DUBAI GOLD SECURITIES LLP (Incorporated and registered in DIFC

under the Companies Law 2006 (DIFC Law 3/2006) with registered number 0780)

Issuance of up to 1,000,000,000 Dubai Gold Securities

Application has been made to NASDAQ Dubai Ltd. (the "NASDAQ Dubai") for the Dubai Gold Securities to be admitted to the Official List of Securities of NASDAQ Dubai and for such securities to be admitted to trading on NASDAQ Dubai.

The Dubai Gold Securities will be offered by way of an Exempt Offer in the Dubai International Financial Centre ("DIFC").

Whenever any Dubai Gold Securities are to be issued, notice of the number of such Dubai Gold Securities will be specified in the relevant Pricing Supplement which will be delivered to NASDAQ Dubai before such Dubai Gold Securities are issued.

Dubai Gold Securities Limited Liability Partnership ("DGS LLP") (the "Issuer") has agreed to issue up to 1,000,000,000 Dubai Gold Securities ("Dubai Gold Securities") which may be issued from time to time, provided that DGS LLP reserves the right to increase the number of Dubai Gold Securities that may be issued.

A copy of this Offering Document, which comprises a base offering document relating to the Dubai Gold Securities in compliance with the Listing Rules, has been filed with NASDAQ Dubai and made available to the public at the registered office of DGS LLP and will be published on the NASDAQ Dubai website. The Dubai Gold Securities will be issued on a continuing basis from the date of this Offering Document.

The Directors of DGS LLP, together with DGS LLP, accept responsibility for the information contained in this Offering Document. To the best of their knowledge and belief of the Directors and DGS LLP (who have taken all reasonable care to ensure this is the case) the information contained in this Offering Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Dubai Multi Commodities Centre Authority (the "DMCCA") and the World Gold Council (the "WGC") have come together to set-up a joint venture vehicle Dubai Gold Investments incorporated in the DMCC free zone in the UAE on 10 February 2009. Dubai Gold Investments has entered into a Services Agreement with DGS LLP, a limited liability partnership incorporated in the DIFC on 16 February 2009.

Whilst the WGC and the DMCCA consented to the use of their name in this Offering Document, potential investors should be aware that the WGC and DMCCA assume no responsibility as to the contents of this Offering Document and do not carry on activities relating to the sale of the Dubai Gold Securities. The Dubai Gold Securities will be obligations solely of DGS LLP as described herein. The WGC and the DMCCA do not provide any guarantee in respect of the Dubai Gold Securities and are not responsible or liable for the Dubai Gold Securities or any acquisition of the Dubai Gold Securities in any way.

Whilst Dubai Gold Investments ("DGI") has consented to the use of its name in this Offering Document, potential investors should be aware that DGI assumes no responsibility as to the contents of this Offering Document and does not carry on activities relating to the sale of Dubai Gold Securities. The Dubai Gold Securities will be obligations solely of DGS LLP as described herein. DGI does not provide any guarantee in respect of the Dubai Gold Securities and is not responsible or liable for the Dubai Gold Securities or any acquisition of Dubai Gold Securities in any way.

Dubai Commodity Asset Management DMCC ("DCAM"), owner of the "DCAM" trademarks and marketing agent, has consented to the use of the "DCAM" names and logos in this Offering Document and any marketing materials to be issued for the promotion of Dubai Gold Securities. DCAM and its subsidiaries take no responsibility or liability for any consequences financial or otherwise arising from the subscription or acquisition of any instrument described in this Offering Document. Investors should make their own appraisal of the risks and should consult to the extent necessary their own legal, financial, tax, accounting and other professional advisers in this respect prior to any subscription or acquisition.

An investment in Dubai Gold Securities involves a degree of risk. In addition to the other information contained in this Offering Document the risk factors set out under the heading "Risk Factors" below should be carefully considered by prospective investors before deciding whether to invest in Dubai Gold Securities. The price of securities can go down as well as up.

Nothing in this Offering Document or anything communicated to holders or potential holders of the Dubai Gold Securities or other obligations by DGS LLP is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for the Dubai Gold Securities or the exercise of any rights attached thereto for the purposes of the Regulatory Law, DIFC Law No.1 of 2004, the Markets Law, DIFC Law No. 12 of 2004 and the rules made thereunder, as amended.

NASDAQ Dubai takes no responsibility for the contents of this Offering Document, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Offering Document.

The Dubai Gold Securities have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act"), as amended, or under the securities laws of any states of the United States. Except in a transaction exempt from the registration requirements of the Securities Act and applicable United States securities laws, the Dubai Gold Securities may not be directly or indirectly offered, sold, taken up, delivered or transferred in or into the United States.

DFSA Exempt Offer Statement: This statement relates to an Exempt Offer in accordance with the Offered Securities Rules (the "OSR") of the Dubai Financial Services Authority (the "DFSA"). This statement is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Offering Document nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this Offering Document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this Offering Document you should consult an authorized financial adviser.

Whilst a pronouncement or fatwa has been issued by the Shariah Supervisory Board confirming that, in its view, the proposed issue of the Dubai Gold Securities has been structured in compliance with Shariah principles, potential investors should not rely on the pronouncement in deciding whether to make an investment in the Dubai Gold Securities and should consult their own Shariah advisers as to whether the proposed issuance of Dubai Gold Securities described in the pronouncement is in compliance with Shariah principles.

For a description of certain restrictions on the offer and sale of the Dubai Gold Securities and the distribution of this Offering Document, see "Part 8 (Selling Restrictions)". By purchasing the Dubai Gold Securities investors will be deemed to have made certain acknowledgements, representations and agreements as described in this document.

2 March 2009

CONTENTS

Page

SUMMARY.....................................................................................................................................................1 The Dubai Bullion Market...........................................................................................................................2

RISK FACTORS .............................................................................................................................................6 Custody and Insurance.................................................................................................................................6

Part 1 INFORMATION ON DGS LLP, DUBAI GOLD INVESTMENTS AND DUBAI GOLD SECURITIES.................................................................................................................................................10

Introduction................................................................................................................................................10 Restrictions Relating to Subscription for Dubai Gold Securities .............................................................10 DGS LLP and Dubai Gold Investments....................................................................................................10 Creation and Custody Structure.................................................................................................................12 Management Expenses ..............................................................................................................................12 Gold Sales Charge and Per Security Entitlement to Gold ........................................................................13 Creation and Redemption Fees..................................................................................................................13 Directors and Secretary Profiles................................................................................................................14 Conflict of Interest .....................................................................................................................................15

Part 2 GOLD MARKET OVERVIEW .........................................................................................................18 How Gold travels from the Mine to the Customer....................................................................................18 Gold Supply and Demand..........................................................................................................................18 World Gold Supply and Demand (1998-2007).........................................................................................19 Sources of Gold Supply .............................................................................................................................20 Mine Production ........................................................................................................................................20 Old Gold Scrap ..........................................................................................................................................20 Official Sector Sales ..................................................................................................................................20 Net Producer Hedging ...............................................................................................................................21 Sources of Gold Demand...........................................................................................................................22 Retail Investment .......................................................................................................................................23 Investment in Exchange Traded Funds and related Products ...................................................................23 Operation of the Gold Bullion Market ......................................................................................................23 Global over-the-Counter Market ...............................................................................................................23 Futures Exchanges .....................................................................................................................................24 Other Exchanges ........................................................................................................................................24 Analysis of Historical Movements in the Price of Gold ...........................................................................24 United Arab Emirates Gold Market ..........................................................................................................26

Part 3 DESCRIPTION OF THE DUBAI GOLD SECURITIES..................................................................30 Description of Dubai Gold Securities .......................................................................................................30 Rights of Holders of Dubai Gold Securities .............................................................................................30 Gold Deposit ..............................................................................................................................................30 Creations and Redemptions.......................................................................................................................30 Custody of Gold.........................................................................................................................................31 Storage and Insurance of Gold Bullion .....................................................................................................32 The Custodian ............................................................................................................................................32

Part 4 THE ISSUANCE OF DUBAI GOLD SECURITIES ........................................................................33 Overview....................................................................................................................................................33 Procedure for Application .........................................................................................................................33 Subscription for Dubai Gold Securities ....................................................................................................33

Securities Holders Register .......................................................................................................................34 Settlement...................................................................................................................................................34 The Documents ..........................................................................................................................................34 Anti-Money Laundering ............................................................................................................................34 DIFC Taxation ...........................................................................................................................................35 Trading on NASDAQ Dubai .....................................................................................................................35 Further Information....................................................................................................................................35

Part 5 DESCRIPTION OF THE DOCUMENTS .........................................................................................36 LLP Agreement..........................................................................................................................................36 Custody Agreements..................................................................................................................................40 Services Agreement ...................................................................................................................................43

Part 6 FORM OF CERTIFICATE FOR THE DUBAI GOLD SECURITIES.............................................45 Part 7 GENERAL INFORMATION.............................................................................................................50 Part 8 SELLING RESTRICTIONS...............................................................................................................53 DEFINITIONS...............................................................................................................................................55 DIRECTORS, SECRETARY AND ADVISERS.........................................................................................65 ANNEX 1 FORM OF PRICING SUPPLEMENT .......................................................................................66

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SUMMARY

This summary is written in generalised terms and does not discuss various exceptions to the general statements which are mentioned elsewhere in the Offering Document. This summary should be read as an introduction to the Offering Document and any decision to invest in the Dubai Gold Securities should be based on consideration of the Offering Document as a whole by the investor. Where a claim relating to the information contained in the Offering Document is brought before a court, the plaintiff investor might have to bear the costs of translating the Offering Document before the legal proceedings are initiated. Civil liability attaches to those persons who are responsible for the summary including any translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Offering Document.

DGS LLP has agreed to issue up to 1,000,000,000 Dubai Gold Securities which may be issued from time to time. Dubai Gold Securities will be first listed on NASDAQ Dubai on 2 March 2009. Dubai Gold Securities are intended to offer investors a means of investing in the gold bullion market without the necessity of taking physical delivery of gold, and to buy and sell that interest through the trading of a security on NASDAQ Dubai and any other exchange to which they may be admitted to trading from time to time.

The Gold Market

Historically, gold and silver have supported the superstructure of banking transactions throughout the Middle East and Africa, and the ability to settle final payment in one of the two metals was essential in upholding one's financial credit. From the eighth century onward, gold, from the western and central Sudan, was the main commodity of the trans-Saharan trade. The traffic in gold was spurred by the demand for and supply of coinage particularly in the Islamic states of North Africa, the Levant, and Arabia. The need for the raw metal for minting, prompted increased commerce with Mali and Ghana, the latter referred to by Arab merchants as the "Land of Gold." The merchants of Cairo and Damascus brought gold from Africa to finance their trade in the Indian Ocean in spices, silk and luxury goods from China through Gujarat, Aden and Malacca for centuries.

