dollars. This presents certain risks relating to

currency conversions if an investor's financial activities are denominated principally in a currency or currency

unit (the "Investor's Currency") other than U.S. dollars. These include the risk that exchange rates may

significantly change (including changes due to devaluation of U.S. dollars or revaluation of the Investor's

Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify

exchange controls. An appreciation in the value of the Investor's Currency relative to U.S. dollars would

decrease: (a) the Investor's Currency equivalent yield on the Certificates; (b) the Investor's Currency equivalent

value of the principal payable on the Certificates; and (c) the Investor's Currency equivalent market value of the

Certificates.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could

adversely affect an applicable exchange rate, the availability of a specified foreign currency and/or the ability of

the Trustee to make payments in respect of the Certificates. As a result, investors may receive less amounts

under the Certificates than expected, or no such amounts.

No assurance can be given as to Shari'a rules

The Fatwa and Shari'a Supervision Board of Dubai Islamic Bank and Dar Al Sharia Legal and Financial

Consultancy, the Executive Shariah Committee of HSBC Saudi Arabia Limited and the Shariah Supervisory

Committee of Standard Chartered Bank have confirmed that the Transaction Documents are, in their view,

Shari'a-compliant. However, there can be no assurance that the Transaction Documents or the issue and trading

of the Certificates will be deemed to be Shari'a-compliant by any other Shari'a board or Shari'a scholars. None

of the Trustee, IFC, the Delegate, the Agents or the Joint Lead Managers makes any representation as to the

Shari'a compliance of the Certificates and/or any trading thereof and potential investors are reminded that, as

with any Shari'a views, differences in opinion are possible. Potential investors should obtain their own

independent Shari'a advice as to the compliance of the Transaction Documents and the issue and trading of the

Certificates with Shari'a principles.

In addition, prospective investors are reminded that IFC has agreed under the Transaction Documents to submit

to the jurisdiction of the English courts. In such circumstances, the judge is likely to first apply the relevant law

of the relevant Transaction Document rather than Shari'a principles in determining the obligation of the parties.

Shari'a requirements in relation to interest awarded by a court

In accordance with applicable Shari'a principles, each of the Trustee and the Delegate will waive all and any

entitlement it may have to interest awarded in its favour by any court in connection with any dispute under the

Certificates and any of the Transaction Documents. Should there be any delay in the enforcement of a judgment

given against IFC, judgment interest may accrue in respect of that delay and, as a result of the waiver referred to

above, Certificateholders will not be entitled to receive any part of such interest.

Credit ratings may not reflect all risks

Upon issue, the Certificates are expected to be assigned a rating of "AAA" by Standard & Poor's Credit Market

Services Europe Limited ("Standard & Poor's"). Such 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

Certificates. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or

withdrawn by its assigning rating agency at any time.

In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the

"CRA Regulation") from using credit ratings for regulatory purposes, unless such ratings are issued by a credit

rating agency established in the European Union ("EU") and registered under the CRA Regulation (and such

registration has not been withdrawn or suspended). Such general restriction will also apply in the case of credit

ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-

registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA

Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or

suspended). Standard & Poor's is established in the European Union and is registered under the CRA

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Regulation. As such, Standard & Poor's is included in the list of credit rating agencies published by the

European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation.

The list of registered and certified rating agencies published by ESMA on its website in accordance with the

CRA Regulation is not 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

publication of an updated ESMA list.

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STRUCTURE DIAGRAM AND CASH FLOWS

Set out below is a simplified structure diagram and description of the principal cash flows relating to the

Certificates. This does not purport to be complete and is qualified in its entirety by reference to, and must be

read in conjunction with, the more detailed information appearing elsewhere in this Prospectus. Potential

investors are referred to the Conditions and the detailed descriptions of the relevant Transaction Documents set

out elsewhere in this Prospectus for a fuller description of certain cash flows and for an explanation of the

meaning of certain capitalised terms used below. Potential investors should read this entire Prospectus

carefully, especially the risks of investing in the Certificates discussed under "Risk Factors". See also "Summary

of the Principal Transaction Documents".

Structure Diagram

Principal Cash Flows

Payments by the Certificateholders and the Trustee

On the Issue Date, the Certificateholders will pay the issue price in respect of the Certificates to the Trustee.

Pursuant to the Declaration of Trust, the Trustee will declare a trust, in favour of the Certificateholders, over the

proceeds of the issuance of the Certificates (the "Issuance Proceeds"), any and all of its rights, title, interest and

benefit, present and future, in, to and under the Transaction Documents (other than in relation to any

representations given by IFC (acting in any capacity) pursuant to any of the Transaction Documents) and any

and all amounts standing to the credit of the Transaction Account from time to time.

The Trustee will use the Issuance Proceeds (as the "Purchase Price") to purchase, and accept the transfer and

conveyance of, IFC's interests, rights, title, benefits and entitlements, present and future, in, to and under a

portfolio of assets (the "Initial Portfolio Assets") specified in the Sale and Purchase Agreement (the "Initial

Portfolio"). The Trustee shall represent and warrant in the Sale and Purchase Agreement that the Value (as

defined below) of the Tangible Assets (as defined below) comprised in the Initial Portfolio is at least equal to 51

per cent. of the Purchase Price.

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The Portfolio Assets and the amounts standing to the credit of the Principal Collection Account (each as defined

below), the Profit Collection Account (as defined below) and the Reserve Account (as defined below) from time

to time shall together constitute the assets of the Certificates (the "Sukuk Assets").

Periodic Distribution Payments by the Trustee

The Service Agent will credit: (a) all revenues in the nature of sale proceeds or capital, principal or investment

amounts or total loss/expropriation proceeds in respect of any Eligible Asset comprised in the Portfolio from

time to time (such Eligible Assets being the "Portfolio Assets") (the "Principal Revenues") to a book-entry

ledger account (the "Principal Collection Account"); and (b) all revenues in respect of the Portfolio Assets

(other than Principal Revenues) (the "Profit Revenues") to a book-entry ledger account (the "Profit Collection

Account").

On the business day prior to each Periodic Distribution Date (each such date being a "Periodic Distribution

Determination Date"), the Service Agent shall:

(a) after payment to itself for any unpaid Service Agent Liabilities Amounts, use amounts standing to the

credit of the Profit Collection Account to pay to the Transaction Account an amount which is intended

to be sufficient to fund the Periodic Profit Amount payable by the Trustee under the Certificates on the

Periodic Distribution Date falling one business day after such date (the "Periodic Profit Amount");

and

(b) use amounts standing to the credit of the Principal Collection Account to pay to the Transaction

Account an amount which is intended to be sufficient to fund the Periodic Principal Amount payable by

the Trustee under the Certificates on the Periodic Distribution Date falling one business day after such

date (the "Periodic Principal Amount"),

and, in each case, any such amounts paid into the Transaction Account shall be applied by the Trustee for that

purpose.

If on a Periodic Distribution Determination Date the amounts standing to the credit of the Profit Collection

Account are, after being applied towards payment to the Service Agent for any unpaid Service Agent Liabilities

Amounts, greater than the relevant Periodic Profit Amount, such excess returns shall, after repayment of any

Liquidity Facility (as defined below), be credited by the Service Agent to a separate book-entry ledger account

(such account, the "Reserve Account"). If on a Periodic Distribution Determination Date the amounts standing

to the credit of the Profit Collection Account are less than the relevant Periodic Profit Amount, the Service

Agent shall deduct amounts standing to the credit of the Reserve Account towards funding such shortfall and, if

such amounts standing to the credit of the Reserve Account are insufficient for such purpose, the Service Agent

may provide to the Trustee Shari'a-compliant funding in an amount equal to the remaining shortfall (a

"Liquidity Facility").

If on the business day prior to a Periodic Distribution Date the amounts standing to the credit of the Principal

Collection Account are less than the relevant Periodic Principal Amount (the difference between such amounts

on such date being the "Principal Shortfall Amount"), the Service Agent shall notify the Trustee one Business

Day before such date of: (a) the Principal Shortfall Amount; and (b) the Portfolio Value at such Periodic

Distribution Determination Date. Following receipt of such notice or the Trustee otherwise becoming aware of a

Principal Shortfall Amount, the Trustee shall exercise the rights granted to it under the Purchase Undertaking to

require IFC to purchase and accept the transfer of the Trustee's interests, rights, title, benefits and entitlements,

present and future, in, to and under a portion of the portfolio of Portfolio Assets that has a Portfolio Value equal

to the Principal Shortfall Amount.

Dissolution Payments

The Trust may be dissolved prior to the Scheduled Dissolution Date for the following reasons: (a) redemption

following a Dissolution Event; and (b) redemption following the occurrence of a Tax Event.

On the business day prior to the Scheduled Dissolution Date:

(a) the Service Agent shall pay all amounts standing to the credit of the Principal Collection Account and

the Profit Collection Account to the Transaction Account; and

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(b) the Trustee will have the right under the Purchase Undertaking to require IFC to purchase and accept

the transfer of all of the Trustee's interests, rights, title, benefits and entitlements, present and future, in,

to and under the Portfolio in consideration for payment by IFC of the Exercise Price,

and, in each case, any such amounts paid into the Transaction Account shall be applied by the Trustee for

payment of the relevant Dissolution Distribution Amount payable on the Scheduled Dissolution Date.

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OVERVIEW OF THE OFFERING

The following overview should be read as an introduction to, and is qualified in its entirety by reference to, the

more detailed information appearing elsewhere in this Prospectus. This overview does not contain all of the

information that prospective investors should consider before deciding to invest in the Certificates. Accordingly,

any decision by a prospective investor to invest in the Certificates should be based on a consideration of this

Prospectus as a whole especially the risks of investing in the Certificates discussed under "Risk Factors".

Words and expressions defined in "Terms and Conditions of the Certificates" and "Summary of the Principal

Transaction Documents" shall have the same meanings in this overview. Each reference to a Condition is to a

numbered condition of the Conditions.

Certain Transaction Documents are described in more detail in "Summary of the Principal Transaction

Documents" below.

Certificates: U.S.$100,000,000 Trust Certificates due 2020.

Issuer, Trustee and Purchaser: IFC Sukuk Company, an exempted company with limited liability

incorporated on 5 August 2015 in accordance with the laws of, and

formed and registered in, the Cayman Islands with company registration

number 302760 with its registered office c/o MaplesFS Limited, P.O.

Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman

Islands. IFC Sukuk Company has been incorporated solely for the

purpose of participating in the transactions contemplated by the

Transaction Documents to which it is a party.

Ownership of the Trustee: The authorised share capital of the Trustee is U.S.$50,000 consisting of

50,000 shares of U.S.$1.00 nominal or par value each, of which 250

shares are fully paid up and issued. The Trustee's entire issued share

capital is held or will be held by MaplesFS Limited on trust for charitable

purposes.

Administration of the Trustee: The affairs of the Trustee are managed by MaplesFS Limited (the

"Corporate Administrator"), who will provide, amongst other things,

certain administrative services for and on behalf of the Trustee pursuant

to the corporate services agreement dated 7 September 2015 between the

Trustee and the Corporate Administrator (the "Corporate Services

Agreement").

Obligor, Seller and Service

Agent:

International Finance Corporation.

Joint Lead Managers: Dubai Islamic Bank P.J.S.C., HSBC Bank plc, National Bank of Abu

Dhabi P.J.S.C. and Standard Chartered Bank.

Delegate: Citicorp Trustee Company Limited in its capacity as Delegate under the

Declaration of Trust.

Pursuant to the Declaration of Trust, the Trustee shall delegate to the

Delegate certain of the present and future duties, powers, authorities and

discretions vested in the Trustee by certain provisions of the Declaration

of Trust. In particular, the Delegate shall be entitled to (and, in certain

circumstances, shall, subject to being indemnified and/or secured and/or

pre-funded to its satisfaction, be obliged to), following a Dissolution

Event, take the actions referred to in Condition 13.2 (Enforcement and

Exercise of Rights – Trustee and Delegate not bound to act).

Pursuant to the Declaration of Trust, the Delegate shall also have certain

other powers granted to it, and shall also have such other duties, powers,

authorities and discretions as expressly specified in the Declaration of

Trust and in the other Transaction Documents. The powers conferred by

the Declaration of Trust upon the Delegate shall be in addition to any

- 12 -

powers which may from time to time be vested in it by general law or as

a Certificateholder.

Principal Paying Agent: Citibank N.A., London Branch.

Registrar and Transfer Agent: Citigroup Global Markets Deutschland AG.

Issue Date: 15 September 2015.

Issue Price: 100 per cent. of the aggregate face amount of the Certificates.

Periodic Distribution Dates: 15 March and 15 September in each year commencing on 15 March

2016.

Periodic Distribution Amounts: On each Periodic Distribution Date, Certificateholders will receive a

Periodic Distribution Amount in U.S. dollars equalling the aggregate of:

(a) the Periodic Profit Amount; and

(b) the Periodic Principal Amount,

in respect of their Certificates. See also Condition 9 (Capital

Distributions).

Trust Assets: Each Certificate evidences an undivided ownership interest in the Trust

Assets, subject to the terms of the Transaction Documents and the

Conditions, and is a limited recourse obligation of the Trustee. The Trust

Assets are:

(a) all of the Trustee's rights, title, interest and benefit, present and

future, in, to and under the Portfolio Assets from time to time

constituting the Portfolio, the Profit Collection Account, the

Principal Collection Account and the Reserve Account;

(b) all of the Trustee's rights, title, interest and benefit, present and

future, in, to and under the Transaction Documents (other than in

relation to any representations given by IFC (acting in any

capacity) pursuant to any of the Transaction Documents);

(c) all monies standing to the credit of the Transaction Account from

time to time; and

(d) all proceeds of the foregoing,

held upon trust absolutely for the Certificateholders pro rata according to

the face amount of the Certificates held by each such holder in

accordance with the Declaration of Trust and the Conditions.

Scheduled Dissolution: The Scheduled Dissolution Date is 15 September 2020. The Trustee shall

use the Exercise Price payable in accordance with the terms of the

Purchase Undertaking and any amounts standing to the credit of the

Principal Collection Account in accordance with the Service Agency

Agreement to redeem the outstanding Certificates at the Dissolution

Distribution Amount.

Dissolution Events: Subject to Condition 13 (Enforcement and Exercise of Rights) and the

Delegate being indemnified and/or secured and/or prefunded to its

satisfaction, upon the occurrence of a Dissolution Event and being

directed by the Certificateholders of at least 25 per cent. of the then

aggregate face amount of Certificates outstanding or being directed by an

Extraordinary Resolution of the Certificateholders in accordance with

Condition 12 (Dissolution Events), the Trustee and/or the Delegate shall,

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subject to Condition 13.2 (Enforcement and Exercise of Rights – Trustee

and Delegate not bound to act), take the actions referred to in Condition

13.1 (Enforcement and Exercise of Rights – Actions by Delegate).

Early Dissolution for Tax

Reasons:

Where the Trustee has or will become obliged to pay any additional

amounts in respect of the Certificates pursuant to Condition 10

(Taxation) or IFC has or will become obliged to pay any additional

amounts in respect of amounts payable under the Transaction Documents

to which it is a party as a result of a change in the laws of the Relevant

Jurisdiction and such obligation cannot be avoided by the Trustee or IFC,

as applicable, taking reasonable measures available to it, the Trustee

shall, following receipt of a duly completed Exercise Notice from IFC

pursuant to the Sale Undertaking and payment by IFC of the Exercise

Price under the Sale Undertaking and any amounts standing to the credit

of the Principal Collection Account under the Service Agency

Agreement, redeem the Certificates in whole but not in part at an amount

equal to the Dissolution Distribution Amount on the relevant Dissolution

Date.

Dissolution Distribution Amount: The aggregate outstanding face amount of the Certificates plus all

accrued and unpaid Periodic Profit Amounts in respect of such

Certificates.

Purchase and Cancellation: Pursuant to Condition 9.4 (Capital Distributions – Cancellation), IFC

may at any time purchase Certificates in the open market or otherwise at

any price and such Certificates may be held, resold or, at the option of

IFC, surrendered to the Registrar for cancellation. Any Certificates so

surrendered for cancellation may not be re-issued or resold and the

obligations of the Trustee in respect of any such Certificates shall be

discharged.

Portfolio Asset Substitution: IFC may substitute Portfolio Assets in accordance with the relevant

provisions of the Sale Undertaking and the Trustee may substitute

Portfolio Assets in accordance with the relevant provisions of the

Purchase Undertaking, in each case provided that: (a) the aggregate value

of any new assets is equal to or greater than the aggregate value of the

substituted assets; (b) any new assets are Eligible Assets; and (c) where

the Portfolio Asset to be substituted is an Intangible Asset the relevant

new asset is not an Intangible Asset.

Withholding Tax: All payments in respect of the Certificates shall be made without

withholding or deduction for, or on account of, any Taxes (as defined in

Condition 10 (Taxation)), unless the withholding or deduction of Taxes is

required by law. In such event, the Trustee will pay the additional

amounts referred to in Condition 10 (Taxation) so that the full amount

which otherwise would have been due and payable under the Certificates

is received by the parties entitled thereto.

Each of the Purchase Undertaking and the Service Agency Agreement

provides that payments thereunder by IFC (in its applicable capacity) to

the Trustee shall be made without withholding or deduction of Taxes

except where required by law and, in such case, provide for the payment

by IFC (in its applicable capacity) of additional amounts so that the full

amount which would otherwise have been due and payable is received by

the Trustee.

Form and Delivery of the

Certificates:

The Certificates will be issued in registered form only.

The Certificates will be represented on issue by beneficial interests in the

Global Certificate which will be deposited with, and registered in the

name of a nominee of, a common depositary for Euroclear and

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Clearstream, Luxembourg. Definitive Certificates evidencing holdings of

Certificates will be issued in exchange for interests in the Global

Certificate only in the limited circumstances described under "Global

Certificate".

Clearance and Settlement: Certificateholders must hold their interest in the Global Certificate in

book-entry form through Euroclear or Clearstream, Luxembourg, as the

case may be. Transfers within and between Euroclear and Clearstream,

Luxembourg will be in accordance with the usual rules and operating

procedures of the relevant clearance systems.

Denomination: The Certificates will be issued in minimum face amounts of

U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Status of the Certificates: Each Certificate represents an undivided ownership interest in the Trust

Assets (subject to the terms of the Transaction Documents and the

Conditions) and is a direct, unsecured, unsubordinated and limited

recourse obligation of the Trustee. Each Certificate ranks pari passu,

without any preference or priority, with the other Certificates.

The payment obligations of IFC under the Purchase Undertaking and the

Service Agency Agreement will constitute direct, unconditional,

unsecured and unsubordinated obligations of IFC which rank at least pari

passu with all other unconditional, unsecured and unsubordinated

obligations of IFC, present and future.

