Obligation Qatari Insurance Group 4.95% ( XS1577847145 ) en USD

Qatari Insurance Group

100 % ⇌

Qatar

XS1577847145 ( en USD )

4.95% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Qatar Insurance Company XS1577847145 en USD 4.95%, échéance Perpétuelle

200 000 USD

450 000 000 USD

13/09/2026 ( Dans 161 jours )

Qatar Insurance Company (QIC) est une société d'assurance multinationale basée au Qatar, offrant une gamme complète de services d'assurance, de réassurance et de gestion des risques à travers ses filiales et ses sociétés affiliées dans le monde entier.

L'Obligation émise par Qatari Insurance Group ( Qatar ) , en USD, avec le code ISIN XS1577847145, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED
IMPORTANT: You must read the following before continuing. The following applies to the Prospectus (the "Prospectus",
which term, in this disclaimer, means the following Prospectus). You must read this disclaimer carefully before reading,
accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms
and conditions, including any modifications to them from time to time, each time you receive any information from us as a result
of such access.
THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND
MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE PROSPECTUS MAY ONLY BE DISTRIBUTED
OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS, AS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). ANY FORWARDING, DISTRIBUTION OR
REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH
THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF
OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY NOTES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES
DESCRIBED IN THE PROSPECTUS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. SUCH NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT
OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.
Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision with
respect to the Notes described therein (the "Notes"), you must not be in the United States or be, or be acting on behalf of, a U.S.
person (within the meaning of Regulation S under the Securities Act). By accepting the e-mail and accessing the Prospectus, you
shall be deemed to have represented to each of Qatar Reinsurance Company Limited (the "Issuer"), Qatar Insurance Company
S.A.Q. (the "Guarantor") and BNP Paribas, Emirates NBD PJSC, HSBC Bank plc and National Bank of Abu Dhabi P.J.S.C.
(the "Managers") that:
(i)
you are outside the United States and are not a U.S. person, as defined in Regulation S under the Securities Act, nor
acting on behalf of a U.S. person and, to the extent you purchase any Notes, you will be doing so pursuant to Regulation
S under the Securities Act;
(ii)
the electronic mail address to which the Prospectus has been delivered is not located in the United States of America, its
territories and its possessions;
(iii)
if you are a person in the United Kingdom, then you are a person who (i) has professional experience in matters relating
to investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and Markets
Act (Financial Promotion) Order 2005 (the "Order") or a certified high net worth individual within Article 48 of the
Order; and
(iv)
you consent to delivery of the Prospectus and any amendments or supplements thereto by electronic transmission.
The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Guarantor, the
Managers or their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling
any of the foregoing accepts any liability or responsibility whatsoever in respect of any discrepancies between the document
distributed to you in electronic format and the hard copy version available to you upon request from the Issuer.
You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the
Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not,
nor are you authorised to, deliver the Prospectus, electronically or otherwise, to any other person. If you receive this document by
e-mail, your use of this e-mail is at your own risk and it is your responsibility to ensure that it is free from viruses and other items
of a destructive nature. Any materials relating to the potential offering do not constitute, and may not be used in connection with,
an offer or solicitation in any place where offers or solicitations are not permitted by law. Under no circumstances shall the
Prospectus constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction in which such offer or
solicitation would be unlawful. No action has been or will be taken in any jurisdiction by the Issuer or the Guarantor or the
Managers that would, or is intended to, permit a public offering of the Notes, or possession or distribution of the Prospectus or
any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is
required.
Recipients of the Prospectus who intend to subscribe for or purchase any Notes are reminded that any subscription or purchase
may only be made on the basis of the information contained in the Prospectus in final form.

