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AL MAZAYA HOLDING COMPANY K.S.C. (CLOSED) AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(All amounts are in Kuwaiti Dinars)

The consolidated financial statements include the financial statements of AI Mazaya Holding Company -

K.S.C. (Closed) (the Parent Company) and the following subsidiaries:

Ownership percentage

Country of

2008

2007

Subsidiaries

incorporation

%

%

AI Mazaya Real Estate Development Company - K.S.C. (Closed)

Kuwait

100

100

AI Mazaya Real Estate FZlLLC and its subsidiaries:

U.A.E

100

100

AI Dana Real Estate Limited

U.A.E

100

100

AI Rayhan Real Estate Limited

U.A.E

100

100

Advantage General Trading Co. W.L.L.

UAE

100

100

AI Mazaya AI Khalijia for General

Trading and Contracting -

Khalid S. Esbaitah and Partners - W.L.L.

Kuwait

100

100

AI Mazaya Arabian Real Estate Company - Khalid S. Esbaitah

and Partners - W.L.L.

Kuwait

100

100

AI Mazaya International

tor Projects Management Company -

Khalid S. Esbaitah and Partners - W.L.L.

Kuwait

100

100

Mazaya Lebanon Company - SAL.

(Holding) and its subsidiary:

Lebanon

100

100

Mazaya Lamartien - SAL.

Lebanon

100

100

Seven Zones Real Estate Company K.S.C. (Closed)

Kuwait

100

First Dubai Real Estate Development

Company - K.S.C. (Closed)

and its subsidiary:

Kuwait

66.88

81.78

Future International

Project Management

- W.L.L. and its

subsidiary:

Kuwait

85.16

Waterfront Real Estate Company K.S.C. (Closed)

Kuwait

91.97

During the year, the Parent Company acquired additional 4.5% interest in the equity of First Dubai for

Real Estate Development Company - K.S.C. (Closed) for an amount of KD 4,581,355. The goodwill

resulting from the additional acquisition of this subsidiary is as follows:

Balance at the beginning of the year

Related to additions

Less: The group's share of fair value of identifiable assets and liabilities at

the date of the acquisition

Net goodwill

Related to disposals

Balance at the end of the year

2008

1,005,927

4,581,355

(1,836,173)

3,751,109

(491,502)

3,259,607

During the year, First Dubai Real Estate Development Company K.S.C.(Closed) - subsidiary - increased

its authorized capital to 1 billion shares. The Parent Company sold a portion of its waiver of subscription

in the subsidiary's capital increase. This resulted in a dilution loss amounting to KD 2,893,829 and

reduction in the percentage of ownership by 11.17%.

Also, the Parent Company sold a portion of its interest in the equity of First Dubai for Real Estate

Development Company - K.S.C. (Closed) representing 3.73% resulting in a gain of KD 4,448,623. The

decrease in the goodwill related to the sale transaction amounted to KD 491,502.

Investment in subsidiary - First Dubai Real Estate Development Company K.S.C.C. with a fair market

value of KD 10,000,000 is pledged against a term loan (Note 15).

During the year, a subsidiary to the Group (First Dubai Real Estate Development Company K.S.C.C.)

acquired 85.16% in equity of Future Intemational Project Management - W.L.L. which in tum owns

91.97% in equity of Waterfront Real Estate Company K.S.C.C. Accordingly, the balances in the

consolidated financial statements of the Group include the following assets and liabilities for this

subsidiary, while the comparative figures for the year ended December 31, 2007 do not include such

information:

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