Limited Recourse: Each Certificate represents solely an undivided ownership interest in the

Trust Assets. No payment of any amount whatsoever shall be made in

respect of the Certificates except to the extent that funds for that purpose

are available from the Trust Assets.

Certificateholders shall have no recourse to the Sukuk Assets, the Trustee

(other than the Trust Assets), IFC (to the extent that it fulfils all of its

obligations under the Transaction Documents to which it is a party) or

the Delegate in respect of any shortfall in the expected amounts from the

Trust Assets to the extent the Trust Assets have been exhausted,

following which all obligations of the Trustee and its directors, officers

and corporate administrator shall be extinguished.

Listing and Admission to

Trading:

Applications have been made for the Certificates to be admitted to the

official list of securities maintained by the DFSA and to be admitted to

trading on NASDAQ Dubai.

IFC currently intends to apply to the FCA for the Certificates to be

admitted to listing on the Official List and to the London Stock Exchange

for the Certificates to be admitted to trading on the Regulated Market of

the London Stock Exchange. However, prospective investors should note

that there can be no assurance that such admission to listing and trading

will occur.

Ratings: Upon issue, the Certificates are expected to be assigned a rating of

"AAA" by Standard & Poor's.

Standard & Poor's is established in the European Union and is registered

under the CRA Regulation. As such, Standard & Poor's is included in the

list of credit rating agencies published by ESMA on its website in

accordance with the CRA Regulation.

A rating is not a recommendation to buy, sell or hold the Certificates (or

beneficial interests therein) and may be subject to revision, suspension or

withdrawal at any time by the assigning rating organisation.

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Certificateholder Meetings: A summary of the provisions for convening meetings of

Certificateholders to consider matters relating to their interests as such is

set out in Condition 16 (Meetings of Certificateholders, Modification,

Waiver, Authorisation and Determination).

Tax Considerations: See "Taxation" for a description of certain tax considerations applicable

to the Certificates.

Governing Law and Dispute

Resolution:

Each Transaction Document, the Certificates and any non-contractual

obligations arising out of or in connection with the same are governed by

English law.

IFC has agreed to submit to the non-exclusive jurisdictions of the courts

of England in respect of any dispute under the Transaction Documents.

Selling Restrictions: There are restrictions on the distribution of this Prospectus and the offer

or sale of Certificates in the Cayman Islands, the Dubai International

Financial Centre, Hong Kong, the Kingdom of Bahrain, the Kingdom of

Saudi Arabia, Malaysia, the Qatar Financial Centre, Singapore, the State

of Kuwait, the State of Qatar (excluding the Qatar Financial Centre),

Switzerland, the United Arab Emirates (excluding the Dubai

International Financial Centre), the United Kingdom and the United

States of America and such other restrictions as may be required in

connection with the offering and sale of the Certificates. See

"Subscription and Sale".

Use of Proceeds: The proceeds of the issue of the Certificates will be paid to IFC as

described in "Use of Proceeds".

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TERMS AND CONDITIONS OF THE CERTIFICATES

The following are the terms and conditions of the Certificates (the "Conditions") which will be incorporated by

reference into the global Certificate (the "Global Certificate") and will be attached and apply to each Certificate

in the definitive form (each a "Definitive Certificate").

IFC Sukuk Company (in its capacity as issuer and trustee, the "Trustee") has authorised the issue of

U.S.$100,000,000 trust certificates due 2020 (the "Certificates"). Each Certificate represents an undivided

ownership interest in the Trust Assets held on trust for the holders of such Certificates pursuant to a declaration

of trust (as amended or supplemented from time to time, the "Declaration of Trust") dated on or about 15

September 2015 (the "Issue Date") made between the Trustee, International Finance Corporation ("IFC") and

Citicorp Trustee Company Limited (the "Delegate").

Payments relating to the Certificates will be made in accordance with a paying agency agreement dated on or

about the Issue Date (as amended or supplemented from time to time, the "Agency Agreement") made between

the Trustee, the Delegate, and Citibank N.A., London Branch as principal paying agent (in such capacity, the

"Principal Paying Agent" and, together with any further or other paying agents appointed from time to time in

respect of the Certificates, the "Paying Agents") and Citigroup Global Markets Deutschland AG as registrar (in

such capacity, the "Registrar") and as transfer agent (in such capacity, the "Transfer Agent" and, together with

any further or other transfer agents appointed from time to time in respect of the Certificates, the "Transfer

Agents") in each case in respect of the Certificates. References to the Delegate, the Principal Paying Agent, the

Paying Agents, the Transfer Agents and the Registrar shall include any successor thereto in each case in such

capacity.

The Certificateholders have the benefit of, are bound by, and are deemed to have notice of the following

documents (copies of which are available for inspection during usual business hours at the designated office of

the Trustee at MaplesFS Limited, P.O. Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102,

Cayman Islands and at the Specified Offices of the Principal Paying Agent):

(a) the Declaration of Trust;

(b) the Agency Agreement;

(c) a sale and purchase agreement between the Trustee (in its capacity as purchaser, the "Purchaser") and

IFC (in its capacity as seller, the "Seller") to be dated on or about the Issue Date (the "Sale and

Purchase Agreement");

(d) a service agency agreement between the Trustee and IFC (in its capacity as service agent, the "Service

Agent") to be dated on or about the Issue Date (the "Service Agency Agreement");

(e) a purchase undertaking granted by IFC in favour of the Trustee and the Delegate to be dated on or about

the Issue Date (the "Purchase Undertaking"); and

(f) a sale undertaking granted by the Trustee in favour of IFC to be dated on or about the Issue Date (the

"Sale Undertaking"),

each as may be amended and restated from time to time (together with the Certificates and any other

agreements, deeds, undertakings, or documents entered into pursuant to any of the foregoing or which can be

entered into by the parties to any of the foregoing from time to time and are designated as such by the parties

thereto and the Delegate, the "Transaction Documents").

The Trustee will, and by its acquisition and holding of the Certificates each of the Certificateholders shall be

deemed to authorise and direct the Trustee to: (a) apply the Issuance Proceeds towards the acquisition of the

Initial Portfolio; and (b) enter into each other Transaction Document to which it is a party. The Trustee will hold

its interests in the Trust Assets in its own name and on its own behalf and for the account and benefit of the

Certificateholders and the income accruing to the Trustee from the Sukuk Assets, together with any capital

arising from the disposal of such Sukuk Assets, shall be for the benefit of, and shall be accounted by the Trustee

to, the Certificateholders.

- 17 -

Pursuant to the Declaration of Trust the Delegate shall: (a) enter into the Transaction Documents to which it is a

party and; (b) enforce its rights thereunder, subject to the terms and conditions of the Declaration of Trust as

supplemented by these Conditions.

These Conditions include summaries of, and are subject to, the detailed provisions of the Declaration of Trust

and the Agency Agreement.

1. INTERPRETATION

Words and expressions defined in the Declaration of Trust and the Agency Agreement shall have the

same meanings where used in these Conditions unless the context otherwise requires or unless otherwise

stated. In addition, in these Conditions the following expressions have the following meanings:

"Appointee" means any attorney, manager, agent, delegate, nominee, custodian or other person

appointed or employed by the Delegate in connection with the performance by the Delegate of its

obligations under the Declaration of Trust;

"authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing,

notarisation or registration;

"Business Day" means a day (other than Saturday or Sunday) on which commercial banks and foreign

exchange markets settle payments and are open for general business (including dealings in foreign

exchange and foreign currency deposits) in London, New York and Dubai;

"Cancellation Amount" has the meaning given to it in Condition 9.4;

"Certificateholder" means a person in whose name a Certificate is registered in the Register (or in the

case of joint holders, the first person named thereof) and the expressions "holder" and "holder of

Certificates" and related expressions shall (where appropriate) be construed accordingly;

"Corporate Administrator" means MaplesFS Limited in its capacity as the corporate administrator of

the Trustee;

"Corporate Services Agreement" means the corporate services agreement entered or to be entered into

between the Trustee and the Corporate Administrator;

"Day Count Fraction" means, in relation to a Periodic Distribution Period or any other period in respect

of which a payment is due to be made, the actual number of days in that period divided by 360;

"Dissolution Date" means any of the Dissolution Redemption Date, the Tax Redemption Date, the

Scheduled Dissolution Date or any other date specified in accordance with these Conditions for the

redemption of all of the Certificates;

"Dissolution Distribution Amount" means, as of any date, the aggregate face amount of the Certificates

then outstanding plus all unpaid accrued Periodic Profit Amounts and all other unpaid accrued amounts

(if any) due and payable under these Conditions as of the relevant Dissolution Date, including such

additional amounts as may be payable pursuant to Condition 10;

"Dissolution Event" has the meaning given to it in Condition 12;

"Dissolution Redemption Date" has the meaning given to it in Condition 12;

"Distribution Period" means the period beginning on (and including) the Issue Date and ending on (but

excluding) the first Periodic Distribution Determination Date and each successive period beginning on

(and including) a Periodic Distribution Determination Date and ending on (but excluding) the next

succeeding Periodic Distribution Determination Date;

"Eligibility Criteria" means:

(a) in respect of any Portfolio Assets (other than Shares), the relevant Portfolio Asset is an asset:

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(i) which constitutes legal, valid, binding and enforceable obligations of the Portfolio Asset

Obligor thereof in the jurisdiction in which such Portfolio Asset Obligor is located and,

in the case of an Ijara Asset, in the jurisdiction in which the related asset in respect of

such Ijara Asset is located;

(ii) in respect of which the Seller is entitled to receive all payments or proceeds of sale (as

the case may be);

(iii) which was originated and/or acquired by the Seller in a manner consistent with its usual

credit, origination and investment policies;

(iv) in respect of which the Seller's rights, title, interests, benefits and entitlements therein are

capable of being sold, transferred and assigned by the Seller to the Purchaser in

accordance with all applicable laws, its own terms and the terms set out in the Sale and

Purchase Agreement; and

(v) which has been originated and/or acquired by the Seller pursuant to documentation

approved by a Shari'a board or advisor; and

(b) in respect of any Share:

(i) the relevant company that has issued such Share (the "Relevant Company") complies

with the following requirements:

(A) its core business activities comply with the principles of Shari'a and, in

particular, the Relevant Company does not undertake core business activities or

core investments in the following industry sectors:

(1) conventional finance, conventional insurance or alcohol;

(2) pork-related products and production, packaging and processing of

food that is prohibited under Shari'a or any other activities related to

pork and food that is prohibited under Shari'a;

(3) advertising and media (excluding media and advertising companies

generating revenues in excess of 65 per cent. of total income from the

member countries of the Gulf Cooperation Council, newspapers,

news channels and sports channels);

(4) tobacco, cloning, gambling or pornography; and

(5) trading of gold and silver as cash on deferred basis;

(B) it has not issued any preference shares;

(C) its total conventional finance debt obligations are:

(1) if the Shares are unlisted, less than 33 per cent. of its total assets; or

(2) if the Shares are listed, less than 33 per cent. of its average market

capitalisation over the past 36 months,

(in each case, as specified in its most recent set of audited financial statements)

(for the avoidance of doubt, this ratio excludes the Islamic finance debt

obligations of the Relevant Company);

(D) its total cash plus interest bearing investments and deposits are:

(1) if the Shares are unlisted, less than 33 per cent. of its total assets; or

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(2) if the Shares are listed, less than 33 per cent. of its average market

capitalisation over the past 36 months,

(in each case, as specified in its most recent set of audited financial statements);

(E) its accounts receivables are:

(1) if the Shares are unlisted, less than 49 per cent. of its total assets; or

(2) if the Shares are listed, less than 49 per cent. of its average market

capitalisation over the past 36 months,

(in each case, as specified in its most recent set of audited financial statements);

and

(F) its total revenue per annum from non-permissible income (other than interest

income) that does not comply with Shari'a does not exceed more than 5 per cent.

of its total revenues per annum (as specified in its most recent set of audited

financial statements);

(ii) the Shares are fully paid; and

(iii) all Taxes and other outstanding monetary obligations due and payable in respect of the

Shares have been paid in full;

"Eligible Asset" means Tangible Assets and Intangible Assets which comply, in each case, with the

Eligibility Criteria;

"Exercise Price" means the aggregate of:

(a) the aggregate face amount of Certificates then outstanding; plus

(b) all accrued but unpaid Periodic Profit Amounts (if any); plus

(c) an amount equal to the Outstanding Liquidity Amount (if any); plus

(d) without duplication or double counting, an amount representing any amounts payable by the

Trustee (in any capacity) under the Transaction Documents (including but not limited to costs and

expenses due but unpaid to the Delegate, any unpaid Service Agent Liabilities Amounts and any

other Priority Amounts which remain outstanding as at the applicable Dissolution Date);

less

(e) the amounts (if any) that were standing to the credit of the Principal Collection Account and Profit

Collection Account and which have been paid into the Transaction Account in accordance with

the Service Agency Agreement and which shall be available on the applicable Dissolution Date to

pay a proportion of the aggregate amounts payable on redemption of the Certificates;

"Extraordinary Resolution" has the meaning given to it in schedule 4 to the Declaration of Trust;

"Ijara Asset" means an asset in relation to which IFC or any person on its behalf has entered into an

Ijara Contract (and includes that Ijara Contract and all rights of the lessor under such Ijara Contract),

provided that such asset is in existence on the date on which it forms part of the Portfolio;

"Ijara Contract" means an ijara contract entered into by IFC or any person on its behalf (as lessor) and

another person (as lessee) pursuant to which the lessor leases an asset to the lessee, and in respect of

which payments are due from the lessee to the lessor, including any other agreements or documents

associated with that contract;

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"Initial Portfolio" means the initial portfolio of assets described in schedule 1 to the Sale and Purchase

Agreement as established pursuant to a certificate dated on or about 15 September 2015 signed by an

authorised officer of the Seller in accordance with the powers delegated to such authorised officer by the

board of directors of the Seller (including, without limitation, the right to receive payment of any

amounts due in relation to such assets, the right to demand, sue for, recover, receive and give receipts for

all amounts payable or to become payable in relation to such assets and the benefit of and the right to sue

on all covenants in favour of the Seller and the right to exercise all powers of the Seller in relation to

such assets);

"Initial Portfolio Assets" means the Eligible Assets forming part of the Initial Portfolio as specified in

schedule 1 to the Sale and Purchase Agreement;

"Intangible Asset" means murabaha receivables under a murabaha (sale of commodities or goods on a

cost plus basis) contract;

"Issuance Proceeds" means the proceeds of issuance of the Certificates;

"Liability" means any actual loss, damage, fees, cost (excluding costs of funding), charge, claim,

demand, expense, judgment, action, proceeding or other liability whatsoever (including, without

limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added

tax or other tax charged or chargeable in respect thereof and properly incurred legal fees and expenses on

a full indemnity basis;

"Liquidity Facility" has the meaning given to it in the definition of Outstanding Liquidity Amount;

"London Banking Day" means a day on which commercial banks are open for general business

(including dealings in foreign exchange and foreign currency deposits) in London;

"Outstanding Liquidity Amount" means the amount (if any) of funding provided under a liquidity

facility pursuant to the terms of the Service Agency Agreement (the "Liquidity Facility") and which has

not been repaid in accordance with the provisions of the Service Agency Agreement;

"Payment Grace Period" means the aggregate of: (a) 90 days; and (b) a further 30 days after notice is

given by the Trustee to IFC of the failure to pay within that 90 day period;

"Periodic Distribution Amount" has the meaning given to it in Condition 7.1;

"Periodic Distribution Date" means 15 March and 15 September in each year, commencing on 15

March 2016 up to and including 15 September 2020 (or if any such day is not a Business Day, the

following Business Day unless it would thereby fall into the next calendar month, in which event such

day shall be the immediately preceding Business Day);

"Periodic Distribution Determination Date" means the Business Day immediately preceding each

Periodic Distribution Date;

"Periodic Distribution Period" means the period from and including the Issue Date to but excluding the

first Periodic Distribution Date, and thereafter each successive period from and including a Periodic

Distribution Date to but excluding the immediately following Periodic Distribution Date or the

Dissolution Date (if such date is not a Periodic Distribution Date);

"Periodic Principal Amount" means the amount so specified in Schedule 1 in respect of the relevant

Periodic Distribution Date;

"Periodic Profit Amount" means the amount equal to the product of: (a) the Profit Rate; (b) the

aggregate face amount of the Certificates outstanding on the final day of the relevant Periodic

Distribution Period; and (c) the Day Count Fraction, plus such additional amounts as may be payable

pursuant to Condition 10;

"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 separate legal personality;

- 21 -

"Portfolio" means the Initial Portfolio together with any Eligible Assets which: (a) have been acquired

by the Trustee pursuant to the terms of the Sale and Purchase Agreement; or (b) may have been

substituted for any Portfolio Assets, from time to time, in accordance with the terms of the Service

Agency Agreement, the Purchase Undertaking and any related Sale Agreement or the Sale Undertaking

and any related Sale Agreement but excluding (i) any Portfolio Assets in relation to which clause 2.3 of

the Sale and Purchase Agreement or any equivalent provision in any sale and purchase agreement

relating to any Eligible Assets acquired by the Purchaser pursuant to the Purchase Undertaking or the

Sale Undertaking has become applicable and the Seller has paid an amount equal to the relevant purchase

price for such Portfolio Asset to the Purchaser; and (ii) any Principal Shortfall Portfolio Interest

transferred to IFC in accordance with the Purchase Undertaking;

"Portfolio Asset Obligor" means the entity or entities obliged to make payments in respect of a Portfolio

Asset in accordance with applicable laws and the terms of the Portfolio Asset;

"Portfolio Assets" means:

(a) the Initial Portfolio Assets; and

(b) any Eligible Assets acquired by the Trustee or on the Trustee's behalf in accordance with the

terms of the Sale Undertaking or the Purchase Undertaking,

but excluding any Portfolio Asset that has been substituted, sold or transferred and conveyed to IFC in

accordance with the terms of the Sale and Purchase Agreement, the Purchase Undertaking or the Sale

Undertaking;

"Principal Collection Account" means the principal collection account ledger maintained by the Service

Agent in accordance with the Service Agency Agreement;

"Principal Shortfall Portfolio Interest" has the meaning given to it in the Purchase Undertaking;

"Priority Amounts" means any amounts described in Condition 5.2(a) and Condition 5.2(b);

"Profit Collection Account" means the profit collection account ledger maintained by the Service Agent

in accordance with the Service Agency Agreement;

"Profit Rate" means the rate applicable to the Certificates for each Periodic Distribution Period and

determined by the Principal Paying Agent on the following basis:

(a) the Principal Paying Agent will determine the rate for deposits in U.S. dollars for a period equal to

the relevant Periodic Distribution Period which appears on the display page designated LIBOR01

on Reuters (or such other page as may replace that page on that service, or such other service as

may be nominated as the information vendor, for the purpose of displaying comparable rates) as

of 11.00 a.m. (London time) on the second London Banking Day before the Periodic Distribution

Determination Date;

(b) if such rate does not appear on that page, the Principal Paying Agent will:

(i) request the principal London office of each of four major banks in the London interbank

market to provide a quotation of the rate at which deposits in U.S. dollars are offered by it

in the London interbank market at approximately 11.00 a.m. (London time) on the Periodic

Distribution Determination Date to prime banks in the London interbank market for a

period equal to the relevant Periodic Distribution Period and in an amount that is

representative for a single transaction in that market at that time; and

(ii) determine the arithmetic mean (rounded, if necessary, to the nearest one hundred

thousandth of a percentage point, 0.000005 being rounded upwards) of such quotations;

and

(c) if fewer than two such quotations are provided as requested, the Principal Paying Agent will

determine the arithmetic mean (rounded, if necessary, as aforesaid) of the rates quoted by major

banks in New York City, selected by the Principal Paying Agent, at approximately 11.00 a.m.