The use of silver and gold as measures of value and exchange was widespread in the early days of Islam. Both metals are mentioned expressly in the texts of the Sunnah and the Shariah principles concerning their exchange are precise with respect to ownership and quantity.

The vast majority of all the gold ever mined still exists. Gold Survey 2008, a publication of GFMS Ltd ("GFMS"), an independent precious metals research organisation, estimated that existing above-ground stocks of gold amounted to 161,000 tonnes at the end of 2007. Of this amount, 51 per cent is held in the form of jewellery, 18 per cent is held by the official sector, 17 per cent is held by investors, 12 per cent is incorporated into industrial products and 2 per cent is unaccounted for. Each year commercial mining activity adds to the stock of above-ground gold by approximately 2,500 tonnes. Gold demand totals approximately 3,500 tonnes per annum with the shortfall between supply and demand bridged by recycling and official sector sales.

Trading in gold on the global market comprises spot, forward, and options and other derivatives transactions on the over-the-counter ("OTC") market, together with exchange-traded futures and options. The main centres of the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewellery and industrial products, together with investors and speculators, tend to transact their business through the OTC market. Gold bullion dealers have offices around the world, and most of the world's major bullion dealers are either members or associate members of the London Bullion Market Association ("LBMA").

The LBMA is the trade association that acts as the co-ordinator for activities conducted in the London Bullion Market. The role of the LBMA includes: setting refining standards for and ensuring gold bars meet the LBMA's "Good Delivery Standard"; co-ordinating market clearing and vaulting; promoting good trading practices; and developing standardised documentation. According to the Good Delivery Rules of the LBMA, a gold bar must have a minimum fineness of 99.5 per cent and a weight of approximately 400 ounces or 12.5 kilograms (although bars are permitted to be between 350 and 430 ounces). Even though a variety of smaller and exact weight bars are available in the market, DGS LLP will only deal in LBMA Good Delivery gold bars.

Gold traded in the London Bullion Market is generally physically held in vaults in London or is transferred into accounts established in London. Delivery of the gold can either be by physical delivery

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to an allocated account or through the London Bullion clearing system to an unallocated account. An allocated account is an account held with a dealer in a customer's name evidencing that uniquely identifiable bars of gold have been "allocated" to the customer and are segregated from other metal held in the vault of that dealer. The client has full title to this gold with the dealer holding it as custodian. Most gold traded in the London Bullion Market is traded and settled in unallocated form. Gold held in this form does not entitle the holder to specific bars of gold but gives the holder a right to require the delivery of certain amounts of gold.

The trading unit for gold is one fine troy ounce ("fine" meaning pure gold irrespective of the purity of a particular bar). The London Bullion Market provides a unique gold fixing service, whereby twice a day all purchases and sales, whether for larger or smaller amounts, are conducted solely on the basis of a single published fixing price. These are fully transparent benchmarks and are widely accepted as the basis for pricing spot transactions as well as a variety of other transactions.

The Dubai Bullion Market

Popularly known as the “City of Gold”, Dubai’s strategic position on a trade route between Europe and Asia has facilitated the development of a vibrant market in the trading of gold bullion and jewellery in the Emirate. The market is dominated by trading with India, the world’s largest consumer of gold principally for use in manufacturing jewellery (GFMS Gold Survey 2007).

In 2007, non-oil exports accounted for about 43% of Dubai’s GDP, totalling AED169.9 billion, of which gold exports contributed AED24.6 billion, or about 6% of total GDP.

Dubai serves as a retail centre for consumer demand for gold from the UAE and also from the Middle East generally. In 2007, total consumer demand for gold in the Middle East was estimated at 348.4 tonnes, an increase of about 10.5% over estimated consumer demand of 315.4 tonnes in 2006. Of these totals, the UAE accounted for estimated consumer demand of 107.3 tonnes in 2007, an increase of about 6.8% over estimated consumer demand of 100.5 tonnes in 2006.

Dubai Gold Securities

Dubai Gold Securities allow investors to track the price of gold while giving investors exposure, in a manner that the Shariah Supervisory Board has deemed to be Shariah compliant, similar to that which an investor could achieve by buying gold bullion without the necessity of providing for the delivery of gold bullion or its storage. Instead, Dubai Gold Securities allocates and stores the requisite gold bullion with a custodian on behalf of investors. Additionally, the listed Dubai Gold Securities also allow investors to trade an interest in gold bullion in precise denominations equal to approximately one-tenth of one ounce.

Investors who are Approved Applicants may make an Application to purchase Dubai Gold Securities in accordance with the procedures set out in Part 3 (Description of the Dubai Gold Securities) and in Part 6 (Form of Certificate for the Dubai Gold Securities). Any investor who is not an Approved Applicant may purchase and sell Dubai Gold Securities on the secondary market including NASDAQ Dubai and such other exchange to which they may be admitted to trading from time to time. Each investor will be known as a Securities Holder.

Dubai Gold Securities are securities with a face value of US$0.00001 issued by DGS LLP, which on redemption entitle an Approved Applicant to delivery in gold of an amount equal to the Per Security Entitlement to Gold on the applicable Redemption Date unless otherwise prescribed under the Conditions. A Securities Holder has no obligation or right to the payment of any interest in respect of Dubai Gold Securities held by it. Dubai Gold Securities have no final maturity date.

The Per Security Entitlement to Gold will be calculated as 100 per cent of one-tenth of one fine troy ounce of gold as at 2 March 2009, reduced daily by the Gold Sales Charge Rate of 0.40 per cent per annum. The "value" of the Per Security Entitlement to Gold shall be calculated as an amount equal to the gross proceeds of sale actually achieved by DGS LLP from selling gold equal to the Per Security Entitlement to Gold.

An Approved Applicant has the right, at any time, to require the redemption of all or any of its Dubai Gold Securities for gold. Such redemption must be made in accordance with the Conditions.

DGS LLP will hold the Dubai Gold Securities and all Property for the benefit of the Securities Holders as bare trustee and the Securities Holders will accordingly be tenants in common to the Dubai Gold

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Securities to the extent of the Property represented by the Dubai Gold Securities in respect of which they are Securities Holders.

DCAM has been appointed as Marketing Agent for the Dubai Gold Securities pursuant to the Marketing Agent Agreement. DCAM is licensed and regulated as an investment company by the Central Bank of the UAE. The "DCAM" logo belongs to DCAM and will be used alongside DGS LLP's logo in marketing the Dubai Gold Securities. By agreeing to undertake the role of marketing agent DCAM does not accept any responsibility for the Dubai Gold Securities.

A Shariah Supervisory Board of internationally recognised Shariah scholars has been constituted to provide DGS LLP with guidance as to Shariah compliance in connection with the Dubai Gold Securities and particularly with respect to the methodology for the exchange of gold.

Trading of Dubai Gold Securities

It is DGS LLP's intention that all Dubai Gold Securities issued after the date of this Offering Document will be admitted to trading on NASDAQ Dubai.

Custody and the Gold

All gold on which the Dubai Gold Securities will be secured is held in custody by the Custodian at its London vault premises or in the vaults of any Sub-custodian or by a delegate of a Sub-custodian. The Custodian for Dubai Gold Securities must be a LBMA clearing bank member. The Custodian may appoint a sub-custodian who has vaults located in Dubai.

Currently, HSBC Bank USA, National Association, London Branch acts as the Custodian, and the Bank of England, the Bank of Nova Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorganChase Bank, N.A., UBS AG and Barclays Bank PLC are designated as Sub-custodians of the gold held in the Unallocated Account.

HSBC Bank USA, National Association is a corporation organised under the laws of New York and is subject to supervision by the Federal Reserve Bank of New York, the Federal Deposit Insurance Corporation and the New York State Banking Department. In addition to supervision and examination by the US federal and state banking authorities, HSBC Bank USA, National Association’s London office is regulated by the FSA. HSBC Bank USA, National Association had total assets of US$17 billion in capital as of 30 June 2008.

All gold will be held in the Gold Accounts. An amount of such gold not less than the Combined Entitlement to Gold of all outstanding Dubai Gold Securities will be held in the Allocated Account, where it will be held in "allocated" form (as uniquely identifiable London Good Delivery bars) other than to the extent that any such gold is required to be transferred to the Unallocated Account to effect a redemption.

In addition, DGS LLP has deposited 430 ounces of gold (the "Swing Amount") purchased using the proceeds of the Qard Al-Hasan Agreement between DGS LLP and Dubai Gold Investments into the Unallocated Account so that it will form part of the Gold. This Swing Amount will be maintained in the Gold Accounts to ensure that there will always be allocated gold in the Gold Accounts in an amount greater than the Combined Entitlement to Gold of all outstanding Dubai Gold Securities and that there will always be a whole number of London Good Delivery gold bars in the Allocated Account.

Creations and Redemptions

The creation and redemption feature of Dubai Gold Securities enables Dubai Gold Securities to be created or redeemed, at any time, in exchange for OTC gold. This feature is designed to ensure that Dubai Gold Securities are, effectively, interchangeable with OTC gold and should, thus, track closely the price of and have similar liquidity to OTC gold. The Dubai Gold Securities are being offered for subscription only to Approved Applicants. All other investors must buy and sell Dubai Gold Securities through trading on NASDAQ Dubai and on any other exchange to which they may be admitted to trading from time to time.

Dubai Gold Securities shall be treated as being issued at a subscription price per security equal to the market value of the Per Security Entitlement to Gold on the date of creation as determined using the London AM Fix on such date. Payment of the subscription price for Dubai Gold Securities shall be satisfied by the Approved Applicant depositing gold in its Unallocated Account in an amount equal to the Combined Entitlement to Gold of the Dubai Gold Securities applied for and the subsequent transfer of

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such gold to the Gold Accounts. Thus, there should always be a direct relationship between the number of Dubai Gold Securities in issue and the amount of Gold held to secure obligations owed by DGS LLP to the Securities Holder(s) in respect of the Dubai Gold Securities.

An Approved Applicant may, at any time, by lodging a Redemption Notice with DGS LLP, require the redemption of all or any of its Dubai Gold Securities in gold, provided that no redemption in gold will be permissible unless the redeeming Approved Applicant specifies in its Redemption Notice the Approved Applicant's Unallocated Account to which such gold is to be transferred.

As at the time of the initial issuance of Dubai Gold Securities, DGS LLP has indicated that it will not charge Creation Fees or Redemption Fees in relation to the Dubai Gold Securities issued to or redeemed by Approved Applicants. However, DGS LLP reserves the right to levy such fees from time to time in accordance with the Conditions.

DGS LLP will not charge Creation Fees or Redemption Fees to investors who buy and sell Dubai Gold Securities on the secondary market.

