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Barwa and Alaqaria announce full terms of their Proposed Transaction

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

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

Proposed Transaction to further enhance Barwa '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") and 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 Barwa to acquire the share capital of Alaqaria in exchange for shares in Barwa . 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.

Barwa is offering to acquire, subject to the terms and conditions to be set out in the Offer Document, each Alaqaria share in exchange for 1.100 shares in Barwa . This exchange ratio values each Alaqaria share at QAR 36.30 per share based on the closing share prices of Barwa and Alaqaria 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 Alaqaria 's closing share price on 7 January 2010.

Qatari Diar Real Estate Investment Company Q.S.C. (" Qatari Diar "), the largest shareholder in both Barwa and Alaqaria , has undertaken to support the Proposed Transaction. Furthermore, Qatari Diar has agreed to maintain a 45% equity shareholding in the enlarged Barwa 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 Barwa believes that this contribution of additional land by Qatari Diar , which has been undertaken at the request of Barwa , will be beneficial to the enlarged Barwa 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 Barwa and CEO and Managing Director of Qatari Diar , said:

"I am delighted that the terms of our transaction have now been agreed and approved by the boards of directors of both Barwa and Alaqaria and we are able to present this compelling transaction to our shareholders. The businesses of Barwa and Alaqaria are highly complementary, both geographically and operationally, and the transaction will create a company with significant scale and depth across all real estate segments. I strongly recommend that Barwa shareholders vote in favour of what would be a hugely beneficial development for Barwa ".

Sheikh Khalid Bin Khalifa Bin Jassem Al-Thani, Chairman and Managing Director of Alaqaria , said:

"This combination of our two businesses represents a very exciting opportunity for Alaqaria and Barwa , 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 Alaqaria shareholders vote in favour of this transaction".

A COMPELLING BUSINESS COMBINATION

The boards of directors of Barwa and Alaqaria 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 Barwa and Alaqaria boards of directors believe that the Proposed Transaction is a compelling business combination which will enhance Barwa '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 Barwa to acquire the shares of Alaqaria , subject to the terms and conditions to be set out in the Offer Document. Following successful completion of the Offer, Alaqaria will become a subsidiary of Barwa and those Alaqaria shareholders who validly accept the Offer will become shareholders in Barwa . It is expected that the shares of Alaqaria will be suspended from trading following the closing of the Offer.

Barwa is offering to acquire, subject to the terms and conditions to be set out in the Offer Document, each Alaqaria share in exchange for 1.100 shares in Barwa . This exchange ratio values each Alaqaria share at QAR 36.30 per share based on the closing share prices of Barwa and Alaqaria 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 Alaqaria '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 Barwa and Alaqaria .

MANAGEMENT AND BOARD OF THE ENLARGED BARWA GROUP

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

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

No changes to the management of Barwa or Alaqaria are envisaged as part of the Proposed Transaction.

SHAREHOLDER ACTIONS

Shareholders of Alaqaria 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 Alaqaria EGM and vote in favour of the resolutions to be proposed at the EGM

Shareholders of Barwa will be asked to take one action:

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

Details on accepting the Offer and on the Barwa and Alaqaria 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, Alaqaria 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 Barwa , and J.P. Morgan is acting as financial adviser to Alaqaria . Linklaters LLP and Hassan Al Khater Law Office are acting as legal advisers to Barwa , and White & Case LLP and Badri and Salim El Meouchi Law Firm LLP are acting as legal advisers to Alaqaria .

BENEFITS OF THE PROPOSED TRANSACTION
The combination of Barwa and Alaqaria is expected to bring together two highly complementary businesses with strong management talent and a high quality real estate portfolio. The boards of directors of Barwa and Alaqaria believe that completion of the Proposed Transaction and the contribution of land by Qatari Diar will provide significant benefits to shareholders and employees of Barwa and Alaqaria as set out below.

Benefits to shareholders

Barwa and Alaqaria 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 Barwa focusing on retail, office, hospitality and residential real estate and Alaqaria focusing on industrial housing. The enlarged Barwa 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 Barwa group to continue to expand its substantial pipeline of development. This will provide a strong source of future capital and income growth to shareholders.

Barwa and Alaqaria have limited geographical overlap within Qatar, with Barwa focusing on Doha, whereas Alaqaria 's portfolio is spread around Qatar's industrial cities, Doha and its suburbs. The enlarged Barwa 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 Alaqaria 's and Barwa 's respective strengths. For example, Barwa will benefit from Alaqaria 's facility and property management operations, long track record in real estate development and stable cash flow profile. Alaqaria will benefit from Barwa 's strong growth prospects, diversified portfolio, and use of services provided by Barwa 's subsidiaries, including, for example, Waseef for property management and facilities management services, and Qatar 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 Barwa 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 Barwa group.

Alaqaria 's financial profile, conservative risk management approach, stable and predictable cash flows and proven long-term track record, coupled with Barwa 's large and diversified real estate portfolio and the enlarged capital base of the enlarged Barwa 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 Barwa 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) Alaqaria and Barwa 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 Barwa group.

Qatari Diar has agreed, subject to completion of the Proposed Transaction, to contribute certain land in the Lusail area to Barwa . 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. Barwa believes that the contribution of this land will be beneficial to the enlarged Barwa 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 Barwa and Alaqaria . As a larger and more diverse business, the enlarged Barwa 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
Barwa is one of the premier organizations in the State of Qatar. As the name " Barwa " or "Contractual Commitment" suggests, we are inspired by our vision of a glowing future for Qatar.

Barwa was established in 2005 and was listed on the Doha Securities Exchange (renamed as Qatar Exchange) in 2006. Barwa '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 Barwa will be set out in the Offer Document.

About Alaqaria
Alaqaria 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.

Alaqaria 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. Alaqaria '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 Alaqaria 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