Qatar Reinsurance Company Limited
(incorporated with limited liability under the laws of Bermuda)
U.S.$450,000,000 Perpetual Subordinated Tier 2 Fixed Rate Reset Notes
guaranteed on a subordinated basis by
Qatar Insurance Company S.A.Q.
(incorporated with limited liability under the laws of Qatar)
Qatar Reinsurance Company Limited (the "Issuer" or "Qatar Re"), will issue the U.S.$450,000,000 Perpetual Subordinated Tier 2 Fixed Rate Reset Notes guaranteed by Qatar Insurance
Company S.A.Q. (the "Guarantor" or "QIC") (the "Notes") on or around 13 March 2017 (the "Closing Date"). The Notes will bear interest (i) at the rate of 4.950 per cent. per annum
(the "Initial Fixed Interest Rate") from (and including) the Issue Date to (but excluding) 13 September 2022 (the "First Call Date") and (ii) at a reset rate per annum calculated once
every five years on the basis of the mid swap rates for U.S. dollar swap transactions with a maturity of five years plus a margin of 2.786 per cent. from (and including) the First Call Date.
Interest will be payable on the Notes semi-annually in arrear on each Interest Payment Date (as defined herein), commencing 13 September 2017, provided that the Issuer may defer
payments of interest on any Issuer Optional Interest Payment Date (as defined herein), and must defer payments of interest (i) on any Issuer Mandatory Interest Deferral Date (as defined
herein) and/or (ii) if such payment could not be made in compliance with the Issuer Solvency Condition (as defined herein). Any interest which is deferred (and not paid by the Guarantor)
will, for so long as it remains unpaid, constitute "Deferred Interest". Deferred Interest will not itself bear interest, and will be payable as provided in Conditions 7(g) and 7(h).
QIC will irrevocably guarantee on a subordinated basis the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes (the "Guarantee"),
provided that the Guarantor may defer payments of interest on any Guarantor Optional Guarantee Payment Date (as defined herein), and must defer payments of interest (i) on any
Guarantor Mandatory Interest Deferral Date (as defined herein) and/or (ii) if such payment could not be made in compliance with the Guarantor Solvency Condition (as defined herein).
The Notes may be redeemed at the option of the Issuer on the First Call Date or on any Interest Payment Date thereafter or at any time following the occurrence of a Capital
Disqualification Event, Tax Event, Accounting Event or a Ratings Methodology Event (each as defined herein), provided that redemption of the Notes by the Issuer and/or payment of
amounts otherwise due and payable by the Guarantor upon the date scheduled for redemption shall be deferred in the circumstances listed in Condition 8(e). The Issuer may, alternatively,
following the occurrence of a Capital Disqualification Event, Tax Event, Accounting Event or a Ratings Methodology Event, vary or substitute the Notes in the circumstances described in
Condition 8. Any substitution or variation of the Notes, and any redemption or purchase of the Notes, will be subject to, amongst other things, the Issuer having obtained the consent or
non-objection of each Relevant Regulator (as defined herein).
If an Issuer Winding-Up commences at a time when a Guarantor Winding-Up has not commenced or does not commence on the same calendar day, the Guarantor will be substituted in
place of the Issuer as principal obligor under the Notes and the Noteholders will irrevocably assign, and shall be treated as having irrevocably assigned immediately prior to
commencement of the Issuer Winding-Up, all their rights and claims against the Issuer to the Guarantor in consideration for the Guarantor's agreement to assume the obligations of the
Issuer under the Notes. If a Guarantor Winding-Up occurs at any time, then the principal amount of the Notes will automatically be immediately and irrevocably written down to nil and
any accrued and unpaid interest thereon (whether or not then due) and any Deferred Interest will automatically be immediately and irrevocably cancelled and any remaining rights and
claims will be assigned to the Guarantor, but this will be without prejudice to the claims of the Noteholders in respect of their Notes in the Guarantor Winding-Up. Any Noteholder may
claim and/or prove in the Guarantor Winding-Up in respect of its Notes on a subordinated basis.
This Prospectus (the "Prospectus") has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC, as amended, (the "Prospectus Directive").
This Prospectus comprises a prospectus for the purposes of the Prospectus Directive. The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under
Irish and EU law pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange plc (the "Irish Stock Exchange") for the Notes to be admitted to the
official list (the "Official List") and trading on its regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for the purposes of the Markets in
Financial Instruments Directive 2004/39/EC.
The Notes will be in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof without interest coupons attached. The Notes will initially be
represented by a global registered note certificate (the "Global Certificate"), and then delivered on or about the Closing Date to the common depositary for Euroclear and Clearstream,
Luxembourg. Ownership interests in the Global Certificate will be shown on, and transfers thereof will only be effected through, records maintained by Euroclear and Clearstream,
Luxembourg and their respective participants.
The Notes and the Guarantee have not been, and will not be, registered under the Securities Act 1933, as amended (the "Securities Act") of the United States of America (the "United
States"). The Notes are subject to United States tax law requirements. The Notes are being offered outside the United States by the Managers (as defined in the section herein entitled
"Subscription and Sale") in accordance with Regulation S under the Securities Act ("Regulation S") and may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
It is expected that the Notes will, when issued, be assigned a BBB+ rating by Standard & Poor's Credit Market Services Europe Limited ("S&P"). A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
S&P is established in the European Union and are each registered under the Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such, S&P is included in the list of
credit rating agencies published by the European Securities and Markets Authorities ("ESMA") on its website in accordance with the CRA Regulation. In general, European regulated
investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA
Regulation.
An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on pages 18 to 40.