(New York City time) on the first day of the relevant Periodic Distribution Period for loans in

- 22 -

U.S. dollars to leading European banks for a period equal to the relevant Periodic Distribution

Period and in an amount that is representative for a single transaction in that market at that time,

and the Profit Rate for such Periodic Distribution Period shall be the the rate or (as the case may be) the

arithmetic mean so determined minus 0.1 per cent. per annum; provided, however, that if the Principal

Paying Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with

the above provisions in relation to any Periodic Distribution Period, the Profit Rate applicable to the

Certificates during such Periodic Distribution Period will be the rate or (as the case may be) arithmetic

mean last determined in relation to the Certificates in respect of a preceding Periodic Distribution Period

minus 0.1 per cent. per annum;

"Purchase Price" has the meaning given to it in Condition 5.1;

"Record Date" has the meaning given in Condition 8.1;

"Register" has the meaning given to it in Condition 2.1;

"Registered Office Agreement" means the registered office agreement entered or to be entered into

between the Trustee and the Corporate Administrator;

"Relevant Company" has the meaning given to it in the definition of Eligibility Criteria;

"Relevant Date" means the date on which the payment first becomes due but, if the full amount of the

money payable has not been received by the relevant Paying Agent or the Trustee or the Registrar on or

before the due date, it means the date on which the full amount of the money having been so received,

notice to that effect shall have been duly given to Certificateholders by the Trustee in accordance with

Condition 15;

"Relevant Jurisdiction" means the Cayman Islands or any political subdivision or authority thereof or

therein having the power to tax;

"Reserved Matter" has the meaning given to it in schedule 4 to the Declaration of Trust;

"Sale Agreement" means an agreement substantially in the form set out at schedule 4 of the Purchase

Undertaking or at schedule 4 of the Sale Undertaking, as applicable;

"Scheduled Dissolution Date" means 15 September 2020;

"Service Agent Liabilities Amount" means, in relation to each Periodic Distribution Determination

Date, the amount of any claims, losses, costs and expenses properly incurred or suffered by the Service

Agent or other payments made by the Service Agent on behalf of the Trustee, in each case in providing

the Services during the Distribution Period ending on such Periodic Distribution Determination Date,

but, for the avoidance of doubt, does not include any amount due to the Service Agent under the Service

Agency Agreement in respect of any Liquidity Facility;

"Services" means the services specified in clause 4 of the Service Agency Agreement, relating to the

Portfolio Assets to be provided by the Service Agent on behalf of the Trustee, in accordance with the

terms and conditions of the Service Agency Agreement;

"Services Term" means the period commencing on the Issue Date and ending on the date on which all of

the Certificates have been redeemed in full;

"Shares" means the shares, interests, participations or other equivalents (however designated, whether

voting or non-voting) of the equity of a company that satisfy the applicable Eligibility Criteria;

"Specified Denomination" has the meaning given to it in Condition 2.1;

"Specified Office" means the initial specified offices of the Agents as set out in Condition 8.4 or any

other specified offices notified pursuant to Condition 8.4;

"Sukuk Assets" means the Portfolio Assets and the amounts standing to the credit of the Principal

Collection Account, the Profit Collection Account and the Reserve Account from time to time;

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"Tangible Asset" means an Ijara Asset, a Tangible Sukuk and/or Shares;

"Tax Event" has the meaning given to it in Condition 9.3;

"Tax Redemption Date" has the meaning given to it in Condition 9.3;

"Taxes" has the meaning given to it in Condition 10;

"Tangible Sukuk" means Shari'a compliant tradable sukuk certificates which are owned by IFC;

"Transaction Account" means the account corresponding to the following details:

Correspondent bank: Citibank NA New York

Correspondent bank SWIFT: CITIUS33 (ABA: 021000089)

Beneficiary bank: Citibank NA London

Beneficiary bank SWIFT: CITIGB2L

Final beneficiary name: IFC Sukuk Transaction Account

Final beneficiary account (account number): 17690436

being the account opened by the Trustee with the Principal Paying Agent prior to the Issue Date and

operated by the Principal Paying Agent on behalf of the Trustee;

"Trust" has the meaning given to it in Condition 5.1;

"Trust Assets" means:

(a) all of the Trustee's rights, title, interest and benefit, present and future, in, to and under the

Portfolio Assets from time to time constituting the Portfolio, the Profit Collection Account, the

Principal Collection Account and the Reserve Account;

(b) all of the Trustee's rights, title, interest and benefit, present and future, in, to and under the

Transaction Documents (other than in relation to any representations given by IFC (acting in any

capacity) pursuant to any of the Transaction Documents);

(c) all monies standing to the credit of the Transaction Account from time to time; and

(d) all proceeds of the foregoing; and

"U.S. dollar" and "U.S.$" means the lawful currency for the time being of the United States of America.

The rules of interpretation set out in the Declaration of Trust shall apply to these Conditions as if set out

herein, mutatis mutandis.

2. FORM, DENOMINATION AND TITLE

2.1. Form and Denomination

The Certificates are issued in registered form in face amounts of U.S.$200,000 and integral multiples of

U.S.$1,000 in excess thereof (the "Specified Denomination").

A Certificate will be issued to each Certificateholder in respect of its registered holding of Certificates.

Each Certificate will be numbered serially with an identifying number which will be recorded on the

relevant Certificate and in the register of Certificateholders (the "Register") which the Trustee will cause

to be kept by the Registrar in accordance with the provisions of the Agency Agreement. Each Certificate

will bear the following legend:

"The Certificates are not obligations of the International Bank for Reconstruction and

Development or of any Government."

Upon issue, the Certificates will be represented by interests in the Global Certificate, in fully registered

form, which will be deposited with, and registered in the name of a nominee for, a common depositary

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for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,

Luxembourg"). Interests in the Global Certificate will be shown on, and transfers thereof will only be

effected through, records maintained by Euroclear and Clearstream, Luxembourg (as applicable), and

their respective participants.

2.2. Title

Title to the Certificates passes only by registration in the Register. Subject to the terms of any relevant

Global Certificate, the registered holder of any Certificate will (except as otherwise required by law) be

treated as the absolute owner of the Certificates represented by the Certificate for all purposes (whether

or not any payment thereon is overdue and regardless of any notice of ownership, obligation or any

interest or any writing on, or the theft or loss of, the Certificate) and no person will be liable for so

treating the holder of any Certificate.

3. TRANSFERS OF CERTIFICATES

3.1. Transfers

Subject to Condition 3.4, Condition 3.5, the limitations as to transfer set out in Condition 2.2 and the

provisions of the Agency Agreement, a Certificate may be transferred in whole or in an amount equal to

the Specified Denomination or any integral multiple thereof by depositing the Certificate, with the form

of transfer on the back duly completed and signed, at the Specified Office of the Registrar or the Transfer

Agent together with such evidence as the Registrar or (as the case may be) such Transfer Agent may

reasonably require to prove the title of the transferor and the individuals who have executed the forms of

transfer.

Transfers of interests in the Certificates represented by a Global Certificate will be effected in accordance

with the rules of the relevant clearing system through which the interest is held.

3.2. Delivery of New Certificates

Each new Certificate to be issued upon any transfer of Certificates will, within five business days of

receipt by the Registrar or the Transfer Agent of the duly completed form of transfer endorsed on the

relevant Certificate, be mailed by uninsured mail at the risk of the holder entitled to the Certificate to the

address specified in the form of transfer.

Where some but not all of the Certificates in respect of which a Certificate is issued are to be transferred,

a new Certificate in respect of the Certificates not so transferred will, within five business days of receipt

by the Registrar or the Transfer Agent of the original Certificate, be mailed by uninsured mail at the risk

of the holder of the Certificates not so transferred to the address of such holder appearing on the Register

or as specified in the form of transfer.

Except in the limited circumstances described in the Global Certificate, owners of interests in a Global

Certificate will not be entitled to receive physical delivery of individual certificates in respect of their

individual holdings of Certificates.

For the purposes of this Condition 3.2, "business day" shall mean a day on which banks are open for

business in the city in which the Specified Office of the Registrar or the Transfer Agent with whom a

Certificate is deposited in connection with a transfer is located.

3.3. Formalities Free of Charge

Registration of any transfer of Certificates will be effected without charge on behalf of the Trustee by the

Registrar or any Transfer Agent but upon payment (or the giving of such indemnity as the Trustee, the

Registrar or any Transfer Agent may reasonably require) by the transferee in respect of any stamp duty,

tax or other governmental charges which may be imposed in relation to such transfer.

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3.4. Closed Periods

No Certificateholder may require the transfer of a Certificate to be registered during the period of seven

days ending on (and including) any Periodic Distribution Date or, as the case may be, any Dissolution

Date.

3.5. Regulations

All transfers of Certificates and entries on the Register will be made subject to the detailed regulations

concerning transfer of Certificates scheduled to the Declaration of Trust (as amended from time to time).

A copy of the current regulations will be mailed (free of charge) by the Registrar to any Certificateholder

who requests in writing a copy of such regulations.

4. STATUS AND LIMITED RECOURSE

4.1. Status

Each Certificate represents an undivided ownership interest in the Trust Assets and is a direct, unsecured,

unsubordinated and limited recourse obligation of the Trustee. Each Certificate will rank pari passu,

without preference or priority, with all other Certificates issued in accordance with these Conditions.

4.2. Limited Recourse

Save as provided in this Condition 4.2, the Certificates do not represent an interest in or obligation of any

of the Trustee, IFC, the Delegate, any of the Agents or any of their respective affiliates. The proceeds of

the Trust Assets are the sole source of payments on the Certificates. The net proceeds of the realisation

of, or enforcement with respect to, the Trust Assets may not be sufficient to make all payments due in

respect of the Certificates. Subject to Condition 13, each Certificateholder, by subscribing for or

acquiring the Certificates, acknowledge that, notwithstanding anything to the contrary contained in these

Conditions or any Transaction Document:

(a) no payment of any amount whatsoever under or in connection with these Conditions or under any

relevant Transaction Document shall be made by the Trustee or the Delegate or any of their

directors, officers, employees or agents on their behalf except to the extent funds are available

therefor from the relevant Trust Assets and further acknowledges and agrees that no recourse shall

be had for the payment of any amount due and owing hereunder, whether for the payment of any

fee or other amount under, or any other obligation or claim arising out of or based upon, these

Conditions or under any relevant Transaction Document, against the Trustee or the Delegate to the

extent the Trust Assets have been exhausted following which all obligations of the Trustee shall

be extinguished;

(b) it will not petition for, institute, or join with any other person in instituting proceedings for, the

reorganisation, arrangement, liquidation, bankruptcy, winding-up or receivership or other

proceedings under any bankruptcy or similar law against the Trustee (and/or its directors), the

Delegate, the Agents or any of their respective directors, officers, employees, agents, shareholders

or affiliates;

(c) no recourse (whether by institution or enforcement of any legal proceedings or assessment or

otherwise) in respect of any breaches of any duty, obligation or undertaking of the Trustee or the

Delegate arising under or in connection with these Conditions or under any relevant Transaction

Document by virtue of any customary law, statute or otherwise shall be had against any

shareholder, officer, employee, agent, director or corporate services provider of the Trustee or the

Delegate in their capacity as such for any breaches by the Trustee or the Delegate and any and all

personal liability of every such shareholder, officer, employee, agent, director or corporate

services provider of the Trustee or the Delegate in its capacity as such for any breaches by the

Trustee or the Delegate of any such duty, obligation or undertaking is hereby expressly waived

and excluded to the extent permitted by law. The obligations of the Trustee and the Delegate

under these Conditions or under any relevant Transaction Document are corporate or limited

liability obligations of the Trustee and no personal liability shall attach to or be incurred by the

shareholders, members, officers, employees, agents, directors or corporate services provider of the

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Trustee or the Delegate (in their capacity as such), save in the case of their wilful default or actual

fraud; and

(d) it shall not be entitled to claim or exercise any right of set-off, counterclaim, abatement or other

similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of any

sums due under these Conditions or under any relevant Transaction Document with respect to any

liability owed by it to the Trustee or claim any lien or other rights over any property held by it on

behalf of the Trustee.

Reference in this Condition 4.2 to wilful default or actual fraud means a finding to such effect by a court

of competent jurisdiction in relation to the conduct of the relevant party.

Pursuant to the terms of the Transaction Documents, IFC is obliged to make payments under the relevant

Transaction Documents to which it is a party directly to or to the order of the Trustee. Such payment

obligations form part of the Trust Assets and the Trustee and the Delegate (acting in the name and on

behalf of the Trustee) will thereby have direct recourse against IFC to recover payments due to the

Trustee from IFC pursuant to such Transaction Documents notwithstanding any other provision of this

Condition 4.2. Such right of the Trustee and the Delegate shall constitute an unsecured claim against

IFC. None of the Certificateholders, the Trustee and the Delegate shall be entitled to claim any priority

right in respect of any specific assets of IFC in connection with the enforcement of any such claim.

5. TRUST

5.1. Summary

Pursuant to the Declaration of Trust, the Trustee will declare a trust (the "Trust") for the benefit of the

Certificateholders and will hold the Trust Assets upon trust absolutely for and on behalf of the

Certificateholders pro rata according to the face amount of Certificates held by each holder.

On the Issue Date, the Trustee will apply the Issuance Proceeds (as the "Purchase Price") to purchase

IFC's interests, rights, title, benefits and entitlements, present and future, in, to and under the Initial

Portfolio pursuant to the Sale and Purchase Agreement.

Under the Service Agency Agreement, the Trustee will appoint IFC as the Service Agent to perform

certain Services in respect of the Sukuk Assets for the duration of the Services Term.

On the business day prior to each Periodic Distribution Date, the Service Agent shall:

(i) after payment to itself for any unpaid Service Agent Liabilities Amounts, use amounts standing

to the credit of the Profit Collection Account to pay to the Transaction Account an amount

which is intended to be sufficient to fund the Periodic Profit Amount due on such Periodic

Distribution Date; and

(ii) use amounts standing to the credit of the Principal Collection Account to pay to the Transaction

Account an amount which is intended to be sufficient to fund the Periodic Principal Amount due

on such Periodic Distribution Date,

and, in each case, any such amounts paid into the Transaction Account shall be applied by the Trustee for

that purpose.

On the business day prior to a Dissolution Date:

(1) the Service Agent shall pay all amounts standing to the credit of the Principal Collection Account

and the Profit Collection Account to the Transaction Account; and

(2) the Trustee will have the right under the Purchase Undertaking to require IFC to purchase and

accept the transfer of all of the Trustee's interests, rights, title, benefits and entitlements, present

and future, in, to and under the Portfolio in consideration for payment by IFC of the Exercise

Price,

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and, in each case, any such amounts paid into the Transaction Account shall be applied by the Trustee for

payment of the relevant Dissolution Distribution Amount payable on such Dissolution Date.

5.2. Application of Proceeds from Trust Assets

On each Periodic Distribution Date or any Dissolution Date the relevant Paying Agent will apply the

monies standing to the credit of the Transaction Account in the following order of priority:

(a) first, (to the extent not previously paid) to the Delegate in respect of all amounts owing to it or any

Appointee under, or which it is entitled to receive pursuant to, the Transaction Documents in its

capacity as Delegate in accordance with the terms of the Declaration of Trust and to any receiver,

manager or administrative receiver or any other analogous officer and any agent approved or

employed in respect of the Trust by the Delegate in accordance with the Declaration of Trust;

(b) second, (to the extent not previously paid) to pay pro rata and pari passu: (i) to the Trustee in

respect of all properly incurred and documented amounts payable to it under the Transaction

Documents in its capacity as Trustee; (ii) to each Agent in respect of all amounts owing to such

Agent on account of its fees, costs, charges and expenses and the payment or satisfaction of any

liability properly incurred by such Agent pursuant to the Agency Agreement or the other

Transaction Documents in its capacity as Agent; and (iii) the Corporate Administrator in respect

of all amounts payable to it on account of its fees, costs, charges and expenses and the payment or

satisfaction of any Liability incurred by the Corporate Administrator pursuant to the Corporate

Services Agreement and the Registered Office Agreement;

(c) third, (to the extent not previously paid) in or towards payment pari passu and rateably of all

Periodic Distribution Amounts due and unpaid;

(d) fourth, only if such payment is made on a Dissolution Date, in or towards payment pari passu and

rateably of the Dissolution Distribution Amount; and

(e) fifth, only after all necessary payments above have been made in full, to IFC.

6. COVENANTS

The Trustee covenants that, among other things, for so long as any Certificate is outstanding (as defined

in the Declaration of Trust), it shall not:

(a) incur any indebtedness in respect of any financing whatsoever, or give any guarantee in respect of

any obligation of any person other than those in issue as at the Issue Date or as permitted pursuant

to any Transaction Document;

(b) secure any of its present or future indebtedness for any financing by any lien, pledge, charge or

other security interest upon any of its present or future assets, properties or revenues (other than

those arising by operation of law) except pursuant to any Transaction Document;

(c) sell, transfer, assign, participate, exchange, or pledge, mortgage, hypothecate or otherwise

encumber (by security interest, lien (statutory or otherwise), preference, priority or other security

agreement or preferential arrangement of any kind or nature whatsoever or otherwise) (or permit

such to occur or suffer such to exist), any part of its title to any of the Trust Assets or any interest

therein except pursuant to any Transaction Document;

(d) use the Issuance Proceeds for any purpose other than as provided for under the Transaction

Documents;

(e) subject to Condition 16, amend or agree to any amendment of any of the Transaction Documents

to which it is a party other than in accordance with the terms thereof;

(f) exercise its option under the Purchase Undertaking except in its capacity as Trustee;

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(g) act as trustee in respect of any trust other than the Trust, or in respect of any parties other than the

Certificateholders and/or act as agent for any trust arrangement (other than the Trust);

(h) have any subsidiaries or employees;

(i) redeem any of its shares or pay any dividend or make any other distribution to its shareholders;

(j) put to its directors or shareholders any resolution for or appoint any liquidator for its winding up

or any resolution for the commencement of any other bankruptcy or insolvency proceedings with

respect to it; or

(k) enter into any contract, transaction, amendment, obligation or liability other than the Transaction

Documents and any subscription agreement connected to the issue of the Certificates or engage in

any business or activity other than:

(i) as provided for or permitted in the Transaction Documents;

(ii) the ownership, management and disposal of the Trust Assets as provided in the

Transaction Documents; and

(iii) such other matters which are incidental thereto.