Management Expenses

Dubai Gold Investments, will supply, or arrange the supply of, all management and administration services to DGS LLP and will pay all the management and administration costs of DGS LLP, in return for which DGS LLP will pay Dubai Gold Investments the Service Fee, a fee equal to the Gold Sales Charge plus any Creation Fees and Redemption Fees received by DGS LLP less DGS LLP's own expenses in administering the ongoing issuance of the Dubai Gold Securities and any applicable fees relating to maintaining a physical presence in the DIFC in accordance with the applicable Laws and Regulations. The Gold Sales Charge shall be calculated by applying the Gold Sales Charge Rate to the Combined Entitlement to Gold of all outstanding Dubai Gold Securities on each day.

On receipt of the Service Fee all monies received by Dubai Gold Investments shall be applied as follows: FIRST in payment or satisfaction of all amounts due and unpaid under Schedule 2 (Service Fee and Payment Flows) of the Services Agreement in respect of payments made to the Custodian and any Marketing Agent; and SECONDLY in payment of the balance (if any) to Dubai Gold Investments in respect of the services it provides under the Services Agreement.

Risk Factors

An investment in Dubai Gold Securities involves a degree of risk. The following are just some of the risk factors which should be carefully considered by prospective investors before deciding whether to invest in Dubai Gold Securities.

The value of Dubai Gold Securities will be affected by movements in the US dollar price of gold, which may fluctuate widely. To the extent that a Securities Holder values Dubai Gold Securities in another currency, that value will be affected by changes in the exchange rate between US dollars and that other currency.

At any time, the market price at which the Dubai Gold Securities trade on NASDAQ Dubai or on any other exchange to which they may be admitted to trading from time to time may not reflect accurately the price of gold represented by such Dubai Gold Securities, specifically, the market value of the Per Security Entitlement to Gold of each the outstanding Dubai Gold Securities. This is because the market price of the Dubai Gold Securities may fluctuate in accordance with the changes in the market value of the gold represented by each of the Dubai Gold Securities as well as due to changes in market supply and demand. Consequently, the discount or premium of the trading price of the Dubai Gold Securities to the market value of the Per Security Entitlement to Gold may vary.

All Gold will be held by the Custodian in its vaults in London or in the vaults of a Sub custodian appointed by the Custodian, which may include sub-custodians who have vaults located in Dubai. Access to such gold could be restricted by natural events, such as an earthquake, or human actions, such as a terrorist attack. The Custodian has no obligation to insure such gold against loss, theft or damage and DGS LLP does not intend to insure against such risks. Accordingly, there is a risk that the Gold could be lost, stolen or damaged and DGS LLP would not be able to satisfy its obligations in respect of the Dubai Gold Securities.

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In accordance with the Conditions, there are certain circumstances (as described further in the Conditions) in which an early redemption of Dubai Gold Securities may be imposed on investors, which may result in an investment in Dubai Gold Securities being redeemed earlier than desired.

DGS LLP may be required by the rules of an exchange (including NASDAQ Dubai) to which the Dubai Gold Securities are admitted to trading to have a minimum number of market makers. If a market maker ceases to act as market maker and a replacement cannot be found and as a result DGS LLP cannot meet the minimum requirement, the relevant exchange may take any action including requiring the Dubai Gold Securities to cease trading on that exchange.

See "Risk Factors" in this Offering Document.

No Recourse Except to DGS LLP

The Dubai Gold Securities will be obligations solely of DGS LLP. In particular, the Dubai Gold Securities will not be obligations or responsibilities of, or guaranteed by Dubai Gold Investments and its subsidiaries, affiliates, associated companies, the Custodian, any Sub-custodian, the Registrar, NASDAQ Dubai CSD or any direct or indirect Member of DGS LLP, the WGC or the DMCCA.

Shariah Compliance

In order to maintain the highest standards of compliance with the principles and precepts of Islamic law, a Shariah Supervisory Board has been retained and will oversee all operations, methodologies, and contracts related to the Dubai Gold Securities and their trading. In keeping with industry standards developed for Shariah compliance by the Accounting and Auditing Organization for Islamic Financial Institutions ("AAOIFI"), the Shariah Supervisory Board will be responsible for approving and periodically certifying the compliance of the Dubai Gold Securities and their trading. The results of the annual Shariah audit will be disseminated to NASDAQ Dubai on CAP. To ensure the broadest possible consensus on all issues of Shariah compliance, the Shariah Supervisory Board is comprised of Shariah scholars with demonstrated experience in Islamic jurisprudence. They represent a variety of geographic areas and are internationally recognized as leading experts in modern Islamic finance. Brief biographies of the members of the Shariah Supervisory Board are detailed in Part 1 (Information on DGS LLP, Dubai Gold Investments and Dubai Gold Securities).

Shariah Compliant Securities

Any pronouncement or fatwa issued by the Shariah Supervisory Board is only an expression of the view of its members based on their extensive experience of Islamic jurisprudence and is not a binding opinion. There can be no assurance as to the initial or ongoing Shariah permissibility of the Dubai Gold Securities, or the issue and the trading of the Dubai Gold Securities. Neither the Directors of DGS LLP nor DGI makes any representation as to the same. Investors are reminded that, as with any interpretation of the Shariah, differences in opinion are possible and potential investors are advised to obtain their own independent Shariah advice as to whether the structure of the Dubai Gold Securities meets their individual standards of compliance and to make their own determination as to the future tradability of the Dubai Gold Securities on any secondary market. Questions as to the Shariah permissibility of the Dubai Gold Securities, or the issue and the trading of the Dubai Gold Securities, may limit the liquidity and adversely affect the market value of the Dubai Gold Securities.

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RISK FACTORS

An investment in Dubai Gold Securities involves a degree of risk. In addition to the other information contained in this Offering Document, the following risk factors should be carefully considered by prospective investors before deciding whether to invest in Dubai Gold Securities.

Gold Price

The value of Dubai Gold Securities will be affected by movements in the US dollar price of gold. To the extent that a Securities Holder values Dubai Gold Securities in another currency that value will be affected by changes in the exchange rate between US dollars and that other currency. The gold price fluctuates widely and is affected by numerous factors beyond DGS LLP's control, including:

• Global or regional political, economic or financial events and situations;

• Investors' expectations with respect to the future rates of inflation and movements in world equity, financial and property markets;

• Global gold supply and demand, which is influenced by such factors as mine production and net forward selling activities by gold producers, central bank purchases and sales, jewellery demand and the supply of recycled jewellery, net investment demand and industrial demand, net of recycling;

• Interest rates and currency exchange rates, particularly the strength of and confidence in the US dollar; and

• Investment and trading activities of hedge funds, commodity funds and other speculators.

Tracking Error and Liquidity Risk

At any time, the price at which the Dubai Gold Securities trade on NASDAQ Dubai or on any other exchange to which they may be admitted from time to time may not reflect accurately the price of gold represented by such Dubai Gold Securities. The procedures set out in this Offering Document for creations and redemptions of Dubai Gold Securities will help limit this difference (or "tracking error"). However, this risk cannot be fully eliminated since the market price will be a function of supply and demand amongst investors wishing to buy and sell Dubai Gold Securities.

Dubai Gold Securities are new securities and have no trading record. There can be no assurance as to the depth of the secondary market in the Dubai Gold Securities (if any) and this may affect their liquidity and market price.

NASDAQ Dubai has only recently commenced operations and is substantially smaller in terms of trade size and volume than more established securities markets, such as those in the United States and the United Kingdom.

Limited Operating History and Management Experience

Dubai Gold Investments was incorporated on 10 February 2009 and DGS LLP was incorporated on 12 January 2009 and their trading record only extends from these dates. If the experience of Dubai Gold Investments and DGS LLP and their management is not adequate or suitable to manage DGS LLP, the operations of the Gold Accounts and DGS LLP may be adversely affected.

Custody and Insurance

All Gold will be held by the Custodian in its vaults in London or in the vaults of a Sub-custodian appointed by the Custodian, this may include sub-custodians who have vaults located in Dubai. Access to such gold could be restricted by natural events, such as an earthquake, or human actions, such as a terrorist attack.

The Custodian may make such insurance arrangements in connection with its custodial obligations with respect to Gold in allocated form as it considers fit. The Custodian has no obligation to insure such gold against loss, theft or damage and DGS LLP does not intend to insure against such risks. In addition, DGS LLP is not responsible for ensuring that adequate insurance arrangements have been made, or for insuring the gold held in the Gold Accounts, and shall not be required to make an enquiry regarding such matters.

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Accordingly, there is a risk that the Gold could be lost, stolen or damaged and DGS LLP would not be able to satisfy its obligations in respect of the Dubai Gold Securities.

The Custodian is entitled to terminate the Custody Agreements after a fixed term of three years up to and including 12 February 2012 or, in certain circumstances during such fixed term, as outlined in the Custody Agreements (see Section 10 (Termination) of "Custody Agreements" in Part 5 (Description of the Documents)).

Custodial services offered by the Custodian or by any Sub-custodian are presently not a regulated investment activity subject to the supervision and rules of the Emirates Securities and Commodities Authority, the competent financial services regulator.

Custodial services offered by the Custodian or by any Sub-custodian are presently not a regulated investment activity subject to the supervision and rules of the FSA, the United Kingdom's financial services regulator (but is subject to the voluntary guidelines contained in the NIPS Code by the Bank of England).

Further details regarding the custody of Gold are set out in Part 3 (Description of the Dubai Gold Securities).

Early Redemption of Dubai Gold Securities

DGS LLP may, at any time, upon 30 days' notice to the Securities Holder(s) redeem all of the Dubai Gold Securities. Thus, an investment in the Dubai Gold Securities may be redeemed earlier than desired by a Securities Holder. In addition, in such circumstances, DGS LLP is entitled to specify whether such redemption will be by way of the Gold Delivery Method and/or the Gold Sales Method.

General Market Risk

General movements in local and international markets and factors that affect the investment climate and investor sentiment could all affect the level of trading and therefore the market price of Dubai Gold Securities. These risks are generally applicable to any investment in listed securities and investors should be aware that Dubai Gold Securities can go down in price as well as up. Investors should be aware that by investing in Dubai Gold Securities, their initial investment may be lost in part.

No Recourse Except to DGS LLP

The Dubai Gold Securities will be obligations solely of DGS LLP. In particular, the Dubai Gold Securities will not be obligations or responsibilities of, or guaranteed by, the Custodian, the Sub-Custodians, the Registrar, Dubai Gold Investments and its subsidiaries, affiliates, associated companies, or any direct or indirect Member of DGS LLP, the WGC or the DMCCA.

DGS LLP shall be liable for all acts and omissions of Dubai Gold Investments made on its behalf as if they were its own acts or omissions.

DGS LLP shall be liable for acts and omissions of delegates appointed by DGS LLP unless DGS LLP can show that it was reasonable to: (i) employ the delegate; (ii) that the delegate was and remained competent; and (iii) that DGS LLP had taken reasonable care to ensure that the task was performed competently.