Structuring Advisor
BNP PARIBAS
Global Co-ordinators
BNP PARIBAS
HSBC
Joint Lead Managers
BNP PARIBAS
EMIRATES NBD CAPITAL
HSBC
NATIONAL BANK OF ABU DHABI
The date of this Prospectus is 9 March 2017

The Issuer accepts responsibility for the information contained in this Prospectus and to the best of the
knowledge and belief of the Issuer, which has taken all reasonable care to ensure that such is the case, such
information is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The Guarantor accepts responsibility for the information contained in this Prospectus relating to itself and the
Guarantee, including without limitation, the information contained in the section herein entitled "Description
of the Group" and to the best of the knowledge and belief of the Guarantor, which has taken all reasonable
care to ensure that such is the case, such information is in accordance with the facts and does not omit
anything likely to affect the import of such information. The Guarantor does not accept any responsibility for
any other information contained in this Prospectus or for the Prospectus as a whole.
None of Citibank, N.A., London Branch (the "Fiscal Agent"), the Issuer or the Guarantor has authorised the
making or provision of any representation or information regarding the Issuer, the Guarantor, the Notes or the
Guarantee other than, in the case of the Issuer and the Guarantor, as contained in this Prospectus or as
approved for such purpose by the Issuer or, as the case may be, the Guarantor. Any such representation or
information should not be relied upon as having been authorised by the Issuer, the Guarantor or the Fiscal
Agent.
To the fullest extent permitted by law, BNP Paribas, Emirates NBD PJSC, HSBC Bank plc and
National Bank of Abu Dhabi P.J.S.C. (the "Managers") accept no responsibility whatsoever for the
contents of this Prospectus or for any other statement, made or purported to be made on its behalf in
connection with the Issuer, the Guarantor or the issue and offering of the Notes. The Managers
accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred
to above) which it might otherwise have in respect of this Prospectus or any such statement.
The Prospectus has been filed with and approved by the Central Bank of Ireland under the Prospectus
Directive. Upon approval of this Prospectus, this Prospectus will be filed with the Registrar of Companies in
Ireland in accordance with regulation 38(1)(b) of the Prospectus (Directive 2003/71/EC) Regulations 2005, as
amended (the "Prospectus Regulations").
The Issuer is not regulated by the Central Bank of Ireland as a result of issuing the Notes. Any investment in
the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection
scheme operated by the Central Bank of Ireland.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Guarantor since the
date of this Prospectus.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes. For a
description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see
"Subscription and Sale".
Other than the application to the Central Bank of Ireland for this Prospectus to be approved,
application having been made to the Irish Stock Exchange for the Notes to be admitted to the Official
List of the Irish Stock Exchange and trading on its regulated market, and the delivery of copies of this
Prospectus to the Registrar of Companies in Ireland for registration in accordance with the Prospectus
Regulations, no action has been or will be taken to permit a public offering of the Notes or the
distribution of this Prospectus in any jurisdiction where action for that purpose is required. The
distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus (or any part hereof) comes are required by the

3

Issuer, the Guarantor and the Managers to inform themselves about, and to observe, any such
restrictions.
In particular, the Notes and the Guarantee have not been and will not be registered under the Securities Act.
Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to U.S.
persons (as defined in Regulation S).
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING
MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE OF THE NOTES
AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER
(OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
In this Prospectus, references to "U.S. dollars", "U.S.$" or "$" are to the lawful currency for the time being of
the United States of America, references to "Euro", "euro" or "" are to the lawful currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty establishing the
European Community, as amended by the Treaty on the Functioning of the European Union and references to
"Qatari riyal" or "QR" are to the lawful currency for the time being of Qatar.
Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures that precede them.
The language of this Prospectus is English.
The Notes may be offered or sold in Bermuda only in compliance with the provisions of the Investment
Business Act 2003 and the Exchange Control Act 1972 (and regulations made thereunder) and the
requirements of the related regulations of Bermuda which regulate the sale of securities in Bermuda.
The Bermuda Monetary Authority (the "BMA"), the Registrar of Companies and the Minister of Economic
Development accept no responsibility for the financial soundness of any proposal or for the correctness of any
of the statements made or opinions expressed herein.
No invitation whether directly or indirectly may be made to the public in Bermuda to subscribe for the Notes.