7. PERIODIC DISTRIBUTION PROVISIONS

7.1. Periodic Distribution Amount

Subject to Condition 5.2 and Condition 8, the Principal Paying Agent shall distribute to holders of the

Certificates, out of amounts transferred to the Transaction Account, a distribution in relation to the

Certificates on each Periodic Distribution Date equal to the applicable Periodic Distribution Amount.

The Periodic Distribution Amount payable on any Periodic Distribution Date shall be distributed pro rata

to each Certificateholder (in an amount calculated by multiplying the Periodic Distribution Amount by a

fraction of which the numerator is the face amount of the relevant Certificateholder's Certificates and the

denominator is the aggregate face amount of the Certificates outstanding on the relevant Periodic

Distribution Date, and rounding the resultant figure to the nearest U.S.$0.01 with U.S.$0.005 being

rounded upwards).

The "Periodic Distribution Amount" payable on each Periodic Distribution Date shall be the aggregate

of the Periodic Principal Amount and the Periodic Profit Amount payable on such Periodic Distribution

Date.

7.2. Publication

Following determination of the Periodic Distribution Amount for the forthcoming Periodic Distribution

Period and the related Periodic Distribution Date by the Principal Paying Agent, the Principal Paying

Agent shall, if required to do so by the rules of the relevant stock exchange, listing authority and/or

quotation system, notify, or shall procure the notification to, the stock exchange or quotation system on

which the Certificates are listed and/or traded at the relevant time, as soon as practicable after the

determination thereof but in no event later than the first day of the relevant Periodic Distribution Period,

details of such Periodic Distribution Amount. In addition, the Principal Paying Agent shall arrange for

such Periodic Distribution Amount to be published in accordance with Condition 15 as soon as

practicable after its determination but in no event later than the fourth Business Day thereafter.

Each Periodic Distribution Amount and Periodic Distribution Date may subsequently be amended (or

appropriate alternative arrangements made by way of adjustment) without notice in the event of an

extension or shortening of the related Periodic Distribution Period. In the event of any such amendment,

the Principal Paying Agent shall, as soon as practicable thereafter, notify the stock exchange, listing

authority and/or quotation system, on which the Certificates are listed and/or traded at the relevant time

of the amended Periodic Distribution Amount and Periodic Distribution Date, and shall arrange for such

amended Periodic Distribution Amount and Periodic Distribution Date to be published in accordance

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with Condition 15 as soon as practicable after determination of such amendment but in no event later

than the fourth Business Day thereafter.

7.3. Notifications etc.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,

expressed, made or obtained for the purposes of this Condition 7 by the Principal Paying Agent on behalf

of the Trustee will (in the absence of manifest error) be binding on the Trustee, IFC, the Delegate, the

Agents and the Certificateholders. No liability to the Trustee, IFC, the Delegate, the Agents or the

Certificateholders shall attach to the Principal Paying Agent in connection with the exercise or non-

exercise by it of its powers, duties and discretions for such purposes.

7.4. Cessation of Accrual

No further amounts will be payable on any Certificate from and including its due date for redemption.

8. PAYMENT

8.1. Payments in Respect of Certificates

Payment of each Periodic Distribution Amount and, subject to Condition 8.3, the relevant Dissolution

Distribution Amount will be made to the holder shown on the Register at the close of business on the

relevant Record Date and will be made by the relevant Paying Agent in U.S. dollars by wire transfer in

same day funds to the registered account of each Certificateholder. Payments of the Periodic Distribution

Amount will only be made against write-down of the aggregate face amount of the Certificates then

outstanding to the amount so specified in Schedule 1 in respect of the relevant Periodic Distribution

Date. Payments of the Dissolution Distribution Amount will only be made against surrender of the

relevant Certificate at the Specified Office of the relevant Paying Agent.

For the purposes of these Conditions:

(a) a Certificateholder's "registered account" means an account denominated in U.S. dollars

maintained by or on behalf of it with a bank that processes payments in U.S. dollars, details of

which appear on the Register at the close of business on the relevant Record Date;

(b) a Certificateholder's "registered address" means its address appearing on the Register at that

time; and

(c) "Record Date" means:

(i) in the case of the payment of a Periodic Distribution Amount, the close of business on the

day prior to the relevant Periodic Distribution Date; and

(ii) in the case of the payment of the Dissolution Distribution Amount, the date falling two

Payment Business Days before the Dissolution Date or other due date for the payment of

the Dissolution Distribution Amount.

8.2. Payments Subject to Applicable Laws

Payments in respect of Certificates are subject in all cases to any fiscal or other laws, regulations and

directives applicable in the place of payment, but without prejudice to the provisions of Condition 10.

8.3. Payment only on a Business Day

Where payment is to be made by transfer to a registered account, payment instructions (for value the due

date or, if that is not a Business Day, for value the first following day which is a Business Day) will be

initiated by the relevant Paying Agent, on the due date for payment or, in the case of a payment of the

Dissolution Distribution Amount, if later, on the Business Day on which the relevant Certificate is

surrendered at the Specified Office of the relevant Paying Agent.

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Certificateholders will not be entitled to any additional Periodic Distribution Amount, Dissolution

Distribution Amount or other payment for any delay after the due date in receiving the amount due if the

due date is not a Business Day, if the relevant Certificateholder is late in surrendering its Certificate (if

required to do so).

If the amount of any Periodic Distribution Amount or the Dissolution Distribution Amount is not paid in

full when due, the Registrar will annotate the Register with a record of the amount actually paid.

8.4. Agents

In acting under the Agency Agreement and in connection with the Certificates, the Agents act solely as

agents of the Trustee and (to the extent provided in the Declaration of Trust and the Agency Agreement)

the Delegate and do not assume any obligations towards or relationship of agency with any of the

Certificateholders or any other party to the Transaction Documents.

The names of the initial Agents and their initial Specified Offices are set out in this Condition 8. The

Trustee reserves the right at any time to vary or terminate the appointment of any Agent and/or to appoint

additional or other Agents provided that: (a) it will at all times maintain a Principal Paying Agent and a

Registrar; (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing

authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a

Transfer Agent having its Specified Office in such place (if any) as may be required by the rules of such

listing authority, stock exchange and/or quotation system; and (c) there will at all times be a Paying

Agent (which may be the Principal Paying Agent) located in an EU Member State that is not obliged to

withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings

income or any law implementing or complying with, or introduced in order to conform to, such

Directive.

Notice of any such change or any change of any Specified Office shall be given to the Certificateholders

in accordance with Condition 15 and to the Trustee and the Delegate in accordance with the provisions of

the Agency Agreement.

The name and Specified Office of the Principal Paying Agent and Transfer Agent:

Citibank N.A., London Branch

Citigroup Centre

Canary Wharf

London E14 5LB

United Kingdom

The name and Specified Office of the Registrar:

Citigroup Global Markets Deutschland AG

Reuterweg 16

D-60323 Frankfurt am Main

Germany

9. CAPITAL DISTRIBUTIONS

9.1. Redemption on the Scheduled Dissolution Date

Unless previously redeemed, the Certificates shall be redeemed in full by the Trustee on the Scheduled

Dissolution Date at the Dissolution Distribution Amount as of such date, and the Trust shall be dissolved

following such payment in full.

The Dissolution Distribution Amount payable on the Scheduled Dissolution Date shall be distributed pro

rata to each Certificateholder (in an amount calculated by multiplying the Dissolution Distribution

Amount by a fraction of which the numerator is the face amount of the relevant Certificateholder's

Certificates and the denominator is the aggregate face amount of the Certificates outstanding on the

Scheduled Dissolution Date, and rounding the resultant figure to the nearest U.S.$0.01 with U.S.$0.005

being rounded upwards).

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9.2. Redemption following a Dissolution Event

Following the occurrence of a Dissolution Event, the Certificates may, subject to Condition 12, be

redeemed by the Trustee in full on the Dissolution Redemption Date at the Dissolution Distribution

Amount as of such date and the Trust shall be dissolved following such payment in full.

The Dissolution Distribution Amount payable on any Dissolution Redemption Date shall be distributed

pro rata to each Certificateholder (in an amount calculated by multiplying the Dissolution Distribution

Amount by a fraction of which the numerator is the face amount of the relevant Certificateholder's

Certificates and the denominator is the aggregate face amount of the Certificates outstanding on the

Dissolution Redemption Date and rounding the resultant figure to the nearest U.S.$0.01 with U.S.$0.005

being rounded upwards).

9.3. Redemption following a Tax Event

Upon the occurrence of a Tax Event and the exercise by IFC of its option under the Sale Undertaking and

the Trustee giving Certificateholders not less than 30 days' and not more than 65 days' notice prior to the

Periodic Distribution Date specified in the notice (the "Tax Redemption Date") given by the Trustee to

the Certificateholders in accordance with Condition 15 (which notice shall be irrevocable), all, but not

some only, of the Certificates will be redeemed in whole at the Dissolution Distribution Amount,

provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on

which the Trustee would be obliged to pay such additional amounts were a payment in respect of the

Certificates then due.

Prior to the publication of any notice of redemption pursuant to this Condition 9.3, the Trustee shall

deliver to the Delegate: (a) a certificate signed by two directors of the Trustee stating that the obligation

referred to above cannot be avoided by the Trustee (having taken reasonable measures available to it);

and (b) an opinion of independent legal or tax advisers of recognised international standing to the effect

that such Tax Event has occurred (irrespective of whether the relevant amendment or change is then

effective), and the Delegate shall (without any investigation required of it) accept such certificate and

opinion as sufficient evidence of the conditions set out above without liability to any person in which

event it shall be conclusive and binding on the Certificateholders.

Following the occurrence of a Tax Event, the Certificates shall be redeemed in full by the Trustee on the

Tax Redemption Date at the Dissolution Distribution Amount as of such date and the Trust shall be

dissolved following such payment in full.

The Dissolution Distribution Amount payable on any Tax Redemption Date shall be distributed pro rata

to each Certificateholder (in an amount calculated by multiplying the Dissolution Distribution Amount

by a fraction of which the numerator is the face amount of the relevant Certificateholder's Certificates

and the denominator is the aggregate face amount of the Certificates outstanding on the Tax Redemption

Date and rounding the resultant figure to the nearest U.S.$0.01 with U.S.$0.005 being rounded upwards).

For the purposes of this Condition 9.3, "Tax Event" means:

(a) the Trustee has or will become obliged to pay additional amounts as provided or referred to in

Condition 10 as a result of any change in, or amendment to, the laws or regulations of a Relevant

Jurisdiction or any change in the application or official interpretation of such laws or regulations

(including a holding by a court of competent jurisdiction), which change or amendment becomes

effective on or after the Issue Date, and such obligation cannot be avoided by the Trustee taking

reasonable measures available to it; or

(b) the Trustee has received notice from IFC or the Service Agent (as the case may be) that it has or

will become obliged to pay additional amounts pursuant to the terms of the Transaction

Documents to which it is a party as a result of any change in, or amendment to, the laws or

regulations of a Relevant Jurisdiction or any change in the application or official interpretation of

such laws or regulations (including a holding by a court of competent jurisdiction), which change

or amendment becomes effective on or after the Issue Date, and such obligation cannot be avoided

by IFC taking reasonable measures available to it.

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9.4. Cancellation

All Certificates which are:

(a) redeemed in full will forthwith be cancelled and accordingly may not be held, re-issued or sold; or

(b) surrendered for cancellation by IFC on a Periodic Distribution Date shall be cancelled by the

Trustee following notice of such cancellation by the Trustee to the Principal Paying Agent, the

Registrar and any other relevant Agent. The Trustee shall make any necessary or desirable

modifications to Schedule 1 and the Transaction Documents reflecting the reduction in the

outstanding face amount of the Certificates resulting from such cancellation, subject to IFC being

solely responsible for the payment of all fees, costs and expenses arising from any cancellation of

its Certificates or such modifications, including any legal fees for the issuances of legal opinions

and assurances required by the Trustee.

Subject to certain conditions, IFC shall be entitled to exercise its rights under the Sale Undertaking to

require the Trustee to cancel the relevant Certificates so purchased in consideration for:

(i) the transfer to IFC of certain Portfolio Assets; and/or

(ii) payment by the Trustee of a cash amount (the "Cancellation Amount").

9.5. No other Redemption or Capital Distributions

The Trustee shall not be entitled to redeem the Certificates, and the Certificateholders shall not be

entitled to receive capital distributions, otherwise than as provided in this Condition 9.

10. TAXATION

All payments in respect of the Certificates by the Trustee shall be made free and clear of, and without

withholding or deduction for or on account of, any present or future taxes, duties, assessments or

governmental charges of whatever nature, imposed or levied, collected, withheld or assessed by or on

behalf of any Relevant Jurisdiction ("Taxes"), unless the withholding or deduction of the Taxes is

required by law. In such event, the Trustee will pay such additional amounts as shall be necessary in

order that the full amount which otherwise would have been due and payable under the Certificates (if no

such withholding or deduction had been made or required to be made) is received by the

Certificateholders, except that no such additional amount shall be payable by the Trustee in relation to

any payment in respect of any Certificate:

(a) presented for payment (where presentation is required) by or on behalf of a holder who is liable

for such Taxes in respect of such Certificate by reason of having some connection with the

Relevant Jurisdiction other than the mere holding of such Certificate; or

(b) presented for payment (where presentation is required) more than 30 days after the due date for

payment of the Dissolution Distribution Amount except to the extent that a holder would have

been entitled to additional amounts on presenting the same for payment on the last day of the

period of 30 days assuming, whether or not such is in fact the case, that day to have been a

Business Day; or

(c) presented for payment (where presentation is required) by or on behalf of a holder who would not

be liable or subject to the withholding or deduction by making a declaration of non-residence or

other similar claim for exemption to the relevant tax authority; or

(d) where such withholding or deduction is imposed on a payment to an individual and is required to

be made pursuant to the European Council Directive 2003/48/EC or any law implementing or

complying with, or introduced in order to conform to, such Directive; or

(e) presented for payment (where presentation is required) by or on behalf of a Certificateholder who

would be able to avoid such withholding or deduction by presenting the relevant Certificate to

another Paying Agent in a Member State of the European Union.

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IFC has pursuant to the Declaration of Trust undertaken to pay to the Trustee (for the benefit of the

Certificateholders) an amount equal to the liabilities of the Trustee in respect of any additional amounts

required to be paid in respect of the Certificates pursuant to this Condition 10.

11. PRESCRIPTION

The right to receive distributions in respect of the Certificates will be forfeited unless claimed within a

period of 10 years (in the case of the Dissolution Distribution Amount) and five years (in the case of

Periodic Distribution Amounts) from the Relevant Date in respect thereof. None of the Trustee, the

Agents or the Delegate shall be responsible or liable for any amounts so prescribed.

12. DISSOLUTION EVENTS

The occurrence of any of the following events shall constitute a "Dissolution Event":

(a) a default is made in the payment of any Periodic Distribution Amount or the Dissolution

Distribution Amount, as applicable, on the date fixed for payment thereof and such default

continues unremedied for a period of the lesser of: (i) two Business Days after an amount equal to

that Periodic Distribution Amount or Dissolution Distribution Amount, as applicable, has been

paid into the Transaction Account; and (ii) the expiry of the Payment Grace Period; or

(b) an Event of Default occurs and is continuing; or

(c) at any time it is or will become unlawful for the Trustee to perform or comply with any of its

obligations under the Transaction Documents to which it is a party or any of the obligations of the

Trustee under the Transaction Documents to which it is a party are not, or cease to be, legal, valid,

binding and enforceable; or

(d) either:

(i) the Trustee becomes insolvent or is unable to pay its debts as they fall due; or

(ii) an administrator or liquidator of the whole or substantially the whole of the undertaking,

assets and revenues of the Trustee is appointed (or application for any such appointment

is made); or

(iii) the Trustee takes any action for a readjustment or deferment of any of its obligations or

makes a general assignment or an arrangement or composition with or for the benefit of

its creditors; or

(iv) the Trustee ceases or threatens to cease to carry on all or substantially the whole of its

business (otherwise than for the purposes of or pursuant to an amalgamation,

reorganisation or restructuring whilst solvent); or

(e) an order or decree is made or an effective resolution is passed for the winding up, liquidation or

dissolution of the Trustee; or

(f) any event occurs which under the laws of the Cayman Islands has an analogous effect to any of

the events referred to in paragraph (d) and paragraph (e) above.

Upon the occurrence of a Dissolution Event, the Trustee shall give notice of the occurrence of such

Dissolution Event to the Delegate and the Certificateholders in accordance with Condition 15 with a

request to such Certificateholders to indicate if they wish the Trust to be dissolved.

Upon the occurrence of a Dissolution Event following the issuance of a notice pursuant to the preceding

paragraph, the Delegate in its sole discretion may, and if so requested in writing by the holders of at least

25 per cent. of the aggregate face amount of the Certificates then outstanding or if so directed by an

Extraordinary Resolution of the holders of the Certificates shall (subject in each case to being

indemnified and/or secured and/or prefunded to its satisfaction), give notice to all the holders of such

Certificates in accordance with Condition 15 that the Certificates are immediately due and payable at the

- 34 -

Dissolution Distribution Amount on the date specified in such notice (the "Dissolution Redemption

Date") and that the Trust is to be dissolved on the day after the last outstanding Certificate has been paid

in full.

IFC has agreed in the Purchase Undertaking that if any of the following events occurs and is continuing

it will constitute an "Event of Default":

(1) IFC fails to pay any amount due under any Transaction Document when due, and such failure

continues unremedied beyond the Payment Grace Period; or

(2) IFC fails to make any payment when due in respect of any notes, bonds or similar obligations

which shall have been issued, assumed or guaranteed by IFC, provided that the aggregate of such

amounts due but unpaid equals or exceeds U.S.$20,000,000 (or its equivalent in any other

currency or currencies) and such failure continues unremedied for a period of 90 days.