Regulatory Risk

DGS LLP may be required by the rules of an exchange (including NASDAQ Dubai) to which the Dubai Gold Securities are admitted to trading to have a minimum number of market makers. If a market maker ceases to act as market maker and a replacement cannot be found and as a result DGS LLP cannot meet the minimum requirement, the relevant exchange may take any actions including requiring the Dubai Gold Securities to cease trading.

Non-Enforceability of Judgments Risk

DGS LLP is incorporated in, and under the laws issued by, the DIFC. As such, it may be difficult or impossible to effect service of process within the United States or the United Kingdom upon DGS LLP, or to recover on judgments of US or UK courts against it, including judgments predicated upon civil liability provisions of US federal securities laws or UK laws, as the case may be.

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Further, no claim may be brought in the DIFC courts against DGS LLP or its directors or senior management in the first instance for violation of US federal securities laws because these laws have no extraterritorial application under DIFC law and do not have force of law in the DIFC. Similarly, investors should not expect to have recourse to the courts of the Emirate of Dubai (other than the courts of the DIFC) or to the federal courts of the UAE.

DGS LLP's counsel has advised it that it is currently unclear as to whether the courts of the DIFC would enforce judgments of US or UK courts obtained in actions against it or its senior management, predicated upon the civil liability provisions of the US federal securities laws, or original actions brought in the DIFC against DGS LLP or such persons predicated solely upon US federal securities laws or UK laws, as the case may be. Further, DGS LLP's counsel has advised it that there is no treaty in effect between either the United States or the United Kingdom and the UAE providing for the enforcement of judgments of US or UK courts in civil and commercial matters, and the grounds upon which DIFC courts may decline to enforce the judgments of US or UK courts, as the case may be, are unclear as they remain untested. Some remedies available under UK laws or the laws of US jurisdictions, including some remedies available under the US federal securities laws, may not be allowed in DIFC courts as contrary to public policy in the DIFC. Because judgments of US and UK courts are not automatically enforceable in the DIFC, it may be difficult for investors to recover against DGS LLP based upon such judgments. In addition, notwithstanding that the UAE acceded to the United Nations Convention on the Recognition and Enforcement of Arbitral Awards (New York 1958) in 2006, as some of the applicable Documents expressly refer disputes to the Courts of England and Wales, investors may also have difficulties in enforcing judgments of DIFC courts and arbitration awards ratified by DIFC courts against DGS LLP or its directors or senior management in jurisdictions outside the DIFC because the mechanism for enforcement of judgments and awards issued by the DIFC courts is as yet untested.

Legal Risk

Because the DIFC is a newly established jurisdiction, the legal and regulatory regimes applicable to entities established in the DIFC, including the relevant companies laws, are still being developed and are largely untested. Similarly, the courts of the DIFC have yet to issue any substantive decisions, which may lead to ambiguities, inconsistencies and anomalies in the interpretation and enforcement of the laws and regulations applicable to DGS LLP, including with respect to rights of holders of the Dubai Gold Securities. These uncertainties could affect investors' ability to enforce investors' rights or the ability of DGS LLP to defend itself against claims by others, including regulators, judicial authorities and third parties who may challenge DGS LLP's compliance with applicable laws, decrees and regulations.

Taxation Risk

Dubai Law No.9 of 2004 (the "Dubai Law") grants DIFC entities a zero rate of taxation until 2054. This includes income tax relating to their operations in the DIFC, the transfers of assets or profits in any kind of currency to any part outside the DIFC. There is a risk that the Ruler of Dubai could amend the Dubai Law and impose taxation obligations on DGS LLP.

Minimum Number of Market Makers

NASDAQ Dubai requires a minimum of one market maker for each entity listed and admitted to trading on NASDAQ Dubai. There is a risk that if this minimum is not met DGS LLP the relevant exchange may take any action including requiring the Dubai Gold Securities to cease trading.

Redemption in the absence of an Approved Applicant

At the date of this Offering Document, DGS LLP has entered into one Participant Agreement with an Approved Applicant. This enables that Approved Applicant to request the creation of new Dubai Gold Securities and/or require the redemption of existing Dubai Gold Securities. If the existing Approved Applicant were to withdraw at any time and no additional Approved Applicant had entered into a Participant Agreement with DGS LLP, no new Dubai Gold Securities could be created and a Securities Holder who was not also an Approved Applicant would not be able to request the redemption of Dubai Gold Securities held by it. However, DGS LLP could, in its absolute discretion, decide to redeem all (but not some only) of the Dubai Gold Securities in issue in accordance with the Conditions.

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Shariah Compliance

Whilst a pronouncement (fatwah) has been issued by the Shariah Supervisory Board confirming that, in its view, the proposed issue of the Dubai Gold Securities has been structured in compliance with Shariah principles, potential investors should not rely on the pronouncement in deciding whether to make an investment in the Dubai Gold Securities and should consult their own Shariah advisers as to whether the proposed issuance described in the pronouncement is in compliance with Shariah principles.

Shariah Compliant Securities

Any pronouncement or fatwa issued by the Shariah Supervisory Board is only an expression of the view of its members based on their extensive experience of Islamic jurisprudence and is not a binding opinion. There can be no assurance as to the initial or ongoing Shariah permissibility of the Dubai Gold Securities, or the issue and the trading of the Dubai Gold Securities. Neither the Directors of DGS LLP nor DGI makes any representation as to the same. Investors are reminded that, as with any interpretation of the Shariah, differences in opinion are possible and potential investors are advised to obtain their own independent Shariah advice as to whether the structure of the Dubai Gold Securities meets their individual standards of compliance and to make their own determination as to the future tradability of the Dubai Gold Securities on any secondary market. Questions as to the Shariah permissibility of the Dubai Gold Securities, or the issue and the trading of the Dubai Gold Securities, may limit the liquidity and adversely affect the market value of the Dubai Gold Securities.

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PART 1 INFORMATION ON DGS LLP, DUBAI GOLD INVESTMENTS AND DUBAI GOLD

SECURITIES

Introduction

Dubai Gold Securities are intended to offer investors a means of investing in the gold bullion market without the necessity of taking physical delivery of gold, and to buy and sell that interest through the trading of a security on NASDAQ Dubai and on any other exchange to which they may be admitted to trading from time to time. Dubai Gold Securities are investments with a face value of US$0.00001 issued by DGS LLP, which on redemption entitles an Approved Applicant, unless otherwise prescribed in the Conditions, to delivery in gold of an amount equal to the Per Security Entitlement to Gold on the applicable Redemption Date. The Per Security Entitlement to Gold will be calculated as 100 per cent of one-tenth of one fine troy ounce of gold as at 2 March 2009, reduced daily by the Gold Sales Charge Rate of 0.40 per cent per annum, and the "value" of the Per Security Entitlement to Gold shall be calculated as an amount equal to the gross proceeds of sale actually realised by DGS LLP from selling gold equal to the Per Security Entitlement to Gold on the Redemption Date in accordance with the terms of the Conditions.

All gold on which the Dubai Gold Securities will be secured will be held in custody by the Custodian, or the Sub-custodians. All such gold will be held in the Gold Accounts. An amount of such Gold not less than the Combined Entitlement to Gold of all outstanding Dubai Gold Securities will be held in the Allocated Account, where it will be held in "allocated" form (that is, as uniquely identifiable London Good Delivery bars) other than to the extent that any such gold is required to be transferred to the Unallocated Account to effect a redemption. The Dubai Gold Securities are constituted by a Limited Liability Partnership Agreement (the "LLP Agreement") entered into between DGS LLP and the Members listed in the LLP Agreement. Under the Custody Agreements, the Custodian, agrees that only Authorised Signatories of Dubai Gold Investments (acting on behalf of DGS LLP) and the DMCCA may give instructions to the Custodian relating to the creation and/or redemption of the Dubai Gold Securities and the requisite movement of Gold between the Gold Accounts.

The creation and redemption feature of Dubai Gold Securities enables Dubai Gold Securities to be created or redeemed, at any time, in exchange for OTC gold (gold traded in the inter-bank market loco London by Approved Applicants). This feature is designed to ensure that Dubai Gold Securities are, effectively, interchangeable with OTC gold and should, thus, track closely the price of and have similar liquidity to OTC gold.

Management and administration services will be supplied to DGS LLP by Dubai Gold Investments. In addition, Dubai Gold Investments will be able to enforce the Conditions of the Dubai Gold Securities under its obligations as stated in the LLP Agreement. Further details as to the ownership of, and relationship between, DGS LLP and Dubai Gold Investments, and the services to be provided by Dubai Gold Investments, are set out under the headings "DGS LLP and Dubai Gold Investments" and "Management Expenses".

The Offering being made pursuant to this Offering Document is a continuous offer made from the date of this Offering Document. This Offering Document gives information about the Offering and contains the formal invitation to apply for Dubai Gold Securities.

Restrictions Relating to Subscription for Dubai Gold Securities

The Dubai Gold Securities are being offered for subscription only to Approved Applicants. All other investors may purchase Dubai Gold Securities on the secondary market on NASDAQ Dubai or any other exchange to which they may be admitted to trading from time to time.

DGS LLP and Dubai Gold Investments

DGS LLP is a limited liability partnership and was incorporated in the DIFC on 12 January 2009. DGS LLP is owned by Dubai Multi Commodities Centre Authority and Dubai Commodity Asset Management DMCC. DGS LLP does not and will not have any employees or subsidiaries. DGS LLP is a special purpose limited liability partnership established for the purpose of issuing Dubai Gold Securities and has not undertaken any business, save for issuing and redeeming Dubai Gold Securities, entering into the Documents and performing the obligations and exercising its rights in relation thereto, since its incorporation. DGS LLP has a paid-up capital account of US $50,000 with no liabilities (other than in respect of outstanding Dubai Gold Securities and other short-term liabilities of US $31,000 as at 18

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February 2009. DGS LLP's registered office is Jumeirah Lakes Towers, Almas Tower, Level 50, Sheikh Zayed Road, P.O. Box 48800, Dubai, United Arab Emirates. DGS LLP does not own or lease any land or buildings, however, may be required, at a future date, pursuant to relevant laws and/or regulations, to fulfil its requirement to have a physical presence in the DIFC. DGS LLP will not undertake any business other than issuing and redeeming Dubai Gold Securities and performing the obligations and exercising its rights in relation thereto.

