Barwa and Alaqaria announce full terms of their Proposed Transaction

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Offer Document containing details of the Proposed Transaction and the Offer by BarwaBarwa to be published and circulated to shareholders in due course

Qatari DiarQatari Diar undertakes to support the Proposed Transaction in respect of its holdings of 45% and 27% of the share capital of BarwaBarwa and AlaqariaAlaqaria, respectively, and to maintain a 45% equity shareholding in the enlarged BarwaBarwa group through a contribution of land in the Lusail area

Proposed Transaction to further enhance BarwaBarwa's position as a leading regional real estate company with a combined market capitalisation of approximately QR11.1 billion / US$3.0 billion

Doha, 4 March 2010 - Barwa Real Estate Company Q.S.C. ("Barwa")Barwa Real Estate Company Q.S.C. ("Barwa") and Qatar Real Estate Investment Company Q.S.C. ("Alaqaria")Qatar Real Estate Investment Company Q.S.C. ("Alaqaria") today announced that, following the companies' joint announcement on 10 January 2010 of the financial terms of the proposed combination of their respective businesses (the "Proposed Transaction"), the full terms of the Proposed Transaction have now been finalised. The Proposed Transaction will be effected through an offer (the "Offer") by BarwaBarwa to acquire the share capital of AlaqariaAlaqaria in exchange for shares in BarwaBarwa. Full details of the terms and conditions of the Offer and the Proposed Transaction will be made available in a formal offer document (the "Offer Document") which will be distributed to shareholders.

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Qatari Diar Real Estate Investment CompanyQatari Diar Real Estate Investment Company Q.S.C. ("Qatari DiarQatari Diar"), the largest shareholder in both BarwaBarwa and AlaqariaAlaqaria, has undertaken to support the Proposed Transaction. Furthermore, Qatari DiarQatari Diar has agreed to maintain a 45% equity shareholding in the enlarged BarwaBarwa group through a contribution of certain land in the Lusail area. Such land is to be known as the Education and Medical District. Further details of this transaction will be included in the Offer Document.

The board of directors of BarwaBarwa believes that this contribution of additional land by Qatari DiarQatari Diar, which has been undertaken at the request of BarwaBarwa, will be beneficial to the enlarged BarwaBarwa group, allowing it to increase its land reserves providing significant scope for future development.

COMMENT

Commenting on the Proposed Transaction, Ghanim Bin Saad Al Saad, Chairman and Managing Director of BarwaBarwa and CEO and Managing Director of Qatari DiarQatari Diar, said:

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"This combination of our two businesses represents a very exciting opportunity for AlaqariaAlaqaria and BarwaBarwa, and in particular for the shareholders of both companies. The Offer, which represents a 30.6% premium to the value of the shares on 7 January 2010, recognises the inherent current and future value of the company. I strongly recommend that AlaqariaAlaqaria shareholders vote in favour of this transaction".

A COMPELLING BUSINESS COMBINATION

The boards of directors of BarwaBarwa and AlaqariaAlaqaria recognise the importance of combining their two businesses to form a Qatari real estate company with operations across the entire real estate value chain. The Proposed Transaction represents an excellent strategic fit, bringing together two large complementary Qatari real estate companies that operate in different segments of the real estate industry, including industrial housing, residential communities, commercial complexes, international mixed-use developed communities, a full service bank and various businesses offering real estate support services such as project management, properties and facilities management, and utility services.

The BarwaBarwa and AlaqariaAlaqaria boards of directors believe that the Proposed Transaction is a compelling business combination which will enhance BarwaBarwa's position as a leading regional real estate company with scale and enhanced financial and operational ability to capture a significant share of the market in Qatar and growth opportunities internationally.

TERMS OF THE PROPOSED TRANSACTION

The Proposed Transaction will be effected through an offer by BarwaBarwa to acquire the shares of AlaqariaAlaqaria, subject to the terms and conditions to be set out in the Offer Document. Following successful completion of the Offer, AlaqariaAlaqaria will become a subsidiary of BarwaBarwa and those AlaqariaAlaqaria shareholders who validly accept the Offer will become shareholders in BarwaBarwa. It is expected that the shares of AlaqariaAlaqaria will be suspended from trading following the closing of the Offer.