13. ENFORCEMENT AND EXERCISE OF RIGHTS

13.1. Actions by Delegate

Subject to Condition 13.2, upon the occurrence of a Dissolution Event, to the extent that the amounts

payable in respect of the Certificates have not been paid in full in accordance with these Conditions, the

Delegate shall take one or more of the following steps:

(a) enforce the provisions of the Purchase Undertaking against IFC in accordance with the provisions

of the Declaration of Trust; and/or

(b) enforce the provisions of the Service Agency Agreement against IFC in its capacity as Service

Agent in accordance with the provisions of the Declaration of Trust; and/or

(c) take such other steps as the Delegate may consider necessary to recover amounts due to the

Certificateholders.

Notwithstanding the foregoing, the Delegate may at any time, at its discretion and without notice, take

such proceedings and/or other steps as it may think fit against or in relation to the Trustee and/or IFC to

enforce its respective obligations under the Transaction Documents, the Conditions and the Certificates.

13.2. Trustee and Delegate not bound to act

Neither the Trustee nor the Delegate shall be bound to take any action in relation to the Trust Assets or

any Dissolution Event or to take any proceedings or any other steps under these Conditions or the

Transaction Documents unless required to do so: (a) by an Extraordinary Resolution; or (b) in writing by

Certificateholders holding at least 25 per cent. of the aggregate face amount of the Certificates then

outstanding, and in either case, then only if it shall be indemnified and/or secured and/or prefunded to its

satisfaction against any Liability to which it may render itself liable or which it may incur by so doing.

13.3. Certificateholders not entitled to proceed directly

No Certificateholder shall be entitled to proceed directly against the Trustee or IFC arising under the

Trust Assets or the Certificates or to enforce the performance of any provisions of any of the Transaction

Documents or for any other reason unless: (a) the Delegate has resigned its appointment in accordance

with the terms of the Declaration of Trust; and (b) no successor or replacement has been appointed in its

place (in accordance with the terms of the Declaration of Trust). Under no circumstances shall the

Trustee, the Delegate or any Certificateholder have any right to cause the sale or other disposition of any

of the Trust Assets except pursuant to the Purchase Undertaking and the only right of the Trustee and the

Delegate against IFC shall be to enforce IFC's obligations under the Transaction Documents to which it

is a party.

13.4. Satisfaction of Obligation of Trustee and Delegate

Condition 13.1, Condition 13.2 and Condition 13.3 are subject to this Condition 13.4. After enforcing

and distributing or realising the Trust Assets and distributing the net proceeds of the Trust Assets in

- 35 -

accordance with Condition 5.2, the obligations of the Delegate and the Trustee in respect of the

Certificates shall be satisfied and no Certificateholder may take any steps against the Trustee or the

Delegate to recover any sums in respect of the Certificates and the right to receive any such sums unpaid

shall be extinguished. In particular, no Certificateholder shall be entitled in respect thereof to petition or

to take any other steps for the winding-up of the Trustee or the Delegate, nor shall any of them have any

claim in respect of the Trust Assets of any other trust established by the Trustee.

14. REPLACEMENT OF CERTIFICATES

If any Definitive Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the

Specified Office of the Registrar and/or the relevant Paying Agent upon payment by the claimant of the

expenses incurred in connection with the replacement and on such terms as to evidence, security and

indemnity as the Trustee, the Delegate and the Registrar and/or the relevant Paying Agent may

reasonably require. Mutilated or defaced Definitive Certificates must be surrendered before replacements

will be issued.

15. NOTICES

All notices to the Certificateholders will be valid if:

(a) published in a daily newspaper (which will be in a leading English language newspaper having

general circulation) in London approved by the Trustee; or

(b) mailed to them by first class pre-paid registered mail (or its equivalent) or (if posted to an

overseas address) by air mail at their respective addresses in the Register.

In addition, the Trustee shall also ensure that notices are duly given or published in a manner which

complies with the rules and regulations of any listing authority, stock exchange and/or quotation system

(if any) by which the Certificates have then been admitted to listing, trading and/or quotation. Any notice

shall be deemed to have been given on the second day after being so mailed or on the date of publication

or, if so published more than once or on different dates, on the date of the first publication.

So long as all the Certificates are represented by the Global Certificate and the Global Certificate is held

on behalf of a clearing system, notices to Certificateholders may be given by delivery of the relevant

notice to that clearing system for communication by it to entitled Certificateholders in substitution for

notification as required by the Conditions except that, so long as the Certificates are listed on any stock

exchange, notices shall also be published in accordance with the rules of such stock exchange. Any such

notice shall be deemed to have been given to the Certificateholders on the day after the day on which

such notice is delivered to the relevant clearing system.

16. MEETINGS OF CERTIFICATEHOLDERS, MODIFICATION, WAIVER, AUTHORISATION

AND DETERMINATION

16.1. Meetings of Certificateholders

The Delegate and/or the Trustee may convene meetings of Certificateholders in accordance with the

provisions contained in the Declaration of Trust to consider any matter affecting their interests, including

the modification or abrogation by Extraordinary Resolution of these Conditions or the provisions of the

Declaration of Trust or any other Transaction Documents. The quorum at any meeting for passing an

Extraordinary Resolution (other than in respect of a Reserved Matter) will be one or more

Certificateholders, proxies or representatives holding or representing in the aggregate more than 50 per

cent. in face amount of the Certificates for the time being outstanding or, at any adjourned such meeting,

one or more Certificateholders, proxies or representatives holding or representing whatever the

outstanding face amount of the Certificates held or represented by him or them. To be passed, an

Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the

persons voting on a show of hands or, if a poll is demanded, a majority of not less than 75 per cent. of the

votes cast on such poll. An Extraordinary Resolution duly passed at any meeting of Certificateholders

will be binding on all holders of the Certificates, whether or not they are present at the meeting and

whether or not voting.

- 36 -

16.2. Modification

The Trustee or, as the case may be, the Delegate may agree, without the consent or sanction of the

Certificateholders, to any modification of, or to the waiver or authorisation of any breach or proposed

breach of, any of the Conditions or any of the provisions of the Declaration of Trust or of any other

Transaction Documents, or determine, without any such consent as aforesaid, that any Dissolution Event

shall not be treated as such, if, in the opinion of the Trustee or, as the case may be, the Delegate:

(a) such modification is of a formal, minor or technical nature; or

(b) such modification is made to correct a manifest error; or

(c) such modification is required to effect cancellation of Certificates in accordance with Condition

9.4(b); or

(d) (other than in respect of a Reserved Matter) such modification, waiver, authorisation or

determination is not materially prejudicial to the interests of Certificateholders.

Any such modification, waiver, authorisation or determination may be made on such terms and subject to

such conditions (if any) as the Trustee or, as the case may be, the Delegate may determine, shall be

binding upon the Certificateholders and, unless the Trustee or the Delegate, as the case may be, otherwise

decides, shall as soon as practicable thereafter be notified to Certificateholders in accordance with

Condition 15.

16.3. Entitlement of Trustee

In connection with the exercise by it of any of its trusts (in the case of the Trustee only), powers,

authorities and discretions (including, without limitation, any modification, waiver, authorisation or

determination), the Trustee or, as the case may be, the Delegate (acting on behalf of the

Certificateholders) shall have regard to the general interests of Certificateholders as a class but shall not

have regard to any interests arising from circumstances particular to individual Certificateholders

(whatever their number) and, in particular but without limitation, shall not have regard to the

consequences of any such exercise for individual Certificateholders or groups of Certificateholders

(whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise

connected with, or subject to the jurisdiction of, any particular territory or any political subdivision

thereof and neither the Trustee nor the Delegate shall be entitled to require, nor shall any

Certificateholder be entitled to claim, from the Trustee, the Delegate or any other person any

indemnification or payment in respect of any tax consequence of any such exercise upon individual

Certificateholders except to the extent provided in Condition 10.

16.4. Determinations etc. binding

Any modification, abrogation, waiver, authorisation or determination shall be binding on

Certificateholders and any modification, abrogation, waiver, authorisation or determination shall be

notified by the Trustee (unless the Delegate agrees otherwise) to Certificateholders as soon as practicable

thereafter in accordance with Condition 15.

17. INDEMNIFICATION AND LIABILITY OF THE TRUSTEE AND THE REPRESENTATIVE

17.1. Indemnification of Trustee and Delegate

The Declaration of Trust contains provisions for the indemnification of the Trustee and the Delegate, in

each case in certain circumstances, and for relief from responsibility, including provisions relieving each

of them from taking action (in particular, in connection with the exercise of any of their respective rights

in respect of the Trust Assets) unless indemnified and/or secured and/or prefunded to its satisfaction.

Prior to taking any such action, the Delegate may demand that there be paid in advance such sums as it

considers (without prejudice to any further demand) shall be sufficient to indemnify it. Neither the

Trustee nor the Delegate shall in any circumstances take any action unless directed to do so in

accordance with Condition 13, and then only if the Trustee and/or the Delegate (as the case may be) shall

have been indemnified and/or secured and/or prefunded to their satisfaction.

- 37 -

17.2. No liability to Certificateholders for payments

Each of the Delegate and the Trustee (solely in its capacity as such) makes no representation and assumes

no responsibility for the validity, sufficiency or enforceability of the obligations of IFC under any

Transaction Document to which it is a party and shall not under any circumstances have any liability or

be obliged to account to Certificateholders in respect of any payment which should have been made by

IFC (in each of its relevant capacities under the Transaction Documents) but is not so made, and shall not

in any circumstances have any liability arising from the Trust Assets other than as expressly provided in

these Conditions or the Declaration of Trust. The Delegate is not responsible for monitoring compliance

by IFC with its obligations. IFC is obliged to notify the Delegate of the occurrence of a Dissolution

Event, but is not required to provide regular compliance certificates to the Delegate.

17.3. No liability in respect of Trust Assets

The Delegate and the Trustee shall not be liable in respect of any loss or theft of the Trust Assets or any

cash or for failure in any obligation to insure the Trust Assets or any cash or for any claim arising from

the fact that the Trust Assets or any cash are held by or on behalf of the Trustee or on deposit or in an

account with any depositary or clearing system or are registered in the name of the Trustee or its

nominee.

17.4. Delegate and Trustee not required to incur any Liability

Nothing contained in any Transaction Document, the Certificates or these Conditions shall require the

Delegate or the Trustee to expend or risk its own funds or otherwise incur any Liability in the

performance of any of its duties or in the exercise of any of its rights, powers, authorities or discretions if

it considers that the repayment of such funds or adequate indemnity against, or security for, such risk or

Liability is not assured to it.

17.5. Delegate's Rights

The Declaration of Trust also contains provisions pursuant to which no director or officer of the Delegate

or of any holding, affiliated or associated company of the Delegate shall be precluded from underwriting

the Certificates with or without a commission or other remuneration, or from purchasing or otherwise

acquiring, holding, dealing in or disposing of any securities whatsoever or from being interested in any

contract or transaction or from accepting and holding the office of trustee or administrator for the holders

of any other securities, and in any case neither the Delegate nor any director or officer of the Delegate

shall be liable to the Certificateholders for any profit made by it or him thereby or in connection

therewith.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce

any term of these Conditions, except and to the extent that these Conditions expressly provide for such

Act to apply to any of its terms, but this does not affect any right or remedy of any person which exists or

is available apart from that Act.

19. GOVERNING LAW

19.1. Governing Law

The Certificates (including these Conditions), the Declaration of Trust, the Agency Agreement and any

non-contractual obligations arising out of or in connection with it are governed by English law.

19.2. Jurisdiction

The courts of England have non-exclusive jurisdiction to settle any dispute (a "Dispute"), arising out of

or in connection with the Certificates (including these Conditions), the Declaration of Trust and the

Agency Agreement (including a dispute relating to its existence, validity or termination or any non-

contractual obligation arising out of or in connection therewith) or the consequences of their nullity.

- 38 -

Nothing in this Condition shall limit any right to take proceedings relating to a Dispute ("Proceedings")

against the Trustee or IFC in any other courts with jurisdiction, nor shall the taking of Proceedings in one

or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently

or not.

19.3. Process agent

Each of IFC and the Trustee agrees that the documents which start any Proceedings and any other

documents required to be served in relation to those Proceedings may be served on it by being delivered

to International Finance Corporation at 12th

Floor, Millbank Tower, 21-24 Millbank, London SW1P 4QP,

United Kingdom (for the attention of Deputy Treasurer), or to such other person with an address in

England or Wales and/or at such other address in England or Wales as IFC and/or the Trustee may

specify by notice in writing pursuant to Condition 15. Nothing in this Condition 19.3 shall affect the right

of the Delegate and (only where permitted to do so in accordance with the terms of the Declaration of

Trust) the Certificateholders to serve process in any other manner permitted by law. This Condition 19.3

applies to Proceedings in England and to Proceedings elsewhere.

- 39 -

SCHEDULE 1

PERIODIC PRINCIPAL AMOUNTS

Periodic Distribution Date Periodic Principal Amount (U.S.$) Aggregate face amount of

Certificates outstanding (U.S.$)

Issue Date — 100,000,000

15 March 2016 — 100,000,000

15 September 2016 — 100,000,000

15 March 2017 — 100,000,000

15 September 2017 — 100,000,000

15 March 2018 50,000,000 50,000,000

15 September 2018 — 50,000,000

15 March 2019 — 50,000,000

15 September 2019 — 50,000,000

15 March 2020 — 50,000,000

Scheduled Dissolution Date 50,000,000 —

- 40 -

GLOBAL CERTIFICATE

The Global Certificate contains the following provisions which apply to the Certificates in respect of

which it is issued whilst they are represented by the Global Certificate, some of which modify the effect of

the Conditions. Unless otherwise defined, terms defined in the Conditions have the same meaning in

paragraphs 1 to 7 below.

1. CERTIFICATEHOLDERS

For so long as all of the Certificates are represented by the Global Certificate and the Global

Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, the registered holder of

the Global Certificate shall, except as ordered by a court of competent jurisdiction or as required

by law, be treated as the owner thereof and the expression "Certificateholder" shall be construed

accordingly. Each of the persons (other than another clearing system) who is for the time being

shown in the records of either such clearing system as the holder of a particular aggregate face

amount of such Certificates (the "Accountholders") (in which regard any certificate or other

document issued by a clearing system as to the aggregate face amount of such Certificates standing

to the account of any person shall be conclusive and binding for all purposes save in the case of

manifest error) must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for

its share of each payment made to the Certificateholder. In addition, holders of beneficial interests

in the Global Certificate will not have a direct right to vote in respect of the relevant Certificates.

Instead, such holders will be permitted to act only to the extent that they are enabled by the

relevant clearing system and its participants to appoint appropriate proxies.

2. CANCELLATION

Cancellation of any Certificate represented by the Global Certificate will be effected by reduction

in the aggregate face amount of the Certificates in the Register.

3. PAYMENTS

Payments of the Dissolution Distribution Amount in respect of Certificates represented by the

Global Certificate will be made upon presentation and surrender of the Global Certificate to or to

the order of the Registrar or such other Agent as shall have been notified to the Certificateholder

for such purpose. Distributions of amounts with respect to book-entry interests in the Certificates

held through Euroclear or Clearstream, Luxembourg will be credited to the cash accounts of

participants in the relevant clearing system in accordance with the relevant clearing system's rules

and procedures. A record of each payment made in respect of the Certificates will be entered into

the Register by or on behalf of the Registrar and shall be prima facie evidence that payment has

been made.

4. NOTICES

So long as all the Certificates are represented by the Global Certificate and the Global Certificate

is held on behalf of Euroclear and/or Clearstream, Luxembourg, notices may be given by delivery

of the relevant notice to those clearing systems for communication to their Accountholders in

substitution for notification as required by the Conditions, except that, so long as the Certificates

are listed on any stock exchange, notices shall also be published in accordance with the rules of

such stock exchange. Any such notice shall be deemed to have been given on the day after the day

on which such notice is delivered to the relevant clearing systems.

Whilst any of the Certificates held by a Certificateholder are represented by the Global Certificate,

notices to be given by such Certificateholder may be given (where applicable) through Euroclear

and/or Clearstream, Luxembourg and otherwise in such manner as the Registrar and Euroclear and

Clearstream, Luxembourg may approve for this purpose.

5. REGISTRATION OF TITLE

The Registrar will not register title to the Certificates in a name other than that of a nominee for

the Common Depositary for a period of seven calendar days preceding the due date for any

payment of any Periodic Distribution Amount or the Dissolution Distribution Amount in respect of

the Certificates.

- 41 -

Record dates will be determined in accordance with the standard practices of Euroclear and

Clearstream, Luxembourg.

6. TRANSFERS

Transfers of book-entry interests in the Certificates will be effected through the records of

Euroclear or Clearstream, Luxembourg and their respective direct and indirect participants in

accordance with their respective rules and procedures.

7. EXCHANGE FOR DEFINITIVE CERTIFICATES

Interests in the Global Certificate will be exchanged (free of charge) for Certificates in definitive

form upon the occurrence of an Exchange Event.

For these purposes, "Exchange Event" means that: (a) the Delegate has given notice in

accordance with Condition 12 (Dissolution Events) that a Dissolution Event has occurred and is

continuing; or (b) the Trustee has been notified that both Euroclear and Clearstream, Luxembourg

have been closed for business for a continuous period of 14 days (other than by reason of holiday,

statutory or otherwise) or have announced an intention permanently to cease business or have in

fact done so and no successor or alternative clearing system satisfactory to the Trustee is available.

Upon the occurrence of an Exchange Event, the Trustee will issue Definitive Certificates in

exchange for the whole of the Global Certificate within 30 days of the occurrence of the relevant

Exchange Event upon presentation of the Global Certificate by the person in whose name it is

registered in the Register on any day (other than a Saturday or Sunday) on which banks are open

for business in the city in which the Registrar has its specified office.

- 42 -

USE OF PROCEEDS

The proceeds from the issuance of the Certificates will be applied by the Trustee to purchase and accept

the transfer and conveyance from IFC of IFC's interests, rights, title, benefits and entitlements, present

and future, in, to and under the Initial Portfolio.

- 43 -

DESCRIPTION OF INTERNATIONAL FINANCE CORPORATION

IFC is an international organisation established in 1956 to further economic growth in its member

countries by promoting private sector development. IFC is a member of the World Bank Group but is a

legal entity separate and distinct from the International Bank for Reconstruction and Development

("IBRD"), the International Development Association, the Multilateral Investment Guarantee Agency and

the International Centre for Settlement of Investment Disputes, with its own Articles of Agreement, share

capital, financial structure, management and staff. Membership in IFC is open only to member countries

of IBRD. The obligations of IFC are not obligations of, or guaranteed by, IBRD or any government.

IFC's principal office is located at 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United

States of America. Its telephone number is +1 202 458 9230.

IFC is an experienced supranational organisation providing financing and financial services primarily to

the private sector in developing countries that are members of IFC. It combines the characteristics of a

multilateral development bank with those of a private financial institution.