Dubai Gold Investments DMCC ("DGI") is a limited liability joint venture company established by the Dubai Multi Commodities Centre Authority ("DMCCA") and the World Gold Council (the "WGC"). DGI is incorporated in the Dubai Multi Commodity Centre's designated free zone, a strategic free zone initiative established by the Government of Dubai. DGI was incorporated on 10 February 2009 with no liabilities except with respect to the administrative services it has agreed to provide to DGS LLP. DGI's registered office is Almas Tower, Level 9, Jumeriah Lakes Towers, Dubai, UAE. DGI is 39% owned by the WGC, 21% owned by Gold Bullion Investment Trust and 40% owned by the DMCCA. Each of the owners of DGI shall be entitled to appoint a director to the board of directors of DGI. DGI's business is to provide the services described in the Services Agreement and the LLP Agreement to DGS LLP and the creation of securities backed by gold and other related activities.

DGS LLP and DGI have entered into a Qard Al-Hasan Agreement dated 18 February 2009.

The World Gold Council

Founded in 1987, the World Gold Council is an organization formed and funded by the world's leading gold mining companies with the aim of stimulating and maximizing the demand for, and holding of, gold by consumers, investors, industry, and the official sector. As well as undertaking marketing initiatives to drive demand, the WGC is also instrumental in working to lower regulatory barriers to the widespread ownership of gold products, helping to develop distribution systems and promoting the role of gold as a reserve asset in the official sector.

The establishment and promotion of methods of securitizing interests in gold bullion is an initiative of the WGC and its partner organizations, who have been involved in establishing and operating listed gold-backed securities since March 2003. These securities offer investors a new, innovative, relatively cost efficient and secure way to access the gold market. All of the securities are backed by allocated gold held in a vault on behalf of investors. They are intended to offer investors a means of participating in the gold bullion market without the necessity of taking physical delivery of gold, and to buy and sell that interest through the trading of a security on a regulated stock exchange. The introduction of exchange-traded gold securities is intended to lower many of the barriers such as access, custody, and transaction costs, which have prevented some investors from investing in gold.

Dubai Multi Commodities Centre Authority

The Dubai Multi Commodities Centre (the "DMCC") free zone was established on the 1st May 2002 under a Royal Decree issued by the then Crown Prince of Dubai (and now the Ruler and Prime Minister of the UAE), H.H. Mohammed Bin Rashid Al Maktoum. The DMCC was intended to operate as a centre for trading in and the exchange of commodities, as well as the provision of related services.

The Decree also granted the power to manage and operate the DMCC to the Dubai Metals and Commodities Centre Authority (the "DMCCA") (the name subsequently being changed by Royal Decree to the Dubai Multi Commodity Centre Authority) which is described in the Decree as being affiliated to the Government of Dubai. The DMCCA has certain reporting obligations to H.H. Sheikh Mohammed Bin Rashid Al Maktoum.

Through the establishment of the DMCC, Dubai aims to become the first dedicated commodities hub in the time zone between Europe and the Far East. The development of a commodities hub is an essential component of the Government of Dubai's development strategy and the DMCCA has been granted the mandate to achieve this objective. More specifically, operating through five industry-specific divisions: Gold & Precious Metals, Energy, Diamonds, Coloured Stone and Pearls and Soft Commodities (including Commodity Trade Finance) the DMCCA's strategy is to develop the DMCC into a global centre of excellence through the provision of physical, financial and market infrastructure to participants operating along the commodities value chain. In addition, the DMCCA has majority shareholdings in several joint ventures such as the Dubai Gold and Commodity Exchange ("DGCX"), International Diamond Laboratories ("IDL") and the Dubai Diamond Exchange ("DDE"). A concurrent objective for the

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DMCCA is to achieve maximum returns on its real estate portfolio by appropriate development and by the successful marketing of the DMCC to a broad global client base.

Creation and Custody Structure

Dubai Gold Securities will only be issued once the subscription price equal to the market value of the Per Security Entitlement to Gold at the time of subscription has been paid by an Approved Applicant to DGS LLP. Such payment is to be satisfied by the deposit of gold equal to the Per Security Entitlement to Gold into the Approved Applicant's Unallocated Account. In accordance with the Gold Delivery Method, Dubai Gold Securities will be cancelled on redemption when gold in an amount equal to the Per Security Entitlement to Gold has been delivered in gold to the redeeming Securities Holder(s) on the applicable Redemption Date. Thus, there should always be a direct relationship between the number of Dubai Gold Securities in issue and the amount of Gold held to secure obligations owed by DGS LLP to the Securities Holder(s) in respect of the Dubai Gold Securities.

Pending the transfer of such gold to the Allocated Account or, if the relevant Application is rejected, or if the relevant Applicant has deposited excess gold, the return of such gold to the relevant Applicant, DGS LLP will hold such gold on trust for the benefit of such Applicant.

Details of the creation and redemption process are set out in Part 3 (Description of the Dubai Gold Securities). Details of the Conditions are set out in Part 6 (Form of Certificate for the Dubai Gold Securities).

Management Expenses

Pursuant to the Services Agreement, Dubai Gold Investments is responsible for supplying, or procuring the supply of, at its own expense, the following services required by DGS LLP:

• performing the obligations it is appointed to undertake as set out in the LLP Agreement;

• any obligations under the Custody Agreements in relation to instructions (including (but not limited to) signing Creation Orders and Redemption Notices on behalf of DGS LLP) relating to the creation or redemption of the Dubai Gold Securities;

• any advisory or consultancy services required by DGS LLP in connection with the issuance, creation and redemption of Dubai Gold Securities, including Shariah supervision;

• liability insurance and any insurances required by law or regulation;

• the Corporate Services;

• administering payments on behalf of DGS LLP to the Custodian and any Marketing Agent in accordance with the Services Agreement; and

any other such services as the parties may from time to time agree.

In return for Dubai Gold Investments agreeing to perform its obligations under the Services Agreement and the LLP Agreement, DGS LLP is obliged to pay to Dubai Gold Investments a fee equal to the Gold Sales Charge plus any Creation Fees and Redemption Fees received by DGS LLP less DGS LLP's own expenses in administering the ongoing issuance, creation and redemption of the Dubai Gold Securities and any applicable fees relating to maintaining a physical presence in the DIFC in accordance with the applicable Laws and Regulations (the "Service Fee").

On receipt of the Service Fee, all monies received by Dubai Gold Investments shall be applied as follows: FIRST in payment or satisfaction of all amounts due and unpaid under Schedule 2 (Service Fee and Payment Flows) of the Services Agreement in respect of payments made to the Custodian and any Marketing Agent; and SECONDLY in payment of the balance (if any) to Dubai Gold Investments in respect of the services it provides under the Services Agreement.

DGS LLP has also entered into a Registrar Agreement under which NASDAQ Dubai has agreed to perform certain administration duties for DGS LLP, and is entitled to be an annual fee of USD$10,000.

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Gold Sales Charge and Per Security Entitlement to Gold

The Per Security Entitlement to Gold in relation to each Dubai Gold Securities is calculated as being 100 per cent of one-tenth of a fine troy ounce of gold as at 2 March 2009, reducing daily at the Gold Sales Charge Rate of 0.40 per cent per annum. The Gold Sales Charge Rate may be varied by DGS LLP at any time, but only after giving three months' prior written notice to all Securities Holders (to be released through CAP).

Pursuant to the Custody Agreements, DGS LLP shall, at the end of each month, provide the Custodian with a certificate indicating the amount of the Gold Sales Charge for such month, and request that the Custodian withdraw such amount of gold from the Gold Accounts and pay it to Dubai Gold Investments. The Gold Sales Charge in relation to each month shall be calculated by applying the Gold Sales Charge Rate to the Combined Entitlement to Gold of all outstanding Dubai Gold Securities on each day during that month.

The following table sets out the Per Security Entitlement to Gold for various dates, assuming the Gold Sales Charge Rate remains at 0.40 per cent per annum:

Per Security Entitlement to Gold (expressed as a percentage of one-tenth of a fine troy ounce)

At 2 March 2010 99.60% At 2 March 2011 99.20% At 2 March 2012 98.80%

NB: The table above assumes a 365 day year.

The current Gold Sales Charge Rate and Per Security Entitlement to Gold is published on DGS LLP website. The on-going fee schedule can also be found on DGS LLP's website at www.dubaigoldsecurities.com.

Creation and Redemption Fees

At the time of issuing the Dubai Gold Securities, DGS LLP shall not charge Creation Fees or Redemption Fees. However, DGS LLP reserves the right to levy such fees, from time to time, by providing notice to the Securities Holder(s) by not giving less than 3 months notice by publication through CAP and in accordance with the Conditions.

Securities Holders who buy and sell Dubai Gold Securities on the secondary market, including NASDAQ Dubai, will not be charged Creation Fees or Redemption Fees.

Dubai Gold Securities may be created or redeemed in baskets of 5,000 Dubai Gold Securities (each a "Basket"). A minimum of 10 Baskets must be created or redeemed at any time. DGS LLP may waive such limits under its discretion.

DGS LLP may vary any applicable Creation Fee and Redemption Fee at any time after giving 3 months' notice to Securities Holders (to be released through CAP in accordance with the Conditions).

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Directors and Secretary Profiles

The Directors of DGS LLP at the date of this Offering Document are as follows:

Ahmed Bin Sulayem

Mr Bin Sulayem is the Executive Chairman of the DMCCA, a strategic initiative of the Government of Dubai to create a dynamic commodities market place in the Gulf region. Mr Bin Sulayem joined the DMCCA as Chief Operating Officer when it was first established in 2002. He has spearheaded the success of the DMCC in Dubai's commodity market, in addition to guiding the establishment of its property operations and portfolio.

Mr Bin Sulayem is also the Chairman of the DGCX, a DMCCA joint venture initiative to set up the first derivatives and commodities exchange in the Middle East, with electronic trading accessible from anywhere in the world. He is also closely involved in the operations of the Dubai Tea Trading Centre and the Dubai Pearl Exchange, and fulfils the role of the Deputy Chairman of the DDE.

Prior to joining DMCCA, Mr Bin Sulayem was a Director in ASTECO, where he was responsible for liaising with various government departments of the Emirate's administrative bodies. He was also a key member of the core management team with responsibility for setting the company's strategic goals.

Mr Bin Sulayem holds a Bachelors degree in Business Administration from California State University in San Bernardino.

Mr Bin Sulayem is also a director of Dubai Gold Investments.

David Rutledge

Dr Rutledge has extensive international experience in the commodities, financial and related derivatives markets in the US, Australia and the Middle East.

Dr Rutledge joined DMCCA in February 2003 as Executive Director, Commodities. Since December 2004 he has been Chief Executive Officer, responsible for the overall management of DMCCA's activities in the commodities, precious metals and diamonds sectors. Dr Rutledge played a major role in the development of the first derivatives exchange in the Middle East, the DGCX, of which he was the founding Chairman and is now a non-executive Director. He is also the Chairman of the DDE and of International Diamond Laboratories.

Before joining DMCCA, Dr Rutledge held positions as: Managing Director, Zurich Capital Markets; Chief Executive, Sydney Futures Exchange; Chief Executive of the Queensland Sugar Corporation; Vice President and Chief Economist at the New York Comex Exchange; Senior Vice President - Market Development, New York Board of Trade.