BarwaBarwa is offering to acquire, subject to the terms and conditions to be set out in the Offer Document, each AlaqariaAlaqaria share in exchange for 1.100 shares in BarwaBarwa. This exchange ratio values each AlaqariaAlaqaria share at QAR 36.30 per share based on the closing share prices of BarwaBarwa and AlaqariaAlaqaria on 7 January 2010, the trading day prior to the announcement of the initial terms of the Proposed Transaction, and represents a 30.6% premium over AlaqariaAlaqaria's closing share price on 7 January 2010.

The terms of the Proposed Transaction, including the exchange ratio, have been approved separately by the boards of directors of BarwaBarwa and AlaqariaAlaqaria.

MANAGEMENT AND BOARD OF THE ENLARGED BARWABARWA GROUP

Following completion of the Proposed Transaction, it is intended that a representative of BarwaBarwa will be appointed to the board of directors of AlaqariaAlaqaria. AlaqariaAlaqaria will continue to operate as a separate business unit of the enlarged BarwaBarwa group.

The composition and authority of BarwaBarwa's board of directors will not change as a result of the Proposed Transaction.

No changes to the management of BarwaBarwa or AlaqariaAlaqaria are envisaged as part of the Proposed Transaction.

SHAREHOLDER ACTIONS

Shareholders of AlaqariaAlaqaria will be asked to take two actions:

• Accept the Offer by tendering their shares in accordance with the process which will be set out in the Offer Document when it is received

• Attend the AlaqariaAlaqaria EGM and vote in favour of the resolutions to be proposed at the EGM

Shareholders of BarwaBarwa will be asked to take one action:

• Attend the BarwaBarwa EGM and vote in favour of the resolutions to be proposed at the EGM

Details on accepting the Offer and on the BarwaBarwa and AlaqariaAlaqaria EGMs will be contained in the Offer Document.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The key expected dates for the Proposed Transaction and Offer will be announced once the Offer Document is published. The Offer will open on or around the time of publication of the Offer Document and is expected to remain open until mid-April 2010. Shareholders of each company will be asked to approve resolutions relating to the Proposed Transaction at extraordinary general meetings of each company to be held on 30 March 2010.

Upon the launch of the Offer, AlaqariaAlaqaria shareholders will receive the Offer Document which will provide full details of the terms and conditions of the Proposed Transaction and the Offer, and provide instructions on the process to be followed by shareholders in order to accept the Offer and vote at the extraordinary general meetings.

OTHER INFORMATION

Goldman Sachs International and The First Investor Q.S.C.C. are acting as financial advisers to BarwaBarwa, and J.P. Morgan is acting as financial adviser to AlaqariaAlaqaria. Linklaters LLP and Hassan Al Khater Law Office are acting as legal advisers to BarwaBarwa, and White & Case LLP and Badri and Salim El Meouchi Law Firm LLP are acting as legal advisers to AlaqariaAlaqaria.

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Benefits to shareholders

BarwaBarwa and AlaqariaAlaqaria are leading Qatari real estate companies with highly complementary businesses in terms of both operational and geographical characteristics.

The two companies have non-competing portfolios, with BarwaBarwa focusing on retail, office, hospitality and residential real estate and AlaqariaAlaqaria focusing on industrial housing. The enlarged BarwaBarwa group will benefit from a balanced mix of income generating investment property, including property that is subject to long-term lease agreements, development properties which upon completion will either be leased or sold, and undeveloped land which will allow the enlarged BarwaBarwa group to continue to expand its substantial pipeline of development. This will provide a strong source of future capital and income growth to shareholders.

BarwaBarwa and AlaqariaAlaqaria have limited geographical overlap within Qatar, with BarwaBarwa focusing on Doha, whereas AlaqariaAlaqaria's portfolio is spread around Qatar's industrial cities, Doha and its suburbs. The enlarged BarwaBarwa group will continue to seek opportunities overseas to expand its current international footprint.

The Proposed Transaction is expected to deliver enhanced shareholder value by leveraging AlaqariaAlaqaria's and BarwaBarwa's respective strengths. For example, BarwaBarwa will benefit from AlaqariaAlaqaria's facility and property management operations, long track record in real estate development and stable cash flow profile. AlaqariaAlaqaria will benefit from BarwaBarwa's strong growth prospects, diversified portfolio, and use of services provided by BarwaBarwa's subsidiaries, including, for example, Waseef for property management and facilities management services, and Qatar Project ManagementQatar Project Management for project management services.