As of 30 June 2015, IFC's entire share capital was held by 184 member countries. The five largest of

IFC's 184 shareholders as of such date were the United States (20.99 per cent. of the total voting power),

Japan (6.01 per cent.), Germany (4.77 per cent.), United Kingdom (4.48 per cent.) and France (4.48 per

cent.). Generally, IFC charges market-based rates for its loans and seeks market returns on its equity

investments and investments in debt securities. Unlike most other multilateral institutions, IFC does not

accept host government guarantees of its loans. The financial strength of IFC is based principally on the

quality of its investment portfolio, its substantial paid-in capital and retained earnings, low debt to equity

ratio, the size of its liquid assets portfolio, its diversified earnings base and its profitability.

IFC helps developing countries achieve sustainable growth by financing private sector investment,

mobilising capital in international financial markets and providing advisory services to businesses and

governments. IFC's principal investment products are loans and equity investments, with smaller debt

securities and guarantee portfolios. IFC also plays an active and direct role in mobilising additional

funding from other investors and lenders through a variety of means. Such means principally comprise

loan participations, parallel loans, sales of loans, the non-IFC portion of structured finance transactions

which meet core mobilisation criteria, the non-IFC portion of commitments in IFC's initiatives and the

non-IFC investment portion of commitments in funds managed by IFC's wholly-owned subsidiary, IFC

Asset Management Company LLC. IFC raises virtually all of the funds for its lending activities through

the issuance of debt obligations in the international capital markets, while maintaining a small borrowing

window with IBRD. Equity investments are funded from capital (or net worth).

Further information on IFC, its capital, operations and administration, the Articles of Agreement, IFC's

legal status, its principal financial policies and its financial statements are contained in the Incorporated

Information, which is deemed to be incorporated by reference in, and form part of, this Prospectus. See

"Incorporation by Reference".

- 44 -

DESCRIPTION OF THE TRUSTEE

General

The Trustee, a Cayman Islands exempted company with limited liability, was incorporated on 5 August

2015 under the Companies Law (2013 Revision) of the Cayman Islands with company registration

number 302760. The Trustee was established for the sole purpose of issuing the Certificates and entering

into the transactions contemplated by the Transaction Documents to which it is (or will be) a party. The

registered office of the Trustee is at the offices of MaplesFS Limited at P.O. Box 1093, Queensgate

House, Grand Cayman, KY1-1102, Cayman Islands and its telephone number is +1 345 945 7099.

The authorised share capital of the Trustee is U.S.$50,000 consisting of 50,000 ordinary shares of a par

value of U.S.$1.00 each, 250 of which have been issued. All of the issued shares (the "Shares") are fully-

paid and are or will be held by MaplesFS Limited as share trustee (the "Share Trustee") under the terms

of a declaration of trust (the "Trustee Share Declaration of Trust") under which the Share Trustee will

hold the Shares in trust until the Termination Date (as defined in the Trustee Share Declaration of Trust).

Prior to the Termination Date, the trust is an accumulation trust, but the Share Trustee has the power to

benefit a Qualified Charity (as defined in the Trustee Share Declaration of Trust). It is not anticipated that

any distribution will be made whilst any Certificate is outstanding. Following the Termination Date, the

Share Trustee will wind up the trust and make a final distribution to such Qualified Charity. The Share

Trustee has no beneficial interest in, and derives no benefit (other than its fee for acting as Share Trustee)

from, its holding of the Shares.

Business of the Trustee

The Trustee has no prior operating history or prior business and will not have any substantial liabilities

other than in connection with the Certificates and further certificates issued in accordance with the

Conditions. The Certificates are the obligations of the Trustee alone and not the Share Trustee.

The objects for which the Trustee is established are set out in clause 3 of its Memorandum of Association

as registered or adopted on 5 August 2015.

Financial Statements

Since its date of incorporation, no financial statements of the Trustee have been prepared. The Trustee is

not required by Cayman Islands law, and does not intend, to publish audited financial statements.

Directors of the Trustee

The directors of the Trustee (the "Directors") are as follows:

Name Function at the Trustee Other appointments outside Trustee

Nishma Sanghvi Director Assistant Vice President of Maples Fund Services (Middle East) Limited

Cleveland Stewart Director Senior Vice President of MaplesFS Limited

The business address for Nishma Sanghvi is c/o Maples Fund Services (Middle East) Limited, Liberty

House, 6th Floor, Office 616, Dubai International Financial Centre, P.O. Box 506734, Dubai, United

Arab Emirates.

The business address for Cleveland Stewart is c/o MaplesFS Limited, P.O. Box 1093, Boundary Hall,

Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

The Trustee has no subsidiaries or employees.

Conflicts

There are no conflicts of interest between the private interests or other duties of the Directors listed above

and their duties to the Trustee.

- 45 -

The Corporate Administrator

MaplesFS Limited also acts as the corporate administrator of the Trustee (in such capacity, the

"Corporate Administrator"). The office of the Corporate Administrator serves as the general business

office of the Trustee. Through the office, and pursuant to the terms of a corporate services agreement

dated 7 September 2015 and entered into between the Trustee and the Corporate Administrator (the

"Corporate Services Agreement"), the Corporate Administrator has agreed to perform in the Cayman

Islands, Dubai, United Arab Emirates, the United States and/or such other jurisdiction as may be agreed

by the parties from time to time various management functions on behalf of the Trustee and to provide

certain clerical, administrative and other services until termination of the Corporate Services Agreement.

The Trustee and the Corporate Administrator have also entered into a registered office agreement (the

"Registered Office Agreement") for the provision of registered office facilities to the Trustee. In

consideration of the foregoing, the Corporate Administrator will receive various fees payable by the

Trustee at rates agreed upon from time to time, plus expenses.

The terms of the Corporate Services Agreement provide that either the Trustee or the Corporate

Administrator may terminate such agreement upon the occurrence of certain stated events, including any

breach by the other party of its obligations under such agreement. In addition, the Registered Office

Agreement provides that either party shall be entitled to terminate such agreement by giving at least one

months' notice in writing to the other party.

The terms of the Registered Office Agreement provide that either the Trustee or the Corporate

Administrator may terminate such agreement upon the occurrence of certain stated events, including any

breach by the other party of its obligations under such agreement. In addition, the Registered Office

Agreement provides that either party shall be entitled to terminate such agreement by giving at least three

months' notice in writing to the other party.

The Corporate Administrator will be subject to the overview of the Trustee's Directors.

The Corporate Administrator's principal office is P.O. Box 1093, Boundary Hall, Cricket Square, Grand

Cayman, KY1-1102, Cayman Islands.

The Directors of the Trustee are all employees or officers of the Corporate Administrator or an affiliate

thereof. The Trustee has no employees and is not expected to have any employees in the future.

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SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS

The following is a summary of certain provisions of the principal Transaction Documents and is qualified

in its entirety by reference to the detailed provisions of the principal Transaction Documents. Physical

copies of the Transaction Documents will be available for inspection at the specified offices of the

Principal Paying Agent.

Sale and Purchase Agreement

The Sale and Purchase Agreement will be entered into on the Issue Date between the Trustee (in its

capacity as "Purchaser") and IFC (in its capacity as "Seller") and will be governed by English law.

Pursuant to the terms of the Sale and Purchase Agreement, the Seller agrees to sell, transfer and convey to

the Purchaser, and the Purchaser agrees to purchase and accept the transfer and conveyance from the

Seller of, the Seller's interests, rights, title, benefits and entitlements, present and future, in, to and under

the Initial Portfolio on the Issue Date.

The Purchaser will use the proceeds of issuance of the Certificates to purchase the Initial Portfolio (the

"Purchase Price"). The relevant Initial Portfolio Assets will be set out in the schedule to the Sale and

Purchase Agreement.

The proportion of the Purchase Price payable in respect of each such Initial Portfolio Asset shall be an

amount equal to the Value of that Portfolio Asset.

Service Agency Agreement

The Service Agency Agreement will be entered into on the Issue Date between the Trustee and IFC (in its

capacity as service agent of the Trustee, the "Service Agent") and will be governed by English law.

Pursuant to the Service Agency Agreement, the Trustee will appoint the Service Agent to manage the

Portfolio. In particular, the Service Agent shall:

(a) manage the Portfolio in accordance with the terms of the Service Agency Agreement;

(b) do all acts and things (including execution of such documents, issue of notices and

commencement of any proceedings) in accordance with its usual practices that it considers

reasonably necessary to ensure the assumption of, and compliance by, each Portfolio Asset

Obligor with its covenants, undertakings or other obligations under the relevant Portfolio Asset in

accordance with applicable law and the terms of the Portfolio Asset;

(c) discharge or procure the discharge of all obligations to be discharged by the Trustee in respect of

any of the Portfolio Assets, it being acknowledged that the Service Agent may appoint one or

more agents to discharge these obligations on its behalf;

(d) pay on behalf of the Trustee any actual costs, expenses, losses and Taxes which would otherwise

be payable by the Trustee as a result of the Trustee's ownership of the Portfolio Assets;

(e) use its reasonable endeavours to ensure the timely receipt of all Portfolio Revenues (free and

clear of, and without withholding or deduction for, Taxes), investigate non-payment of Portfolio

Revenues and generally make all efforts to collect or enforce the collection of such Portfolio

Revenues under all Portfolio Assets as and when the same shall become due;

(f) use its best endeavours to ensure that at all times the aggregate of the Portfolio Value at the

relevant time is at least equal to the aggregate face amount of the Certificates then outstanding;

(g) ensure that each Portfolio Asset Obligor is in compliance with their obligations in respect of the

Portfolio Assets (including those of maintenance and insurance in the case of any Ijara Assets);

(h) maintain the Principal Collection Account, the Profit Collection Account and the Reserve

Account in accordance with the terms of the Service Agency Agreement;

- 47 -

(i) notify the Trustee promptly if in respect of any Portfolio Asset any of the representations and

warranties contained in clause 4 of the Sale and Purchase Agreement cease to be true and correct

(the occurrence of such event or circumstance being an "Impaired Portfolio Asset Event");

(j) together with any notice delivered in accordance with paragraph (i) above, notify the Trustee of

the availability (if any), together with all necessary details, of any Eligible Assets for the

purposes of substituting the Portfolio Asset in respect of which an Impaired Portfolio Asset Event

has occurred in accordance with the terms of the Purchase Undertaking;

(k) keep, in accordance with its usual practices, and maintain all documents, books, records and

other information necessary or advisable for the collection of all amounts due in respect of the

Portfolio Assets (including, without limitation, records adequate to permit the identification of all

amounts received in respect of each Portfolio Asset) and, except to the extent it is under any duty

or obligation imposed by applicable law, regulation or contract to keep such information

confidential, make such documents, books, records and other information available to the Trustee

or such other person as the Trustee may reasonably request; and

(l) at all times manage the Portfolio Assets in a Shari'a-compliant manner.

In relation to each of the Ijara Assets comprised in the Portfolio, the Service Agent shall ensure that:

(i) such Ijara Assets are insured at all times against total loss and expropriation in an amount at least

equal to the Value of that Ijara Asset (the "Insurance Coverage Amount") and that such

insurance policies are maintained on a Shari'a-compliant takaful basis and with reputable insurers

in good financial standing; and

(ii) in the event of a total loss or expropriation of any such Ijara Assets, the insurance policies relating

to such Ijara Assets provide for an amount at least equal to the Insurance Coverage Amount of the

relevant Ijara Asset to be paid to the Service Agent to the Principal Collection Account in U.S.

dollars by no later than close of business on the date falling 30 calendar days after the occurrence

of such total loss or expropriation.

Without prejudice to the requirements of the following paragraph, for the avoidance of doubt, the parties

to the Service Agency Agreement acknowledge that a failure by the Service Agent to comply with the

insurance obligations set out above shall not constitute a Dissolution Event and the sole remedy of the

Trustee for any failure by the Service Agent to comply with the provisions set out in the paragraph above

shall be to claim against the Service Agent for any Insurance Shortfall Amount (as defined below).

If the Insurance Coverage Amount is not credited to the Principal Collection Account within 30 calendar

days of a total loss or expropriation of that Ijara Asset and the Service Agent is unable to unequivocally

prove that it complied with all of its obligations set out above or where the Service Agent has failed to

maintain or ensure the maintenance of any insurances over the Ijara Assets, the Service Agent irrevocably

and unconditionally undertakes to pay in U.S. dollars on the 31st calendar day after the occurrence of the

total loss or expropriation, in same day funds (free and clear of any withholding or deduction or any set

off or any counterclaim), an amount equal to the difference between the insurance proceeds credited to

the Principal Collection Account and the Insurance Coverage Amount, in each case, in respect of the

relevant Ijara Asset, directly into the Principal Collection Account (the "Insurance Shortfall Amount").

In relation to each of the Shares comprised in the Portfolio, the Service Agent shall:

(a) monitor the activities and financial information of the Relevant Company in which the Shares are

issued in order to check on an annual basis whether such Shares satisfy the Eligibility Criteria;

(b) do all acts and things as are necessary to ensure that any substitution of Shares for new Shares is

valid and effective and appropriately transfers the relevant interests relating to such new Shares to

the Trustee; and

(c) exercise (or refrain from exercising) all voting rights and take (or refrain from taking) all corporate

actions in relation to the Shares in its absolute discretion on behalf of the Trustee, provided that

such action or exercise of such voting rights is not prejudicial to the interests of the

Certificateholders.

- 48 -

The Service Agent shall ensure that:

(i) on the Issue Date, at least 51 per cent. of the Portfolio Value is derived from the Tangible Assets;

and

(ii) at all times thereafter, at least 40 per cent. of the Portfolio Value is derived from the Tangible

Assets,

(the "Tangibility Requirement"), provided that a failure by the Service Agent to comply with the

Tangibility Requirement shall not constitute a Dissolution Event.

The Service Agent shall provide the Services in relation to the Portfolio Assets in accordance with all

applicable laws and regulations and with the degree of skill and care that it would exercise in respect of

its own assets.

The Service Agent will maintain three book-entry ledger accounts (such accounts being referred to as the

"Principal Collection Account", the "Profit Collection Account" and the "Reserve Account") in its

books, each of which will be denominated in U.S. dollars. All monies received by the Service Agent will

be credited, promptly after receipt, to:

(1) if any such amounts comprise Profit Revenues, the Profit Collection Account; and

(2) if any such amounts comprise Principal Revenues, the Principal Collection Account.

The Service Agent will be entitled to deduct amounts standing to the credit of the Profit Collection

Account at any time during the Services Term and to use such amounts for its own account, provided that

any Profit Revenues so deducted are re-credited to the Profit Collection Account on or prior to each

Periodic Distribution Determination Date for the purposes of application by the Service Agent pursuant to

the payment waterfall set out below.

Amounts standing to the credit of the Principal Collection Account will be applied by the Service Agent

on each Periodic Distribution Determination Date in payment into the Transaction Account of an amount

equal to the Periodic Principal Amount payable on the Periodic Distribution Date falling one Business

Day after such Periodic Distribution Determination Date. Any amounts standing to the credit of the

Principal Collection Account which are in excess of the relevant Periodic Principal Amount shall remain

in the Principal Collection Account. If there will be a shortfall on a Periodic Distribution Determination

Date (after payment into the Transaction Account of the relevant amount in accordance with this

provision) between: (a) the amount standing to the credit of the Transaction Account; and (b) the Periodic

Principal Amount payable on the Periodic Distribution Date falling one Business Day after such Periodic

Distribution Determination Date (the difference between such amounts being referred to in this

Agreement as a "Principal Shortfall Amount"), the Service Agent shall notify the Trustee one Business

Day before such Periodic Distribution Determination Date of: (i) the Principal Shortfall Amount; and (ii)

the Portfolio Value at such Periodic Distribution Determination Date.

Amounts standing to the credit of the Profit Collection Account will be applied by the Service Agent on

each Periodic Distribution Determination Date in the following order of priority:

(a) first, in payment to the Service Agent on behalf of the Trustee of any Service Agent Liabilities

Amounts for the Distribution Period ending on the immediately following Periodic Distribution

Date and (if applicable) any Service Agent Liabilities Amounts for any previous Distribution

Period that remain unpaid;

(a) second, in payment into the Transaction Account of an amount equal to the Periodic Profit

Amount payable on the Periodic Distribution Date falling one Business Day after such Periodic

Distribution Determination Date;

(b) third, in repayment to the Service Agent of any amounts advanced by it to the Trustee by way of

a Liquidity Facility; and

(c) fourth, to the Reserve Account.

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On the date falling one Business Day prior to a Dissolution Date, the Service Agent shall transfer all

amounts standing to the credit of the Principal Collection Account and the Profit Collection Account to

the Transaction Account or, where the Dissolution Date is a Dissolution Redemption Date, to such other

account as the Delegate may specify.

Amounts standing to the credit of the Reserve Account shall be applied by the Service Agent as follows:

(i) if there will be a shortfall on a Periodic Distribution Determination Date (after payment into the

Transaction Account of the relevant amount in accordance with paragraph (b) above) between: (X)

the amount standing to the credit of the Transaction Account; and (Y) the Periodic Profit Amount

payable on the Periodic Distribution Date falling one Business Day after such Periodic

Distribution Determination Date (the difference between such amounts being referred to as a

"Profit Shortfall Amount"), by paying into the Transaction Account on that Periodic Distribution

Determination Date from the amounts standing to the credit of the Reserve Account (if any) an

amount equal to the Profit Shortfall Amount (or such lesser amount as is then standing to the credit

of the Reserve Account);

(ii) the Service Agent will be entitled to deduct amounts standing to the credit of the Reserve Account

at any time during the Services Term and use such amounts for its own account, provided that such

amounts shall be immediately repaid by it if so required to fund a Profit Shortfall Amount in

accordance with paragraph (i) above; and

(iii) following payment of all amounts due and payable under the Certificates, the Service Agent shall

be entitled to retain any amounts that remain standing to the credit of the Reserve Account for its

own account as an incentive payment for acting as Service Agent (the "Incentive Payment").

If, following payment of amounts standing to the credit of the Reserve Account, a Profit Shortfall

Amount remains on any Periodic Distribution Determination Date, the Service Agent may provide

Shari'a-compliant funding to the Trustee to the extent necessary to ensure that the Trustee receives on

each Periodic Distribution Determination Date the Periodic Profit Amount payable by it in accordance

with the Conditions on the immediately following Periodic Distribution Date, by payment of the same

into the Transaction Account and on terms that such funding is repayable: (a) in accordance with the

provisions of the Service Agency Agreement; or (b) on the Dissolution Date (such funding being a

"Liquidity Facility").