Dr Rutledge holds several degrees in economics and statistics from the University of Sydney and Stanford University, including a Ph.D. from Stanford. He is a Fellow of the Securities Institute of Australia.

Dr Rutledge is also a director of Dubai Gold Investments.

Sebastian Couturier

Having joined DMCCA as Finance Director in July 2007, Mr Couturier was appointed the Chief Financial Officer in September 2008. In this capacity he is responsible for the overall management of DMCCA’s finance function in all commodity sectors. Mr Couturier has substantial, and broad-based, financial and managerial experience, developed over 15 years in multi-national companies within service and financial industries. Prior to joining DMCCA, Mr Couturier was the regional finance director of MasterCard in the Middle East, Levant, South Asia and Africa.

Mr Couturier is a graduate of Erasmus University in Rotterdam where he obtained a masters in Business Economics and he is a member of the Royal Dutch Institute of Chartered Accountants. Mr Couturier qualified as a Chartered Accountant in 1994 with Arthur Andersen.

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Mr Couturier is also a director of Dubai Gold Investments.

In addition to the Directors stated above, the Directors of Dubai Gold Investments at the date of this Offering Document are as follows:

Aram Shishmanian, Chief Executive Officer

Mr Shishmanian is the Chief Executive Officer of the WGC a Swiss registered not for profit association funded by the leading gold producers to market gold in all its forms.

Mr Shishmanian has spent his entire career at Accenture where he has held a number of senior positions, culminating in becoming a senior partner and head of the global financial markets practice. In recent years he has served on the board of several major organisations, including global law firm Lovells, and also became a trustee to Marie Curie Cancer Care.

During his career at Accenture, which began in 1976, Mr Shishmanian became ultimately responsible for creating a global financial services business during his tenure as Global Managing Partner – Financial Markets Industry. Here he drew together expertise in national practices and developed a highly successful global business strategy. He completed his career at the firm as Senior Partner – Financial Services focused back on major project client work and the coaching of other partners in selling business transformation propositions.

James Lowe, Chief Financial Officer

Mr Lowe was appointed the Chief Financial Officer and Treasurer of the WGC in 2001.

The World Gold Council has successfully launched Exchange Traded Gold securities on nine stock exchanges around the world, including Gold Bullion Securities on the London Stock Exchange in December 2003, and SPDR Gold Shares on the New York Stock Exchange in November 2004. Mr Lowe is the Chief Financial Officer of World Gold Trust Services LLP (WGTS) the sponsor of SPDR Gold Shares and has responsibility for Securities and Exchange Commission financial reporting and Sarbannes-Oxley compliance.

Mr Lowe has substantial, and broad-based, financial and managerial experience, mainly at board level, developed over 25 years in multi-national companies within service and manufacturing industries. Prior to joining WGC, Mr Lowe was the finance director and managing director of the UK subsidiary of TEGE.

Mr Lowe is a graduate of Edinburgh University where he obtained Bachelor of Law and Bachelor of Commerce degrees. Mr Lowe qualified as a Chartered Accountant in 1984 with Ernst and Young.

Nigel Le Quesne

Mr Le Quesne has been appointed by Gold Bullion Investment Trust to act as director on the board of directors of Dubai Gold Investments. Mr Le Quesne is a resident of Jersey and is the Group Managing Director and largest shareholder of the Jersey Trust Company Group ("JTC") which he joined in 1991 from Price Waterhouse. JTC is a leading independent provider of trustee, company, management and fund administration services with approximately 100 employees located in offices in Jersey, London, Glasgow, Geneva and the British Virgin Islands, and currently administers assets in excess of £7.3 billion. JTC Trustees Limited is the sole trustee of The Gold Bullion Investment Trust.

As a result of his position with JTC Mr Le Quesne holds a number of directorships across several business sectors in both private and quoted companies listed on a variety of stock exchanges.

Mr Le Quesne is a Fellow of the Institute of Chartered Secretaries and Administrators and the Chartered Management Institute. He is also a member of several other bodies including the Jersey Taxation Society, the Institute of Directors and the Jersey Funds Association.

Conflict of Interest

Mr Bin Sulayem, Dr Rutledge and Mr Couturier are directors of both DGS LLP and Dubai Gold Investments. While these roles could potentially lead to conflicts of interest the Directors do not believe there are any actual or potential conflicts of interest between the duties which the directors and/or members of the administrative, management and supervisory bodies of DGS LLP owe to DGS LLP and the private interests and/or other duties which they have.

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The DMCCA has an interest in DGS LLP and a minority interest in Dubai Gold Investments. While these entities share certain commonalities in management and personnel, which could potentially lead to conflicts of interest, the Directors do not believe that there are any actual or potential conflicts of interest between the directors and/or members of the administrative, management and supervisory bodies of DGS LLP owe to DGS LLP and the private interests and/or other duties they have.

Shariah Supervisory Board

In order to maintain the highest standards of compliance with the principles and precepts of Islamic law, a Shariah Supervisory Board has been retained and will oversee all operations, methodologies, and contracts related to the Dubai Gold Securities and their trading. In keeping with industry standards developed for Shariah compliance by the AAOIFI, the Shariah Supervisory Board will be responsible for approving and periodically certifying the compliance of the Dubai Gold Securities and their trading. To ensure the broadest possible consensus on all issues of Shariah compliance, the Shariah Supervisory Board is comprised of Shariah scholars with demonstrated experience in Islamic jurisprudence. They represent a variety of geographic areas and are internationally recognized as leading experts in modern Islamic finance. Brief biographies of the members of the Shariah Supervisory Board are given below.

Shaykh Yusuf Talal DeLorenzo, United States of America

Shaykh Yusuf, Chief Shariah Officer at Shariah Capital, is a scholar of Islamic transactional law whose 30 year career was featured in a front page story in The Wall Street Journal in August 2007. Based in the Washington, DC area he has served as a Shariah advisor to dozens of international financial entities, including index providers, institutional investors, home finance providers, international investment banks and a variety of asset managers. Shaykh Yusuf is the author of the three volume compendium of Legal Opinions on the Operations of Islamic Banks, the first English/Arabic reference on the fatwas issued by Shariah boards, and has published several papers and chapters in books on the subject of modern Islamic finance. He also serves as a member of the Shariah Board of AAOIFI, and is a member of the ISKA Council of Scholars attached to the Central Bank of Malaysia.

Dr Mohamed Daud Bakar, Malaysia

Dr Mohamed Daud Bakar is the Chairman of the Central Shari'ah Advisory Council of the Central Bank of Malaysia and a member of the Shariah Advisory Council of the Malaysian Securities and Exchange Commission. He is considered the leading authority on Islamic legal theory and Islamic finance in Malaysia. A former Associate Professor in Islamic law and Deputy Rector, Student Affairs and Disciplines, at the International Islamic University Malaysia, Dr Bakar's areas of specialization include Islamic legal theory, Islamic banking and finance, and Islamic law of zakat. Dr Bakar is a member of numerous international Shariah Supervisory Boards, including the Dow Jones Islamic Market Indexes, HSBC (Malaysia), Unicorn Investment Bank (Bahrain), BNP Paribas, Oasis Asset Management, the Japan Bank for International Cooperation, the Shariah Supervisory Board of AAOIFI and others.

Shaykh Nizam Yaquby, Bahrain

Shaykh Nizam is well known as a leading expert in modern Islamic finance with significant contributions of original research. His Shariah Advisory Board memberships include: the Dow Jones Islamic Market Index, ABC Islamic Bank, Citi Islamic Investment Bank, Investcorp, National Bank of Abu Dhabi, UBS, HSBC Amanah Finance, Abu Dhabi Islamic Bank, Bahrain Islamic Bank, Gulf Finance House, Sharjah Islamic Bank, Royal Bank of Canada, Guidance Financial Group, Unicorn Investment Bank, WAFRA (Kuwait Investment Advisory), Shamil Bank, Al-Ahli United Bank, Islamic Bank of Britain, European Islamic Investment Bank and others. Shaykh Nizam has participated in the development and certification of several recent international sukuk issues. He is also a member of the AAOIFI Shariah Supervisory Board.

Dr Mohammad Abdul Rahim Sultan Al Olama, UAE

Dr Al Olama is a member of the faculty of Shariah at UAE University. Dr Al Olama is a member of the Fatwa Committee at the Department of Religious and Charitable Affairs in Dubai. He is a member of the Shariah Supervisory Board of the AAOIFI and serves as a member of the Shariah Boards of Mawarid Finance in Dubai, Manazel Real Estate in Abu Dhabi, and Al Mada'in Finance in Dubai. Dr Al Olama has written extensively on modern Islamic finance and has presented numerous research papers at industry conferences. He holds a Ph.D. in Islamic law from Umm Al Qurra University in Mecca, Saudi Arabia.

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Dr Yousef Abdullah Al-Shubaily, Saudi Arabia

Dr Al-Shubaily is a professor of Comparative Law at the Higher Judicial Institute in Saudi Arabia. He is a member of the Shariah Supervisory Boards of Al Bilad Bank (Saudi Arabia), United International Bank (Bahrain), Al Mayma Financial (Dubai), Dar al Arbah (Saudi Arabia), The Kasb Financial Group (Saudi Arabia), Siraj Advisory (Kuwait), Al Iltizam (Dubai) and other financial institutions in the Gulf region. Dr Al-Shubaily has published several books and papers on the jurisprudence of Islamic finance, and is regularly featured on local TV programs as an expert on Islamic Finance. Dr Al-Shubaily serves as a member of several important government commissions, including the Saudi Arabian Commission for Islamic Financial Transactions and the Saudi Arabian Commission for Auditing Charitable Contributions.

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PART 2 GOLD MARKET OVERVIEW

How Gold travels from the Mine to the Customer

The following is a general description of the typical path gold takes from the mine to the customer. Individual paths may vary at several stages in the process from the following description.

Gold, a naturally occurring mineral element, is found in ore deposits throughout the world. Ore containing gold is first either dug from the surface or blasted from the rock face underground. Mined ore is hauled to a processing plant, where it is crushed or milled. It is then concentrated in order to separate out the coarser gold and heavy mineral particles from the remaining parts of the ore. Gold is extracted from these ore concentrates by a number of processes and, once extracted, is then smelted to a gold-rich doré (generally a mixture of gold and silver) and cast into bars. Smelting, in its simplest definition, is the melting of ores or concentrates with a re-agent which results in the separation of the gold from impurities.

The doré goes through a series of refining processes to upgrade it to a purity and format that is acceptable in the market place. Refining can take a number of different forms, according to the type of ore being treated. The doré is refined to a purity of 99.5% or higher. The most common international standard of purity is the standard established by the LBMA Good Delivery Standards (described in "The London Bullion Market") below.