4

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
Financial information relating to the Group
The financial information relating to QIC and its subsidiaries (together, the "Group") and set out in this
document has been derived from:

the Group's audited consolidated financial statements as at, and for the year ended, 31 December 2016
(the "2016 Financial Statements"); and

the Group's audited consolidated financial statements as at, and for the year ended, 31 December 2015
(the "2015 Financial Statements" and, together with the 2016 Financial Statements, the "Financial
Statements").
The Financial Statements have been prepared in accordance with International Financial Reporting Standards
("IFRS") issued by the International Accounting Standards Board (the "IASB") and applicable provisions of
Qatar Commercial Companies Law.
The Annual Financial Statements have been audited by Deloitte & Touche Qatar Branch, Chartered
Accountants, (the "Auditors") in accordance with International Standards on Auditing. The Auditors have
issued unqualified audit reports in respect of each of the Financial Statements.
The Group's financial year ends on 31 December, and, save where the context does not permit, references in
this Prospectus to "2016", "2015" and "2014" are to the 12-month period ended on 31 December of such year.
Financial information relating to the Issuer
This Prospectus also includes:

the Issuer's audited consolidated financial statements as at, and for the year ended, 31 December 2016
(the "Issuer's 2016 Financial Statements"); and

the Issuer's audited consolidated financial statements as at, and for the year ended, 31 December 2015
(together with the Issuer's 2016 Financial Statements, the "Issuer's Annual Financial Statements").
The Issuer's Annual Financial Statements have been prepared in accordance with IFRS issued by the
International Accounting Standards Board.
The Issuer's Annual Financial Statements have been audited by the Auditors in accordance with International
Standards on Auditing. The Auditors have issued unqualified audit reports in respect of each of the Issuer's
Annual Financial Statements.
Reclassification of certain Financial Information
Investments and Short-term Borrowings
The Group uses fixed income securities as collateral to borrow on a short-term basis in U.S. dollars. In the
2015 Financial Statements, the Group followed an accounting policy whereby this short-term borrowing was
offset against the total fixed income investments in the presentation of the 2015 Financial Statements. In
2016, the Group adopted certain clarifications issued by the IASB on IAS 32 Financial Instruments:
Presentation. As a result, the 2016 Financial Statements present fixed income investments and short-term
borrowing on a gross basis on the face of the statement of financial position. These restatements also
impacted the presentation of investment income in the consolidated income statement, which had previously

5

been presented net of finance costs for the short-term borrowings and both in the investing activities and
financing activities sections of the consolidated statement of cash flows. In accordance with IFRS 8
Accounting Policies, Changes in Accounting Estimates and Errors, the comparative figures as at 31 December
2015 presented in the 2016 Financial Statements have been restated.
This change in accounting policy does not, however, have any financial impact on the Group's net income,
retained earnings or total equity.
Insurance Contract Liabilities and Reinsurance Contract Assets
In 2016, the Group reclassified and eliminated certain reinsurance contract assets and insurance contract
liabilities. This reclassification was made to eliminate the inter-company effects of quota share business
across the Group. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors, the comparative figures as at 31 December 2015 presented in the 2016 Financial Statements have been
restated.
This reclassification does not, however, have any financial impact on the Group's net income, retained
earnings or total equity.
Other Adjustments
During 2016, certain figures relating to 2015 were restated due to the outcome of audits performed by
auditors of certain Group subsidiaries. These restatements did not have any financial impact on the Group's
net equity or profit and loss account. In addition, the gross claims paid and reinsurance recoveries line items
in the consolidated statement of income were both restated for the effect of intercompany transactions. This
did not result in any change in the net profit. 2014 figures have been restated for comparability in this
document.
Further details of the changes described above are set out below.
As at 31
As at 31
December
December
2015
2015

(unrestated)
(restated)
Change

(QR million)

Investments ..............................................................................

7,414
10,594
3,179
Short-term borrowings ..............................................................