The Proposed Transaction, would result in a Qatari real estate company with activities across all real estate segments and with increased financial strength and scale that will support future growth.

On completion of the Proposed Transaction, the enlarged BarwaBarwa group is expected to have:

(a) QAR 38.3 billion of total assets as at 30 September 2009, making it the largest publicly listed real estate company in Qatar by total assets;

(b) a market capitalisation of QAR 11.1 billion as at 7 January 2010, making it the 9th largest company listed on the Qatar Exchange and the 6th largest publicly listed real estate company in the GCC region by market capitalisation; and

(c) a more diversified range of real estate activities and complementary businesses, which should result in a lower risk investment for shareholders.

The Proposed Transaction will create a group with significant scale and depth across all real estate segments, which will continue to play a critical role in supporting the economic development of Qatar. Enhanced diversification improves the risk profile of the enlarged BarwaBarwa group.

AlaqariaAlaqaria's financial profile, conservative risk management approach, stable and predictable cash flows and proven long-term track record, coupled with BarwaBarwa's large and diversified real estate portfolio and the enlarged capital base of the enlarged BarwaBarwa group, should strengthen its ability to access various forms of finance. Furthermore, the larger and more diversified balance sheet should provide greater strategic flexibility and enhanced competitive positioning for the enlarged BarwaBarwa group.

Value creation through adoption of best practices and achievement of cost synergies.

Whilst not considered to be material in the context of the Proposed Transaction, cost synergies are expected to be delivered principally from:

(a) elimination of duplicate central support functions and redeployment of resources to higher growth areas;

(b) AlaqariaAlaqaria and BarwaBarwa making use of each other's existing in-house capabilities;

(c) integration of platforms such as information technology and accounting systems; and

(d) improved purchasing power with suppliers.

The contribution of the QD land will benefit the enlarged BarwaBarwa group.

Qatari DiarQatari Diar has agreed, subject to completion of the Proposed Transaction, to contribute certain land in the Lusail area to BarwaBarwa. Such land, which is to be known as the Education and Medical District, covers 645,595 square metres and is approximately 20 kilometres north of Doha International Airport. BarwaBarwa believes that the contribution of this land will be beneficial to the enlarged BarwaBarwa group, allowing it to increase its land reserves, providing significant scope for future development.

Benefits to employees

The Proposed Transaction will provide significant benefits to the employees of both BarwaBarwa and AlaqariaAlaqaria. As a larger and more diverse business, the enlarged BarwaBarwa group will provide a wider range of career opportunities for its employees in addition to career development capacity through the offering of wider opportunities.

-Ends-

About Barwa
BarwaBarwa is one of the premier organizations in the State of Qatar. As the name "BarwaBarwa" or "Contractual Commitment" suggests, we are inspired by our vision of a glowing future for Qatar.

BarwaBarwa was established in 2005 and was listed on the Doha Securities Exchange (renamed as Qatar Exchange) in 2006. BarwaBarwa's total shareholders' equity was QR 5.3 billion and total assets were QR 29.6 billion as of 30 September 2009.

Further information on BarwaBarwa will be set out in the Offer Document.

About Alaqaria
AlaqariaAlaqaria is a Qatari public shareholding company, with diversified activities in the real estate sector in the State of Qatar, and the largest real estate developer in the industrial cities of Qatar.

AlaqariaAlaqaria was established in 1995. The Company was one of the first to be listed on the Doha Securities Exchange (renamed as Qatar Exchange) and is rated Baa1 by Moody's and BBB+ by Fitch. AlaqariaAlaqaria's total shareholders' equity was QR 2.0 billion and total assets were QR 6.6 billion as of 30 September 2009.

Further information on AlaqariaAlaqaria will be set out in the Offer Document.

Seb Hoyle
Director, Middle East
Citigate Dewe Rogerson
Level 15, Commercialbank Plaza
PO Box 27111
Doha, Qatar
Email: Sebastian.hoyle@citigatedr.com
Tel: +974 452 8335 / Fax: +974 452 8383
Mob (Qatar): +974 5467 917
Mob (UK): +44 7799 476804

CONTACTS
For more information on Barwa
Citigate Dewe Rogerson
Seb Hoyle / Ayman Hammamieh
+974 452 8335

For more information on Alaqaria
Capital MS&L
Patrick Forbes / Farris Bukhari
+974 588 5345

For more information see www.citigatedr.co.uk

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© Press Release 2010