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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)

18.

Deferred consideration on acquisition of properties

2008

Balanceat the beginning of the year

Additions

Additions relating to a newly consolidated subsidiary

Consideration paid during the year

Foreigncurrency transaction adjustments

Balance at the end of the year

38,699,426

16,711,032

10,859,034

(32,264,721 )

3,048

2007

33.421,846

33,531)83

34,007,819

(28,254,203)

38,699,426

19.

Share capital

Authorized, issued and paid-up capital consists of

454,069,800

shares (

2007 - 315,891,500

shares) of

100

fils each (Note

39).

20.

Share premium

This represents cash received in excess of the par value of the shares issued.

21.

Reserves

Statutory reserve

As required by the Commercial Companies Law and the Parent Company's Articles of Association,

10%

of

the profit for the year attributable to equity holders of the Parent Company before contribution to Kuwait

Foundation for the Advancement of Sciences, National Labour Support Tax, contribution to Zakat and

Board of Directors' remuneration is transferred to statutory reserve. The Parent Company may resolve to

discontinue such annual transfers when the reserve equals

50%

of the capital. This reserve is not

available for distribution except in cases stipulated by Law and the Parent Company's Articles of

Association, the Parent Company has transferred an amount of KD

1,353,662

for the year ended

December

31, 2008.

Voluntary reserve

As required by the Parent Company's Articles of Association,

10%

of the profit for the year attributable to

equity holders of the Parent Company before contribution to Kuwait Foundation for the Advancement of

Sciences, National Labour Support Tax, contribution to Zakat and Board of Directors' remuneration is

transferred to the voluntary reserve. Such annual transfers may be discontinued by a resolution of the

shareholders' General Assembly upon recommendation by the Board of Directors, the Parent Company

has transferred an amount of KD

1,353,662

for the year ended December

31, 2008.

22.

Treasury shares

2008

2007

Number of shares (shares)

Percentageof issued shares

(%)

Market value (KD)

Cost (KD)

42,847,154

9.44%

13,496,854

28,049,447

5,228,695

1.66%

3.450,938

2,889,821

33