The gold mining company pays the refinery a fee, and then sells the bars to a bullion dealer. In some cases, the refinery may buy the gold from the mining company, thus effectively operating as a bullion dealer. Bullion dealers in turn sell the gold to manufacturers of jewellery or industrial products containing gold. Both the sale by the mine and the purchase by the manufacturer will frequently be priced with reference to the London gold price fix, which is widely used as the price benchmark for international gold transactions.

Some gold mining companies sell forward their gold to a bullion dealer in order to lock in cash-flow for revenue management purposes. The price they receive on delivery of the gold will be that which was agreed to at the time of the initial transaction, equivalent to the spot price plus the interest accrued up until the date of delivery.

Once a manufacturer of jewellery or industrial products has taken delivery of the purchased gold, the manufacturer fabricates it and sells the fabricated product to the customer. This is the typical pattern in many parts of the developing world. In some countries, especially in the industrialized world, bullion dealers will consign gold out to a manufacturer. In these cases, the gold will be stored in a secured vault on the premises of the manufacturer, who will use these consignment stocks for fabrication into products as needed. The actual sale of the gold from the bullion dealer to the manufacturer only takes place at the time the manufacturer sells the product, either to a distributor, a retailer or the customer.

In some cases, the manufacturer may, often for cost reasons, ship the gold to another country for fabrication into products. The fabricated products may then be returned to the manufacturer's country of business for onward sale, or shipped to a third country for sale to the customer.

Gold Supply and Demand

Gold is a physical asset that is accumulated, rather than consumed. As a result, virtually all the gold that has ever been mined still exists today in one form or another. Gold Survey 2008, a publication of GFMS, an independent precious metals research organization based in London, estimates that existing above-ground stocks of gold amounted to 161,000 tonnes (approximately 5.2 billion ounces) at the end of 2007. These stocks have increased by approximately 2.0% per year on average for the 10 years ending December 2007. When used in this Offering Document, "tonne" refers to one metric tonne, which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

Existing stocks may be broadly divided into two categories based on the primary reason for the purchase or holding of the gold:

• Gold purchased or held as a store of value or monetary asset; and

• Gold purchased or held as a raw material or commodity.

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The first category, gold held as a store of value or monetary asset, includes the nearly 31,000 tonnes of gold that is estimated to be owned by the official sector (central banks, other governmental agencies and multi-lateral institutions such as the International Monetary Fund). GFMS estimates that just under 2,000 tonnes of this had already been mobilized into the market and fabricated into gold products. This reduces to 29,000 tonnes (18.0% of the estimated total) the total that could theoretically become available in the unlikely event that all official sector holdings were liquidated. The 26,500 tonnes of gold (16.5% of the estimated total) in the hands of private investors also falls into this first category. While much of the gold in this category exists in bullion form and, in theory, could be mobilized and made available to the market, there are currently no indications that a significantly greater amount of gold will be mobilized in the near future than has been mobilized in recent years.

The second category, gold held as a raw material or commodity, includes the 82,700 tonnes of gold (51.4% of the estimated total) that has been manufactured into jewellery. As all gold jewellery exists as fabricated products, the jewellery would need to be remelted and transformed into bullion bars before being mobilized into the market in an acceptable form. While adornment is the primary motivation behind purchases of gold jewellery in the industrialized world, much of the jewellery in the developing world has an additional store of value element, with this jewellery being held, at least in part, as a means of savings. As this jewellery in the developing world tends to be of higher purity, the price of an item of jewellery is more closely correlated with the value of the gold contained in it than is the case in the industrialized world. As a result, this jewellery is more susceptible to recycling.

Recycled jewellery, primarily from the developing world, is the largest single component of annual gold scrap supply, which averaged 881 tonnes annually over the last 10 years.

The second category also includes the 19,200 tonnes of gold (11.9% of the estimated total) that has been manufactured or incorporated into industrial products. Similar to jewellery, this gold would need to be recovered from the industrial products and then remelted and recast into bars before it could be mobilized into the market. Small quantities of remelted gold from industrial products come onto the market each year.

Approximately 3,600 tonnes of above-ground stocks (2.2% of the estimated total) is unaccounted for.

World Gold Supply and Demand (1998-2007)

The following table sets forth a summary of the world gold supply and demand for the last 10 years. It is based on information reported in the GFMS Gold Survey 2008.

World Gold Supply and Demand, 1998-2007 (tonnes)

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007

Mine production 2,574 2,602 2,618 2,645 2,618 2,621 2,493 2,548 2,486 2,476 Official sector sales 363 477 479 520 547 620 479 663 370 481 Old gold scrap 1,108 620 619 749 872 985 878 897 1,126 956 Net producer hedging 97 506 (15) (151) (412) (289) (438) (92) (410) (446)

Total reported supply 4,143 4,205 3,701 3,763 3,625 3,937 3,412 4,016 3,572 3,467

Gold fabrication in carat jewellery 3,169 3,139 3,204 3,008 2,660 2,482 2,613 2,708 3,284 2,401

Gold fabrication in electronics 226 247 283 197 206 233 262 281 308 311

Gold fabrication in other industrial & decorative applications 103 99 99 97 83 81 84 88 91 92

Gold fabrication in dentistry 64 66 69 69 69 67 68 62 61 58

Retail investment 261 359 166 357 339 292 339 386 401 402 Investment in Exchange

Traded Funds and related products1 0 0 0 0 3 39 133 208 260 251

Total identifiable demand 3,824 3,911 3,821 3,727 3,359 3,194 3,498 3,733 3,405 3,515

Supply less demand2 319 294 (120) 36 265 743 (86) 283 167 (48)

(1) Figures may not add to totals due to independent rounding. (2) Including SPDR Gold Shares, Gold Bullion Securities (Jersey), Gold Bullion Securities (Australia), NewGold Gold Debentures,

iShares Comex Gold Trust, Central Fund of Canada, ZKB Gold, Goldist, ETFS Physical Gold and Central Gold Trust.

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(3) This is the residual from combining all the other data in the table. The residual results from the fact that there is no reliable methodology for measuring all elements of gold supply and demand. It includes net institutional investment other than that in Exchange Traded Funds and similar products, movements in stocks and other elements together with any residual error.

Source: GFMS Gold Survey 2008

Sources of Gold Supply

Sources of gold supply include both mine production and the recycling or mobilizing of existing above-ground stocks. The largest portion of gold supplied into the market annually is from gold mine production. The second largest source of annual gold supply is from old scrap, which is gold that has been recovered from jewellery and other fabricated products and converted back into marketable gold. Official sector sales have outstripped purchases since 1989, creating additional net supply of gold into the marketplace. Net producer hedging accelerates the sale of physical gold and can therefore impact, positively or negatively, on supply in a given year.

Mine Production

Mine production includes gold produced from primary deposits and from secondary deposits where the gold is recovered as a by-product metal from other mining activities.

Mine production is derived from numerous separate operations on all continents of the world, except Antarctica. Any disruption to production in any one locality is unlikely to affect a significant number of these operations simultaneously. Such potential disruption is unlikely to have a material impact on the overall level of global mine production, and therefore equally unlikely to have a noticeable impact on the gold price.

In the unlikely event of significant disruptions to production occurring simultaneously at a large number of individual mines, any impact on the price of gold would likely be short-lived. Historically, any sudden and significant rise in the price of gold has been followed by a reduction in physical demand which lasts until the period of unusual volatility is past. Gold price increases also tend to lead to an increase in the levels of recycled scrap used for gold supply. Both of these factors have tended to limit the extent and duration of upward movements in the price of gold.

Since 1984, the amount of new gold that is mined each year has been substantially lower than the level of physical demand. For example, during the five years from 2003 to 2007, new mine production satisfied on average 73% of total identifiable demand. The shortfall in total supply has been met by additional supplies from existing above-ground stocks, predominantly coming from the recycling of fabricated gold products, official sector sales and, in some years, from net producer hedging.

Old Gold Scrap

Gold scrap is gold that has been recovered from fabricated products, melted, refined and cast into bullion bars for subsequent resale into the gold market. The predominant source of gold scrap is recycled jewellery. This predominance is largely a function of price and economic circumstances. The 1998 peak in gold scrap supply can be attributed to the concurrent collapse of many of the East Asian currencies, which began with the collapse of the Thai Baht in July 1997, leading to price-driven and distress related selling.

Official Sector Sales

Historically, central banks have retained gold as a strategic reserve asset. However, since 1989 the official sector has been a net seller of gold to the private sector, supplying an average of 407 tonnes per year from 1989 to 2007. This has resulted in net movements of gold from the official to the private sector. Owing to the prominence given by market commentators to this activity and the size of official sector gold holdings, this area has been one of the more visible sources of supply.

The first Central Bank Gold Agreement, announced during the International Monetary Fund meetings in Washington, DC on 26 September 1999, was a voluntary agreement among key central banks to clarify their intentions with respect to their gold holdings. The signatories to the agreement were the European Central Bank and 14 other central banks. These institutions agreed not to enter the gold market as sellers except for already decided sales, which were to be achieved through a five year program that limited annual sales to approximately 400 tonnes and total sales over the period to 2,000 tonnes. The signatories further agreed not to expand their use of gold lending and derivatives over the period. The European Central Bank announced in March 2004 that the agreement would be extended for a further five-year

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period starting on 27 September 2004. The new agreement is similar to the previous agreement, although the ceiling for gold sales is 25% higher. Not all gold sales had been decided at the time the agreement was announced and the Bank of Greece replaced the Bank of England as a signatory to the agreement. The Bank of Slovenia became a signatory in December 2006; the Central Bank of Cyprus and the Central Bank of Malta became signatories in January 2008. The UK Treasury indicated at the time of the announcement of the new agreement that the UK government had no plans to sell gold from its reserves and therefore would not participate in the new agreement. As before, the new agreement will be reviewed after five years.

The following chart shows the reported gold holdings in the official sector at December 2007.

(1) The Euro Area at the end of 2007 comprised the following countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Slovenia and Spain, plus the European Central Bank.

Source: IMF, International Financial Statistics, April 2008.

Net Producer Hedging

Net producer hedging creates incremental supply in the market by accelerating the timing of the sale of gold. A mining company wishing to protect itself from the risk of a decline in the gold price may elect to sell some or all of its anticipated production for delivery at a future date. A bullion dealer accepting such a transaction will finance it by borrowing an equivalent quantity of gold (typically from a central bank), which is immediately sold into the market. The bullion dealer then invests the cash proceeds from that sale of gold and uses the yield on these investments to pay the gold mining company the contango (i.e., the premium available on gold for future delivery). When the mining company delivers the gold it has contracted to sell to the bullion dealer, the dealer returns the gold to the central bank that lent it, or rolls the loan forward in order to finance similar transactions in the future. While over time hedging transactions involve no net increase in the supply of gold to the market, they do accelerate the timing of the sale of the gold, which has an impact on the balance between supply and demand at the time. Since 2000, there has been an annual net reduction in the volume of outstanding producer hedges that has reduced supply.