364
3,543
3,179
Reinsurance contract assets .......................................................

5,607
2,128
(3,478 )
Insurance contract liabilities .....................................................

15,246
11,768
(3,478 )
Insurance and other receivables ................................................

6,617
6,481
(136 )
Provisions, reinsurance and other payables ...............................

2,504
2,368
(136 )
Reflecting the above factors, all 2015 financial information presented in this Prospectus has, save where it is
specifically identified to be "unrestated", been derived from the 2016 Financial Statements. All unrestated
2015 financial information has been derived from the 2015 Financial Statements.
Non-IFRS Financial Information and Alternative Performance Measures
This Prospectus includes certain financial information which has not been prepared in accordance with IFRS
and which also constitutes Alternative Performance Measures ("APMs") as defined in the European
Securities and Markets Authority Guidelines ("ESMA Guidelines") on Alternative Performance Measures.

6

See "Selected Financial Information--Selected Non-IFRS Financial Information and APMs". None of this
financial information is subject to any audit or review by independent auditors. This financial information has
been included in this Prospectus because the Group considers it to be an important supplemental measure of
the Group's operating performance and financial position and the Group believes that it may be used by
securities analysts, investors and other interested parties in the evaluation of the Group's performance in
comparison with other insurance groups.
APMs are not a measure of financial performance under IFRS and should not be considered in isolation or as
a substitute for operating profit, cash flow from operating activities or other financial measures of the Group's
results of operations or liquidity computed in accordance with IFRS. Other companies, including those in the
Group's industry, may calculate the APMs presented differently from the Group. As all companies do not
calculate these APMs in the same manner, the Group's presentation of the APMs may not be comparable to
other similarly titled APMs presented by other companies.
Presentation of Other Information
Currencies
Unless otherwise indicated, the financial information contained in this Prospectus has been expressed in
Qatari riyals. The Guarantor's functional currency is the Qatari riyal and the Financial Statements are
prepared in Qatari riyal. The Qatari riyal currently is, and since the mid-1980s has been, pegged to the U.S.
dollar at a fixed exchange rate of QAR 3.64 per U.S.$1.00.
Rounding
Certain figures contained in this Prospectus, including financial information, have been subject to rounding
adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables
contained in this Prospectus may not conform exactly to the total figure given for that column or row.
Percentages in tables have been rounded and accordingly may not add up to 100 per cent. Where the figure
"0" appears in a table it means that the relevant item has been rounded to zero. Where a "--" appears in a
table, it means that there is no figure for the relevant item.
Market share
Where possible, market share data referred to in this Prospectus has been sourced from independent sources
as stated. Where an estimate of the Group's market share has been included, it has been calculated by the
Guarantor using its own data and that of its competitors based on available information released by the
Guarantor's competitors and, in some cases, on industry data collected by the independent sources referred to
in this Prospectus. Undue reliance should not be placed on market share data because of differences in the
dates as of which such data may be made available by the Guarantor and its competitors and because the
Guarantor cannot verify the information provided by its competitors. While the Guarantor believes the
statements contained in this Prospectus, including customer and market share information, to be reliable, to
provide fair and adequate estimates of the size of the insurance market and to fairly reflect the Group's
competitive position within that market, these statements have not been independently verified and the
Guarantor does not make any representation or warranty as to the accuracy or completeness of such
information in this Prospectus.
None of the market or industry data contained in this Prospectus has been audited or otherwise reviewed by
external auditors, consultants or independent experts.
Statistical information
Statistical information relating to Qatar included in this Prospectus has been derived from official public
sources, including the International Monetary Fund (the "IMF"), the Qatar Central Bank (the "QCB") and the

7

Qatar Statistical Authority (the "QSA"). All such statistical information may differ from that stated in other
sources for a variety of reasons, including the use of different definitions and cut-off times. The statistical data
presented in this Prospectus may subsequently be revised as new statistical data becomes available and any
such revised data will not be circulated by the Group to investors who have purchased the Notes.
None of the Managers, the Issuer or the Guarantor accepts responsibility for the factual correctness of any
such statistics or other third party information. Without prejudice to the foregoing, each of the Issuer and the
Guarantor confirms that such third party information has been accurately reproduced and that, so far as it is
aware and is able to ascertain from information published by such sources, no facts have been omitted which
would render the reproduced information inaccurate or misleading.
Defined Terms
In this Prospectus:

"GCC" refers to the Gulf Cooperation Council, comprising Bahrain, Kuwait, Oman, Qatar, Saudi
Arabia and the United Arab Emirates (the "UAE");

"Government" refers to the Government of Qatar;

"MENA region" refers to the Middle East and North Africa region;

"Qatar" refers to the State of Qatar;

"QR" refers to the lawful currency of Qatar; and

"U.S. dollars" or "U.S.$" refers to the lawful currency of the United States of America.
Technical Insurance Terms
"Ceding" is the act of purchasing reinsurance because the purchaser (i.e. the original insurance company (the
"cedent")) is ceding part of its risk;
"Direct insurance" is a contractual arrangement under which a third party (non-insurance company) secures
coverage from an insurer for a potential loss to which that third party is exposed;
"Facultative reinsurance" is a contract only covering all or part of a single specific policy of insurance and
is commonly purchased for large, unusual or catastrophic risks. In these contracts, the reinsurer separately
rates and underwrites each risk rather than assuming all or a portion of a class of risks, as in the case of treaty
reinsurance;
"Non-proportional" (or "excess of loss" or "XL") reinsurance means that the reinsurer's liability is not
triggered until the cedent's losses exceed a specified monetary amount. Non-proportional business is written
in layers and a reinsurer accepts a band of coverage up to a specified amount. The total coverage purchased
by the cedent is referred to as a programme and is typically placed with predetermined reinsurers in pre-
negotiated layers. Any liability exceeding the upper limit of the programme reverts to the cedent;
"Proportional" (or "pro rata") reinsurance is characterised by a proportional division of liability and
premium between the cedent and the reinsurer. The cedent pays the reinsurer a predetermined share of the
premium and the reinsurer indemnifies the cedent for a like share of the loss and the expense incurred by the
cedent in its defense and settlement of claims;
"Reinsurance" is a contractual arrangement under which the cedent secures coverage from a reinsurer for a
potential loss to which the cedent is exposed under one or more insurance policies issued by it to one or more

8

original insureds. The risk indemnified against is the risk that the cedent will have to pay on the underlying
insured risk. Because reinsurance is a contract of indemnity, absent specific cash-call provisions, the reinsurer
is not required to pay under the reinsurance contract until after the cedent has paid a loss to an original
insured;
"Retrocession" is a contractual arrangement under which a reinsurer secures coverage from another reinsurer
for a potential loss to which the first reinsurer is exposed under reinsurance policies issued by it; and
"Treaty reinsurance", the most common form of reinsurance, covers some portion of a defined class of an
insurance company's business. Reinsurance treaties cover all of the risks written by the cedent that fall within
their terms unless exposures are specifically excluded. Thus, in most cases, neither the cedent nor the
reinsurer has the "faculty" to exclude from a treaty a risk that fits within the treaty terms. As a result, treaty
reinsurers rely heavily on the cedent's underwriting. Treaty relationships are often long-term.
No incorporation of Website Information
The Issuer's website is www.qatarreinsurance.com and the Guarantor's website is www.qatarinsurance.com.
The information on these websites or any other website mentioned in this Prospectus or any website directly
or indirectly linked to these websites has not been verified and is not incorporated by reference into this
Prospectus, and investors should not rely on it.

9

TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................... 5
OVERVIEW ...................................................................................................................................................... 11
RISK FACTORS ...............................................................................................................................................18
USE OF PROCEEDS ........................................................................................................................................41
SELECTED FINANCIAL INFORMATION ....................................................................................................42
FINANCIAL REVIEW .....................................................................................................................................48
DESCRIPTION OF THE ISSUER ...................................................................................................................72
DESCRIPTION OF THE GROUP ....................................................................................................................78
RISK MANAGEMENT ..................................................................................................................................100
MANAGEMENT AND EMPLOYEES .......................................................................................................... 113
OVERVIEW OF QATAR ................................................................................................................................122
OVERVIEW OF INSURANCE REGULATIONS IN QATAR .......................................................................126
TERMS AND CONDITIONS OF THE NOTES ............................................................................................128
DEED OF GUARANTEE ...............................................................................................................................160
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ...................................166
TAXATION .....................................................................................................................................................169
SUBSCRIPTION AND SALE ........................................................................................................................171
GENERAL INFORMATION ..........................................................................................................................173
INDEX TO FINANCIAL STATEMENTS ......................................................................................................175

10