The Service Agent shall use its best endeavours to keep detailed records of all Eligible Assets purchased

by the Trustee and all movements in the Principal Collection Account, the Profit Collection Account and

the Reserve Account and, if so requested, and except to the extent it is under any duty or obligation

imposed by applicable law, regulation or contract to keep such information confidential, provide the

Trustee with copies of such records and any other information or details in relation to the Principal

Collection Account, the Profit Collection Account, the Reserve Account and the Portfolio Assets as the

Trustee may reasonably request.

Except as provided in clause 7.2 of the Service Agency Agreement, all payments by the Service Agent to

the Trustee under the Service Agency Agreement must be made without any deduction or withholding for

or on account of any present or future Taxes imposed by the Relevant Jurisdiction unless required by law

and without set-off or counterclaim of any kind. If there is any such deduction or withholding, the Service

Agent shall pay all additional amounts as will result in the receipt by the Trustee of such net amounts as

would have been received by it if no withholding or deduction had been made and accordingly the

Service Agent undertakes to pay to the Trustee or such other persons as the Trustee may direct such

additional amounts forthwith upon demand and in the manner and currency prescribed hereunder. In

addition, if additional amounts are payable by the Trustee in respect of the Certificates in accordance with

Condition 10 (Taxation), the Service Agent will pay to the Trustee an amount equal to such additional

amounts by payment to the Transaction Account by wire transfer for same day value so that the full

amount which would otherwise have been due and payable under the Certificates is received by the

Trustee.

The payment obligations of the Service Agent under the Service Agency Agreement will be direct,

unsubordinated and unsecured obligations of the Service Agent and shall, save for such exceptions as

may be provided by applicable legislation, at all times rank at least equally with all other unsecured and

unsubordinated indebtedness and monetary obligations of the Service Agent, present and future.

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Purchase Undertaking

The Purchase Undertaking will be executed as a deed on the Issue Date by IFC as obligor in favour of the

Trustee and the Delegate and will be governed by English law.

IFC will irrevocably undertake in favour of the Trustee and the Delegate to purchase and accept the

transfer and conveyance of all of the Trustee's interests, rights, title, benefits and entitlements, present and

future, in, to and under the Portfolio on the Scheduled Dissolution Date or any earlier due date for

dissolution following the occurrence of a Dissolution Event, as the case may be, at the Exercise Price by

entering into a sale agreement.

If the Trustee or the Delegate (acting in the name and on behalf of the Trustee) exercises its option prior

to the Scheduled Dissolution Date, an Exercise Notice will be required to be delivered by the Delegate

under the Purchase Undertaking.

The Trustee will also be entitled to exercise the Purchase Undertaking if the Trustee has received notice,

or otherwise become aware, of the occurrence of an Impaired Portfolio Asset Event, in which case IFC

shall purchase and accept the transfer and conveyance from the Trustee on the relevant Impaired Portfolio

Asset Exercise Date of all of the Trustee's interests, rights, benefits and entitlements, present and future,

in, to and under the relevant Impaired Portfolio Assets:

(a) against the transfer and conveyance to the Trustee of all of the IFC's interests, rights, title, benefits

and entitlements, present and future, in, to and under certain New Assets; or

(b) in the event that IFC does not have New Assets available for such purpose, payment of the

Impaired Portfolio Asset Exercise Price.

The Trustee will also be entitled to exercise the Purchase Undertaking if the Trustee has received notice,

or otherwise become aware, of the occurrence of a Principal Shortfall Amount, in which case IFC shall

purchase and accept the transfer and conveyance from the Trustee on the relevant Periodic Distribution

Date of all of the Trustee's interests, rights, benefits and entitlements, present and future, in, to and under

the relevant Principal Shortfall Portfolio Interest in consideration for payment by IFC of the Principal

Shortfall Exercise Price.

IFC will agree in the Purchase Undertaking that all payments by it under the Purchase Undertaking will

be made without any deduction or withholding for or on account of any present or future Taxes imposed

by the Relevant Jurisdiction unless required by law and without set-off (except for an amount which

represents Service Agent Liabilities Amounts and the Outstanding Liquidity Amount component of the

Exercise Price which shall be set off against the Service Agent Liabilities Amounts and Outstanding

Liquidity Amounts payable to the Service Agent under the Service Agency Agreement) or counterclaim

of any kind and, in the event that there is any deduction or withholding, IFC shall pay all additional

amounts as will result in the receipt by the Trustee of such net amounts as would have been received by it

if no deduction or withholding had been made. In addition, if additional amounts are payable by the

Trustee in respect of the Certificates in accordance with Condition 10 (Taxation), IFC will agree in the

Purchase Undertaking to pay to the Trustee an amount equal to such additional amounts by payment to

the Transaction Account by wire transfer for same day value so that the full amount which would

otherwise have been due and payable under the Certificates is received by the Trustee.

The payment obligations of IFC under the Purchase Undertaking will be direct, unsubordinated and

unsecured obligations of IFC and shall, save for such exceptions as may be provided by applicable

legislation, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and

monetary obligations of IFC, present and future.

Sale Undertaking

The Sale Undertaking will be executed as a deed on the Issue Date by the Trustee in favour of IFC and

will be governed by English law.

Pursuant to the Sale Undertaking, the Trustee will irrevocably grant to IFC the right:

(a) on the conditions described in Condition 9.3 (Capital Distributions – Redemption following a Tax

Event), to require the Trustee to sell, transfer and convey to IFC on the Tax Redemption Date all

- 51 -

of the Trustee's interests, rights, title, benefits and entitlements, present and future, in, to and under

the Portfolio at the Exercise Price by executing a sale agreement;

(b) if and to the extent that any Certificates have been purchased and are to be cancelled pursuant to

Condition 9.4 (Capital Distributions – Cancellation), to require the Trustee to transfer and convey

to IFC all of the Trustee's interests, rights, title, benefits and entitlements, present and future, in, to

and under a proportion of the Portfolio not exceeding such proportion as is determined by dividing

(i) the aggregate outstanding face amount of Certificates to be cancelled pursuant to Condition 9.4

(Capital Distributions – Cancellation) by (ii) the aggregate outstanding face amount of the

Certificates, by executing a sale agreement; and

(c) to require, from time to time at IFC's sole discretion, the Trustee to sell, transfer and convey all of

the Trustee's interests, rights, title, benefits and entitlements, present and future, in, to and under

any or all of the Portfolio Assets (the "Substituted Assets") to it in exchange for New Assets of a

Value which is equal to or greater than the Value of the Substituted Assets (as certified by IFC in

the relevant Substitution Notice), and provided that the New Assets are Eligible Assets and where

the Substituted Assets are Intangible Assets the relevant New Asset is not an Intangible Asset. The

substitution of the Substituted Assets with the New Assets will become effective on the date

specified in the substitution notice to be delivered by IFC, by the Trustee and IFC entering into a

sale agreement. The New Assets and any Portfolio Assets not replaced on the Substitution Date

will constitute the Portfolio Assets for the purposes of the Service Agency Agreement.

Upon exercise of the rights granted to IFC under the Sale Undertaking and outlined in paragraph (a)

above, IFC will agree in the relevant Exercise Notice that it will make payment of the Exercise Price in

full made without any deduction or withholding for or on account of present or future Taxes imposed by

the Relevant Jurisdiction unless required by law and without set-off (except for an amount which

represents Service Agent Liabilities Amounts and the Outstanding Liquidity Amount component of the

Exercise Price which shall be set off against the Service Agent Liabilities Amounts and Outstanding

Liquidity Amounts payable to the Service Agent under the Service Agency Agreement) or counterclaim

of any kind and, in the event that there is any deduction or withholding, IFC shall pay all additional

amounts as will result in the receipt by the Trustee of such net amounts as would have been received by it

if no deduction or withholding had been made.

The Declaration of Trust

The Declaration of Trust will be entered into on the Issue Date between IFC, the Trustee and the Delegate

and will be governed by English law.

The Declaration of Trust shall provide that, on or after any Dissolution Date, the rights of recourse in

respect of Certificates shall be limited to the amounts from time to time available and comprising the

Trust Assets, subject to the priority of payments set out in the Agency Agreement. The Certificateholders

have no claim or recourse against the Trustee or the Delegate in respect of any amount which is or

remains unsatisfied and any such amounts will be extinguished.

Pursuant to the Declaration of Trust, the Trustee will, inter alia:

(a) hold the Trust Assets on trust absolutely for the Certificateholders pro rata according to the face

amount of Certificates held by each Certificateholder; and

(b) act as trustee in respect of the Trust Assets, distribute the income from such Trust Assets and

perform its duties in accordance with the provisions of the Declaration of Trust and the Conditions.

In the Declaration of Trust, the Trustee shall irrevocably and unconditionally appoint the Delegate to be

its attorney in the performance of certain present and future duties, powers, authorities and discretions

vested in the Trustee by the relevant provisions of the Declaration of Trust upon the occurrence of a

Dissolution Event (including but not limited to the authority to request instructions from any

Certificateholders and the power to make any determinations to be made under the Declaration of Trust)

and any of the other Transaction Documents (provided that no obligations, liabilities, duties or covenants

of the Trustee pursuant to the Declaration of Trust or any other Transaction Documents shall be imposed

on the Delegate by virtue of such delegation) and make such distributions from the Trust Assets as the

Trustee is bound to make in accordance with the Declaration of Trust. The appointment of such Delegate

- 52 -

by the Trustee is intended to be in the interests of the Certificateholders and does not affect the Trustee's

continuing role and obligations as trustee.

Pursuant to the Declaration of Trust upon the occurrence of a Dissolution Event and the delivery of a

dissolution notice by the Delegate to the Trustee pursuant to Condition 12 (Dissolution Events), the

Trustee or the Delegate may at its discretion and the Delegate shall if so requested in writing by holders

of at least 25 per cent. of the aggregate face amount of the Certificates then outstanding or if so directed

by an Extraordinary Resolution of the holders of the Certificates (subject in each case to being

indemnified and/or secured and/or prefunded to its satisfaction) take one or more of the following steps:

(i) enforce the provisions of the Purchase Undertaking against IFC; and/or

(ii) enforce the provisions of the Service Agency Agreement against IFC in its capacity as Service

Agent; and/or

(iii) take such other steps as the Delegate may consider necessary to recover amounts due to the

Certificateholders.

Notwithstanding the foregoing but subject to Condition 13.2 (Enforcement and Exercise of Rights –

Trustee and Delegate not bound to act), the Delegate may at any time, at its discretion and without notice,

take such proceedings and/or other steps as it may think fit against or in relation to each of the Trustee

and/or IFC to enforce their respective obligations under the Transaction Documents, the Conditions and

the Certificates.

Pursuant to the Declaration of Trust, IFC will pay certain fees and expenses of, and indemnify against

certain losses of, the Delegate.

Defined Terms

Words and expressions defined in the Conditions shall have the same meanings where used in this

summary of the principal transaction documents unless the context otherwise requires or unless otherwise

stated. In addition, the following expressions have the following meanings:

"Impaired Portfolio Asset" means the Portfolio Assets in respect of which an Impaired Portfolio Asset

Event has occurred and specified as such in an Impaired Portfolio Asset Exercise Notice;

"Impaired Portfolio Asset Exercise Date" means the date specified as such in an Impaired Portfolio

Asset Exercise Notice;

"Impaired Portfolio Asset Exercise Notice" means a notice substantially in the form set out in schedule

2 of the Purchase Undertaking;

"Impaired Portfolio Asset Exercise Price" means the amount specified as such in an Impaired Portfolio

Asset Exercise Notice which shall be no less than the Value of the Impaired Portfolio Asset(s) specified

in such Impaired Portfolio Asset Exercise Notice;

"New Assets" means Eligible Assets specified as such in a Sale Agreement or Substitution Notice (as the

case may be), the identity of which shall be determined by IFC in its sole and absolute discretion subject

to the terms of the Purchase Undertaking or Sale Undertaking (as applicable);

"Portfolio Revenues" means all Profit Revenues and all Principal Revenues;

"Portfolio Value" means the value of the Portfolio, being the sum of: (a) the aggregate of the Value of

each Portfolio Asset comprised in the Portfolio at the relevant time; and (b) any Principal Revenues

standing to the credit of the Principal Collection Account at the relevant time;

"Principal Revenues" means all revenues in respect of the Portfolio Assets which comprise amounts in

the nature of sale, capital or principal payments (including, without limitation, any total loss and

expropriation related insurance proceeds and any indemnity payments), all amounts payable by the

Service Agent under certain provisions of the Service Agency Agreement and all amounts in respect of an

Impaired Portfolio Asset Exercise Price;

- 53 -

"Principal Shortfall Exercise Notice" means a notice substantially in the form set out in schedule 3 of

the Purchase Undertaking;

"Principal Shortfall Exercise Price" means the amount specified as such in a Principal Shortfall

Exercise Notice which shall be equal to the amount of the corresponding Principal Shortfall Amount;

"Profit Revenues" means all revenues in respect of the Portfolio Assets other than Principal Revenues;

"Substitution Notice" means a notice substantially in the form set out in schedule 3 of the Sale

Undertaking; and

"Value" means, on any date, the amount in U.S. dollars determined by the Service Agent on the relevant

date as being equal to:

(a) in respect of an Ijara Asset which is leased on an ijara muntahiah bittamleek basis, the aggregate

of all outstanding fixed rentals;

(b) in respect of an Ijara Asset which is not leased on an ijara muntahiah bittamleek basis, the

outstanding base amounts;

(c) in respect of Tangible Sukuk, the outstanding face amount of such Tangible Sukuk;

(d) in respect of the Intangible Assets:

(i) on the Issue Date, the outstanding principal amount due under the associated murabaha

contract; and

(ii) at any time after the Issue Date, the outstanding principal amount and profit amount due

under the associated murabaha contract; and

(e) in respect of any Shares, the market value (if they are listed) or the book value (if they are

unlisted).

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TAXATION

The following is a general description of certain Cayman Islands and European Union tax considerations

relating to the Certificates as in effect on the date of this Prospectus and is subject to any change in law

or relevant fiscal rules and practice and their interpretation that may take effect after such date (possibly

with retrospective effect). It does not purport to be a complete analysis of all tax considerations relating

to the Certificates and does not constitute legal or tax advice. Prospective purchasers of the Certificates

should consult their own tax advisers as to the consequences under the tax laws of the country of which

they are resident for tax purposes and the tax laws of the Cayman Islands of acquiring, holding and

disposing of Certificates and receiving payments under the Certificates.

Cayman Islands

Under existing Cayman Islands laws, payments by the Trustee on the Certificates will not be subject to

taxation in the Cayman Islands and no withholding will be required on the payments to any holder of the

Certificates, nor will gains derived from the disposal of the Certificates be subject to Cayman Islands

income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax

and no estate duty, inheritance or gift tax.

The Trustee has applied for and expects to receive an undertaking from the Governor-in-Cabinet of the

Cayman Islands, pursuant to the Tax Concessions Law (2011 Revision) of the Cayman Islands, that for a

period of 20 years from the date of the grant of that undertaking no law which is enacted in the Cayman

Islands imposing any tax to be levied on profit, income, gains or appreciation shall apply to the Trustee or

its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which

is in the nature of estate duty or inheritance tax shall be payable on or in respect of the shares, debentures

or other obligations (which would include the Certificates) of the Trustee or by way of the withholding in

whole or part of any relevant payment (as defined in section 6(3) of the Tax Concessions Law (2011

Revision)). No capital or stamp duties are levied in the Cayman Islands on the issue or redemption of

Certificates. An instrument of transfer in respect of a Certificate will be stampable if executed in or

brought into the Cayman Islands. An annual registration fee is payable by the Trustee to the Cayman

Islands Registrar of Companies which is calculated by reference to the nominal amount of its authorised

capital. At current rates, this annual registration fee is approximately U.S.$853.66. The foregoing is based

on current law and practice in the Cayman Islands and this is subject to change therein.

EU Savings Directive

Under EC Council Directive 2003/48/EC (the "EU Savings Directive") on the taxation of savings

income, each Member State is required to provide to the tax authorities of another Member State details

of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by

such a person for, an individual resident or certain limited types of entity established in that other

Member State; however, for a transitional period, Austria may instead apply a withholding system in

relation to such payments, deducting tax at 35 per cent. The transitional period is to terminate at the end

of the first full fiscal year following agreement by certain non-EU countries to the exchange of

information relating to such payments.

The Council of the European Union formally adopted a Council Directive amending the EU Savings

Directive on 24 March 2014 (the "Amending Directive"). The Amending Directive broadens the scope

of the requirements described above. Member States have until 1 January 2016 to adopt the national

legislation necessary to comply with the Amending Directive. The changes made under the Amending

Directive include extending the scope of the EU Savings Directive to payments made to, or collected for,

certain other entities and legal arrangements. They also broaden the definition of "interest payment" to

cover income that is equivalent to interest.

However, the European Commission has proposed the repeal of the EU Savings Directive from 1 January

2017 in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to on-

going requirements to fulfil administrative obligations such as the reporting and exchange of information

relating to, and accounting for withholding taxes on, payments made before those dates). This is to

prevent overlap between the EU Savings Directive and a new automatic exchange of information regime

to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of

Taxation (as amended by Council Directive 2014/107/EU). The proposal also provides that, if it proceeds,

Member States will not be required to apply the new requirements of the Amending Directive.

- 55 -

Prospective holders of the Certificates who are in any doubt as to their position should consult their

professional advisers.

The Proposed Financial Transactions Tax

On 14 February 2013, the European Commission published a proposal (the "Commission's Proposal")

for a directive for a common financial transaction tax ("FTT") in Belgium, Germany, Estonia, Greece,

Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States").

The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in

Certificates (including secondary market transactions) in certain circumstances. The issuance and

subscription of Certificates should, however, be exempt.

Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both within

and outside of the participating Member States. Generally, it would apply to certain dealings in

Certificates where at least one party is a financial institution, and at least one party is established in a

participating Member State. A financial institution may be, or be deemed to be, "established" in a

participating Member State in a broad range of circumstances, including: (a) by transacting with a person

established in a participating Member State; or (b) where the financial instrument which is subject to the

dealings is issued in a participating Member State.

Joint statements issued by participating Member States indicate an intention to implement the FTT by 1

January 2016.

However, the FTT proposal remains subject to negotiation between the participating Member States and

the scope of any such tax is uncertain. Additional EU Member States may decide to participate.

Prospective holders of the Certificates are advised to seek their own professional advice in relation to the

FTT.

- 56 -

SUBSCRIPTION AND SALE

Pursuant to a subscription agreement (the "Subscription Agreement") dated 14 September 2015 between

the Trustee, IFC, Dubai Islamic Bank P.J.S.C., HSBC Bank plc, National Bank of Abu Dhabi P.J.S.C.

and Standard Chartered Bank (together, the "Joint Lead Managers" and each, a "Joint Lead

Manager"), the Trustee has agreed to issue and sell to the Joint Lead Managers U.S.$100,000,000 in

aggregate face amount of the Certificates and, subject to certain conditions, the Joint Lead Managers have

jointly and severally agreed to subscribe for the Certificates.

The Subscription Agreement provides that the obligations of the Joint Lead Managers to pay for and

accept delivery of the Certificates are subject to certain conditions. The Joint Lead Managers will be paid

certain expenses in respect of their services for managing the issue and sale of the Certificates. To the

extent permitted by law, the Trustee, IFC and the Joint Lead Managers may agree that commissions or

fees may be paid to certain brokers, financial advisors and other intermediaries based upon the amount of

investment in the Certificates purchased by such intermediary and/or its customers. Any disclosure and

other obligations in relation to the payment of such commission to such intermediary are solely the

responsibility of the relevant intermediary and none of the Trustee, IFC and the Joint Lead Managers or

any of their affiliates, nor any person who controls or is a director, officer, employee or agent of any such

person accepts any liability or responsibility whatsoever for compliance with such obligations. Each

customer of any such intermediary is responsible for determining for itself whether an investment in the

Certificates is consistent with its investment objectives. Each of the Trustee and IFC has agreed to

indemnify the Joint Lead Managers against certain liabilities incurred in connection with the issue and

offering of the Certificates.

Certain of the Joint Lead Managers 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, IFC

and/or its affiliates in the ordinary course of business for which they received or will receive customary

fees and expenses.

In connection with the offering of the Certificates, the Joint Lead Managers may purchase and sell the

Certificates in the open market. These activities by the Joint Lead Managers, as well as other purchases

by the Joint Lead Managers for their own accounts, may affect the market price of the Certificates.

In connection with the offering of the Certificates, any related party of IFC may invest in and may take up

Certificates in the offering and may retain, purchase or sell for its own account such Certificates.

Accordingly, references herein to the Certificates being offered should be read as including any offering

of the Certificates to any related party of IFC. Such persons do not intend to disclose the extent of any

such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do

so.

Selling Restrictions

Cayman Islands

No invitation may be made, directly or indirectly, to any member of the public of the Cayman Islands to

subscribe for the Certificates.

Dubai International Financial Centre

Each Joint Lead Manager has represented and agreed that it has not offered and will not offer the

Certificates to any person in the Dubai International Financial Centre unless such offer is:

(a) an "Exempt Offer" in accordance with the Markets Rules (MKT) module of the Dubai Financial

Services Authority (the "DFSA"); and

(b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the DFSA

Conduct of Business Module.

- 57 -

Hong Kong

Each Joint Lead Manager has represented and agreed that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any

Certificates, except for Certificates which are a "structured product" as defined in the Securities

and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO"), other than: (i) to "professional

investors" as defined in the SFO and any rules made under the SFO; or (ii) in other circumstances

which do not result in the document being a "prospectus" as defined in the Companies (Winding

Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or 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 in its

possession for the purposes of issue, in each case, whether in Hong Kong or elsewhere, any

advertisement, invitation or document relating to the Certificates, which is directed at, or the

contents of which are likely to be accessed or read by, the public of Hong Kong (except if

permitted to do so under the securities laws of Hong Kong) other than with respect to Certificates

which are or are intended to be disposed of only to persons outside Hong Kong or only to

"professional investors" as defined in the SFO and any rules made under the SFO.

Kingdom of Bahrain

Each Joint Lead Manager has represented and agreed that it has not offered or sold, and will not offer or

sell, any Certificates except on a private placement basis to persons in the Kingdom of Bahrain who are

"accredited investors".

For this purpose, an "accredited investor" means:

(a) an individual holding financial assets (either singly or jointly with a spouse) of U.S.$1,000,000 or

more;

(b) a company, partnership, trust or other commercial undertaking which has financial assets available

for investment of not less than U.S.$1,000,000; or

(c) a government, supranational organisation, central bank or other national monetary authority or a

state organisation whose main activity is to invest in financial instruments (such as a state pension

fund).

Kingdom of Saudi Arabia

No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering

of the Certificates. Any investor in the Kingdom of Saudi Arabia (a "Saudi Investor") who acquires

Certificates pursuant to any offering should note that the offer of Certificates is an offer to "Sophisticated

Investors" (as defined in Article 10 of the "Offers of Securities Regulations" as issued by the Board of the

Capital Market Authority 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")) for the purposes of Article 9 of the KSA Regulations. Each Joint Lead Manager has

represented and agreed that the offer of the Certificates will only be directed at Sophisticated Investors.

The offer of Certificates shall not therefore constitute a "public offer" pursuant to the KSA Regulations,

but is subject to the restrictions on secondary market activity under Article 17 of the KSA Regulations,

which are summarised as follows:

(a) a Saudi Investor (referred to as a "transferor") who has acquired Certificates pursuant to a private

placement may not offer or sell Certificates to any person (referred to as a "transferee") unless the

offer or sale is made through an authorised person where one of the following requirements is met:

(i) the price to be paid for the Certificates in any one transaction is equal to or exceeds Saudi

Riyals one million or an equivalent amount;

(ii) the Certificates are offered or sold to a sophisticated investor; or

- 58 -

(iii) the Certificates are being offered or sold in such other circumstances as the Capital Market

Authority may prescribe for these purposes;

(b) if the requirement of paragraph (a)(i) above cannot be fulfilled because the price of the Certificates

being offered or sold to the transferee has declined since the date of the original private placement,

the transferor may offer or sell the Certificates to the transferee if their purchase price during the

period of the original private placement was equal to or exceeded Saudi Riyals one million or an

equivalent amount;

(c) if the requirement in paragraph (b) above cannot be fulfilled, the transferor may offer or sell

Certificates if he/she sells his/her entire holding of Certificates to one transferee; and

(d) the provisions of paragraphs (a), (b) and (c) (inclusive) above shall apply to all subsequent

transferees of the Certificates.

Malaysia

Each Joint Lead Manager has represented and agreed that:

(a) this Prospectus has not been registered as a prospectus with the Securities Commission of

Malaysia (the "SC") under the Capital Markets and Services Act 2007 of Malaysia (the "CMSA");

and

(b) accordingly, the Certificates have not been and will not be offered or sold, and no invitation to

subscribe for or purchase the Certificates has been or will be made, directly or indirectly, nor may

any document or other material in connection therewith be distributed in Malaysia, other than to

persons falling within any one of the categories of persons specified under Schedule 6 or Section

229(1)(b) and Schedule 7 or Section 230(1)(b) read together with Schedule 8 or Section 257(3) of

the CMSA, subject to any law, order, regulation or official directive of the Central Bank of

Malaysia, the SC and/or any other regulatory authority from time to time.

Residents of Malaysia may be required to obtain relevant regulatory approvals, including approval from

the Controller of Foreign Exchange, to purchase the Certificates. The onus is on the Malaysian residents

concerned to obtain such regulatory approvals and none of the Joint Lead Managers is responsible for any

invitation, offer, sale or purchase of the Certificates as aforesaid without the necessary approvals being in

place.

Qatar Financial Centre

Each Joint Lead Manager has represented and agreed that this Prospectus: (a) has not been, and will not

be, registered with or approved by the Qatar Financial Centre Regulatory Authority and may not be

publicly distributed in the Qatar Financial Centre; (b) is intended for the original recipient only and must

not be provided to any other person; and (c) is not for general circulation in the Qatar Financial Centre

and may not be reproduced or used for any other purpose.

Singapore

Each Joint Lead Manager has acknowledged that this Prospectus has not been and will not be registered

as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter

289 of Singapore (the "SFA"). Accordingly, each Joint Lead Manager has represented and agreed that it

has not offered or sold any Certificates or caused the Certificates to be made the subject of an invitation

for subscription or purchase and will not offer or sell any Certificates or cause the Certificates to be made

the subject of an invitation for subscription or purchase and has not circulated or distributed, nor will it

circulate or distribute, this Prospectus and any other document or material in connection with the offer or

sale, or invitation for subscription or purchase, of the Certificates, whether directly or indirectly, to any

person in Singapore other than: (a) to an institutional investor (as defined in Section 4A of the Securities

and Futures Act (Chapter 289 of Singapore) (the "SFA")) pursuant to Section 274 of the SFA; (b) to a

relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any

person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in

Section 275 of the SFA; or (c) otherwise pursuant to, and in accordance with the conditions of, any other

applicable provision of the SFA.

- 59 -

Where the Certificates are subscribed or purchased under Section 275 of the SFA by a relevant person

which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole

business of which is to hold investments and the entire share capital of which is owned by one or

more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments

and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and

interest (howsoever described) in that trust shall not be transferred within six months after that

corporation or that trust has acquired the Certificates pursuant to an offer made under Section 275 of the

SFA except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any

person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and

Debentures) Regulations 2005 of Singapore.

State of Kuwait

Each Joint Lead Manager has represented and agreed that the Certificates have not been and will not be

offered, sold, promoted or advertised by it in the State of Kuwait other than in compliance with Decree

Law No. 31 of 1990 and the implementing regulations thereto, as amended, and Law No. 7 of 2010 and

the bylaws thereto, as amended, governing the issue, offering and sale of securities.

No private or public offering of the Certificates is being made in the State of Kuwait, and no agreement

relating to the sale of the Certificates will be concluded in the State of Kuwait. No marketing or

solicitation or inducement activities are being used to offer or market the Certificates in the State of

Kuwait.

State of Qatar (excluding the Qatar Financial Centre)

Each Joint Lead Manager has represented and agreed that it has not offered or sold, and will not offer or

sell or deliver, directly or indirectly, any Certificates in the State of Qatar, except: (a) in compliance with

all applicable laws and regulations of the State of Qatar; and (b) through persons or corporate entities

authorised and licensed to provide investment advice and/or engage in brokerage activity and/or trade in

respect of foreign securities in the State of Qatar.

Switzerland

This Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the

Certificates. The Certificates may not be publicly offered, sold or advertised, directly or indirectly, in,

into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or

regulated trading facility in Switzerland. Neither this Prospectus nor any other offering or marketing

material relating to the Certificates constitutes a prospectus as such term is understood pursuant to article

652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the

listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland and neither

this Prospectus nor any other offering or marketing material relating to the Certificates may be publicly

distributed or otherwise made publicly available in Switzerland.

- 60 -

United Arab Emirates (excluding the Dubai International Financial Centre)

Each Joint Lead Manager has represented and agreed that the Certificates have not been and will not 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.

United Kingdom

Each Joint Lead Manager has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be

communicated any invitation or inducement to engage in investment activity (within the meaning

of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA")) received by

it in connection with the issue or sale of any Certificate in circumstances in which section 21(1) of

the FSMA does not apply to the Trustee or IFC; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to

anything done by it in relation to the Certificates in, from or otherwise involving the United

Kingdom.

United States of America

The Certificates have not been and will not be registered under the Securities Act and may not be offered

or sold within the United States except in accordance with Regulation S or pursuant to an exemption from

the registration requirements of the Securities Act.

Each Joint Lead Manager has represented and agreed that it has not offered and sold any Certificates and

will not offer or sell any Certificates as part of its distribution at any time except in accordance with Rule

903 of Regulation S.

The foregoing restrictions apply to holders of beneficial interests in the Certificates as well as holders of

the Certificates.

Each Joint Lead Manager has represented and agreed that it, its affiliates or any persons acting on its or

their behalf have not engaged and will not engage in any directed selling efforts with respect to any

Certificates.

Until 40 days after the commencement of the offering of the Certificates, an offer or sale of the

Certificates within the United States by any dealer/manager (whether or not participating in the offering)

may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than

in accordance with an available exemption from registration under the Securities Act.

Terms used in this paragraph have the meanings given to them by Regulation S of the Securities Act.

General

None of the Trustee, IFC or any Joint Lead Manager has made any representation that any action will be

taken in any jurisdiction by the Joint Lead Managers or the Trustee or IFC that would permit a public

offering of the Certificates or possession or distribution of this Prospectus (in preliminary, proof or final

form) or any other offering or publicity material relating to the Certificates (including roadshow materials

and investor presentations) in any country or jurisdiction where action for that purpose is required. Each

Joint Lead Manager has agreed that it will comply to the best of its knowledge and belief in all material

respects with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or

delivers any Certificates or has in its possession or distributes this Prospectus (in preliminary, proof or

final form) or any such other material, in all cases, at its own expense.

- 61 -

GENERAL INFORMATION

Approval of Prospectus, Admission to Trading and Listing of Certificates

Applications have been made to the DFSA for the Certificates to be admitted to the official list of

securities maintained by the DFSA and to NASDAQ Dubai for the Certificates to be admitted to trading

on NASDAQ Dubai. Each of the Trustee and IFC is an "Exempt Offeror" for the purposes of Article

13(1) of the DIFC Markets Law 2012 (the "Markets Law 2012"). Accordingly, the Trustee and IFC are

exempt from the requirement to produce a prospectus under Article 14 of the Markets Law 2012 and this

Prospectus has not been approved by the DFSA for the purposes of the Markets Law 2012.

In addition, IFC currently intends to apply to the FCA for the Certificates to be admitted to listing on the

Official List and to the London Stock Exchange for the Certificates to be admitted to trading on the

Regulated Market of the London Stock Exchange. However, prospective investors should note that there

can be no assurance that such admission to listing and trading will occur.

Authorisation

The issue of the Certificates has been duly authorised by a resolution of the Board of Directors of the

Trustee dated 7 September 2015. IFC Sukuk Company, in its capacity as the issuer and the Trustee, has

obtained all necessary consents, approvals and authorisations in the Cayman Islands in connection with

the issue and performance of the Certificates and the execution and performance of the Transaction

Documents to which it is a party.

IFC has obtained all necessary consents, approvals and authorisations in connection with the Transaction

Documents.

Clearing Systems

The Certificates have been accepted for clearance through Euroclear and Clearstream, Luxembourg

(which are the entities in charge of keeping the records) under common code 128457429 and ISIN

XS1284574297.

The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels

and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, LI 855

Luxembourg.

Significant or Material Change

Since:

(a) 30 June 2015 (the last day of the financial period in respect of which the most recent audited

consolidated annual financial statements of IFC have been prepared), there has been no material

adverse change in the consolidated financial position or prospects of IFC; and

(b) the date of its incorporation, there has been no significant change in the financial or trading

position of the Trustee and no material adverse change in the financial position or prospects of the

Trustee.

Litigation

The Trustee is not and has not been involved in any governmental, legal or arbitration proceedings

(including any such proceedings which are pending or threatened of which the Trustee is aware) since

incorporation which may have or have in such period had a significant effect on the financial position or

profitability of the Trustee.

In the normal course of its business, IFC is from time to time named as defendant or co-defendant in

various legal actions on different grounds in various jurisdictions. Although there can be no assurances,

based on the information currently available, IFC's management does not believe the outcome of any of

the various existing legal actions will have a material adverse effect of IFC's financial position, results of

operations or cash flows.

- 62 -

Auditors

The Trustee is not required by Cayman Islands law, and does not intend, to publish audited financial

statements or appoint any auditors.

The auditors of IFC are KPMG LLP, 1801 K Street, NW, Washington, DC 20006, United States of

America, independent auditors, who have audited the consolidated financial statements of IFC for the

fiscal year ended 30 June 2015 as stated in the auditor's reports incorporated by reference into this

Prospectus. The consolidated financial statements of IFC for the fiscal years ended 30 June 2014 and

2013 were also audited by KPMG LLP. KPMG does not have, or had at the time it was IFC's auditors,

any material interest in IFC.

Documents Available

For so long as any Certificates remain outstanding, physical copies (and English translations, which will

be accurate and direct translations, where the documents in question are not in English) of the following

documents will, when published, be available, during usual business hours on any weekday (excluding

Saturdays, Sundays and public holidays), for inspection by Certificateholders at the specified offices of

the Principal Paying Agent:

(a) the Memorandum and Articles of Association of the Trustee;

(b) the most recently publicly available audited financial statements of the Trustee (if any);

(c) the audited consolidated annual financial statements of IFC for the fiscal years ended 30 June 2015,

2014 and 2013, and the respective auditor's report thereon;

(d) the Transaction Documents;

(e) the pronouncements dated on or before the Issue Date and issued by the each of the Fatwa and

Shari'a Supervision Board of Dubai Islamic Bank and Dar Al Sharia Legal and Financial

Consultancy, the Executive Shariah Committee of HSBC Saudi Arabia Limited and the Shariah

Supervisory Committee of Standard Chartered Bank; and

(f) this Prospectus (including the Incorporated Information).

Shari'a Approvals

The transaction structure relating to the Certificates (as described in this Prospectus) has been approved

by the Fatwa and Shari'a Supervision Board of Dubai Islamic Bank and Dar Al Sharia Legal and

Financial Consultancy, the Executive Shariah Committee of HSBC Saudi Arabia Limited and the Shariah

Supervisory Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on

any of the approvals referred to above in deciding whether to make an investment in the Certificates and

should consult their own Shari'a advisers as to whether the proposed transaction is in compliance with

Shari'a principles.

Websites

The contents of any website referred to in this Prospectus do not form part of this Prospectus.

TRUSTEE

IFC SUKUK COMPANY

c/o MaplesFS Limited

P.O. Box 1093, Queensgate House

Grand Cayman KY1-1102

Cayman Islands

OBLIGOR

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, DC 20433

United States of America

DELEGATE

Citicorp Trustee Company Limited

Citigroup Centre

Canary Wharf

London, E14 5 LB

United Kingdom

PRINCIPAL PAYING AGENT AND PAYING AGENT

Citibank N.A., London Branch

Citigroup Centre

Canary Wharf

London, E14 5 LB

United Kingdom

REGISTRAR AND TRANSFER AGENT

Citigroup Global Markets Deutschland AG

Reuterweg 16

D-60323 Frankfurt am Main

Germany

JOINT LEAD MANAGERS

Dubai Islamic Bank P.J.S.C.

P.O. Box 1080

Dubai

United Arab Emirates

HSBC Bank plc

8 Canada Square

London, E14 5HQ

United Kingdom

National Bank of Abu Dhabi P.J.S.C.

NBAD One Tower

Sheikh Khalifa Street

P.O. Box 4

Abu Dhabi

United Arab Emirates

Standard Chartered Bank

P.O. Box 999

Dubai

United Arab Emirates

LEGAL ADVISERS

To the Joint Lead Managers as to English law To the Delegate as to English law

Clifford Chance LLP

Level 15, Burj Daman

Dubai International Financial Centre

P.O. Box 9380

Dubai

United Arab Emirates

Clifford Chance LLP

10 Upper Bank Street

London, E14 5JJ

United Kingdom

To the Trustee as to Cayman Islands law

Maples and Calder

The Exchange Building, 5th

Floor

Dubai International Financial Centre

P.O. Box 119980

Dubai

United Arab Emirates