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The following illustration details a typical hedging transaction (numbering indicates sequential timing).

Sources of Gold Demand

As reported by published statistics, the demand for gold amounted to 2.2% of total above ground stocks in 2007. Demand for gold is driven primarily by demand for jewellery, which is used for adornment and, in much of the developing world, also as an investment. Retail investment and industrial applications represent increasingly important, though relatively small, components of overall demand. Retail investment is measured as customer purchases of bars and coins. Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in industrial applications.

Gold demand is widely dispersed throughout the world. While there are seasonal fluctuations in the levels of demand for gold (especially jewellery) in many countries, variations in the timing of such fluctuations in different countries mean that seasonal changes in demand do not have a significant impact on the global gold price.

Jewellery

The primary source of gold demand is gold jewellery. The motivation for jewellery purchases differs in various regions of the world. In the industrialized world, gold jewellery tends to be purchased purely for adornment purposes, while gold's attributes as a store of value and a means of saving provide an additional motivation for jewellery purchases in much of the developing world. Price and economic factors, such as available wealth and disposable income, are the primary factors in jewellery demand. Jewellery purchased purely for adornment purposes is generally of lower caratage or purity, with design input and improved finishes accounting for a substantial portion of the purchase price. In those parts of the world where the additional motivation of savings or investment applies to the purchase of jewellery, which are mainly in Asia, the Indian subcontinent and the Middle East, gold jewellery is generally of higher caratage, and the purchase price more closely reflects the value of the gold contained in each item.

Electronics, Dentistry and other Industrial and Decorative Applications

Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in electronics. Other uses include high-melting point gold alloy solders and gold thick film pastes for hybrid circuits. In conservative and restorative dentistry, gold is generally used alloyed with other noble metals and with base metals, for inlay and onlay fillings, crown and bridgework and porcelain veneered restorations.

Increasingly, pure gold electroforming is being used for dental repairs. Other industrial applications of gold include the use of thin gold coatings on table and enamel ware for decorative purposes and on glasses used in the construction and aerospace industries to reflect infra-red rays. Small quantities are also used in various pharmaceutical applications, including the treatment of arthritis, and in medical implants.

Producer BullionDealer Central Bank

Spot Market

Receives contract price for golddelivery and interest on deposit

less the lease rate of gold

Enters forward sale, golddelivered at date of contract

Borrows amount of goldin forward sale contract

Pays lease rate on borrowedgold

Sells borrowed gold at spot price Receives proceeds from sale,

invests to earn interest

26

1

3 4

5

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Future applications for gold catalysts are in pollution control, clean energy generation and fuel cell technology. In addition, work is under way on the use of gold in cancer treatment.

Retail Investment

Retail investment demand covers coins and bars meeting the standards for investment gold adopted by the European Union, extended to include medallions of variable purity used primarily for investment purposes, and bars or coins which are likely to be worn as jewellery in certain countries. Retail investment is measured as net purchases by the ultimate customer.

Investment in Exchange Traded Funds and related Products

This line item represents the annual increase in investment in gold Exchange Traded Funds and related products. The products are listed in the footnote to the table of gold supply and demand in the section captioned "Overview of the Gold Industry — Gold Supply and Demand." The statistics in the columns under each calendar year are calculated by subtracting the reported total assets invested in the various products at the beginning of the year from the reported total assets invested at the close of the year.

Operation of the Gold Bullion Market

The global trade in gold consists of OTC transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options.

Global over-the-Counter Market

The OTC market trades on a 24-hour per day continuous basis and accounts for most global gold trading.

Market makers, as well as others in the OTC market, trade with each other and with their clients on a principal-to-principal basis. All risks and issues of credit are between the parties directly involved in the transaction. Market makers include the eleven market-making members of the LBMA, a trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market. The eleven market-making members of the LBMA are: the Bank of Nova Scotia - ScotiaMocatta, Barclays Bank PLC, Bear Stearns Forex Inc., Deutsche Bank AG, HSBC Bank USA, National Association, London Branch, Goldman Sachs International, JPMorgan Chase Bank, Mitsui & Co Precious Metals Inc., London Branch, Royal Bank of Canada Limited, Société Générale and UBS AG. The OTC market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion dealers customize transactions to meet clients' requirements. The OTC market has no formal structure and no open-outcry meeting place.

The main centers of the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewellery and industrial products, together with investors and speculators, tend to transact their business through one of these market centers. Centers such as Dubai and several cities in the Far East also transact substantial OTC market business, typically involving jewellery and small bars of one kilogram or less.

Bullion dealers have offices around the world and most of the world's major bullion dealers are either members or associate members of the LBMA. Of the eleven market-making members of the LBMA, six offer clearing services. There are an additional 58 full members, plus a number of associate members around the world. The information about LBMA members in this report is as of 18 December 2008. These numbers may change from time to time as new members are added and existing members drop out.

In the OTC market, the standard size of gold trades between market makers ranges between 5,000 and 10,000 ounces. Bid-offer spreads are typically $0.50 per ounce. Certain dealers are willing to offer clients competitive prices for much larger volumes, including trades over 100,000 ounces, although this will vary according to the dealer, the client and market conditions, as transaction costs in the OTC market are negotiable between the parties and therefore vary widely. Cost indicators can be obtained from various information service providers as well as dealers.

Liquidity in the OTC market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments to dealing spreads - the differential between a dealer's "buy" and "sell" prices. The period of greatest liquidity in the gold market generally occurs at the time of day when trading in the European time zones overlaps with trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and options

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trading on the COMEX division of the New York Mercantile Exchange. This period lasts for approximately four hours each New York business day morning.

Futures Exchanges

The most significant gold futures exchanges are the COMEX division of the New York Mercantile Exchange ("COMEX"), the Chicago Board of Trade ("CBOT"), and the Tokyo Commodity Exchange ("TOCOM"). The COMEX and the CBOT both began to offer trading in gold futures contracts in 1974. For most of the period since that date the COMEX has been the largest exchange in the world for trading precious metals futures and options. Trading volumes in gold futures on the CBOT have, however, sometimes exceeded those on the COMEX. In July 2007, the Chicago Mercantile Exchange or CME merged with the CBOT to form the CME Group. The TOCOM has been trading gold since 1982. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market turnover ever comes to physical delivery of the gold represented by the contracts traded. Both exchanges permit trading on margin. Margin trading can add to the speculative risk involved given the potential for margin calls if the price moves against the contract holder. The COMEX operates through a central clearance system. On 6 June 2003, TOCOM adopted a similar clearance system. In each case, the exchange acts as a counterparty for each member for clearing purposes.

Other Exchanges

There are other gold exchange markets, such as the DGCX (trading since November 2005 and the Middle East's first derivatives and commodities exchange). Istanbul Gold Exchange (trading gold since 1995), the Shanghai Gold Exchange (trading gold since October 2002) and the Hong Kong Chinese Gold & Silver Exchange Society (trading gold since 1918).

Market Regulation

The global gold markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain trade associations have established rules and protocols for market practices and participants. In the United Kingdom, responsibility for the regulation of the financial market participants, including the major participating members of the LBMA, falls under the authority of the FSA, as provided by the Financial Services and Markets Act 2000 ("FSMA"). Under this act, all UK-based banks, together with other investment firms, are subject to a range of requirements, including fitness and properness, capital adequacy, liquidity, and systems and controls.

The FSA is responsible for regulating investment products, including derivatives, and those who deal in investment products. Regulation of spot, commercial forwards, and deposits of gold and silver not covered by the FSMA is provided for by the NIPS Code, which was established by market participants in conjunction with the Bank of England.

Participants in the US OTC market for gold are generally regulated by the market regulators which regulate their activities in the other markets in which they operate. For example, participating banks are regulated by the banking authorities. In the United States, Congress created the CFTC in 1974 as an independent agency with the mandate to regulate commodity futures and option markets in the United States. The CFTC regulates market participants and has established rules designed to prevent market manipulation, abusive trade practices and fraud. The CFTC requires that any trader holding an open position of more than 200 lots (i.e. 20,000 ounces) in any one contract month on the COMEX division of the New York Mercantile Exchange must declare his or her identity, the nature of his or her business (hedging, speculative, etc.) and the existence and size of his or her positions.

The TOCOM has authority to perform financial and operational surveillance on its members' trading activities, scrutinize positions held by members and large-scale customers, and monitor the price movements of futures markets by comparing them with cash and other derivative markets' prices. To act as a Futures Commission Merchant Broker, a broker must obtain a license from Japan's Ministry of Economy, Trade and Industry, the regulatory authority that oversees the operations of the TOCOM.

Analysis of Historical Movements in the Price of Gold

As movements in the price of gold are expected to directly affect the price of the Dubai Gold Securities, investors should understand what the recent movements in the price of gold have been. Investors, however, should also be aware that past movements in the gold price are not indicators of future

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movements. This section of the Offering Document identifies recent trends in the movements of the gold price and discusses some of the important events which have influenced these movements.

The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in US dollars per ounce over the period from 1 January 1971 to 28 November 2008, and is based on the London PM Fix.

The following chart illustrates the movements in the price of gold in US dollars per ounce over the five year period from 1 December 2003 to 28 November 2008, and is based on the London PM Fix.

After reaching a 20-year low of $252.80 per ounce at the London PM Fix on 20 July 1999, the gold price gradually increased. The average gold price for 2003 was $363.32 per ounce, the average for 2004 was $409.17 per ounce and the average for 2005 was $444.45 per ounce. During the year 2006, the gold price

Daily gold price - 1 January 1971 to 28 November 2008

0

200

400

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1200

Jan-71 Jan-74 Jan-77 Jan-80 Jan-83 Jan-86 Jan-89 Jan-92 Jan-95 Jan-98 Jan-01 Jan-04 Jan-07

US$

/oz.

Gold London PM Fix

Daily gold price - 1 December 2003 to 28 November 2008

200

300

400

500

600

700

800

900

1000

1100

Dec-03

Mar-04

Jun-0

4

Sep-04

Dec-04

Mar-05

Jun-0

5

Sep-05

Dec-05

Mar-06

Jun-06

Sep-06

Dec-06

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Jun-0

7

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Dec-07

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US$

/oz.

Gold London PM Fix

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ranged between a low of $524.75 on 5 January and a high of $725.00 on 12 May with the average for the year being $603.77. In the first eight months of 2007 the gold price traded in a range between a low of $608.40 on 10 January and a high of $691.40 on 20 April; during this period it averaged $660.01. Beginning September 2007 the price started to move upwards. On 3 January 2008 it broke through the previous record of $850.00 per ounce, which was set on 21 January 1980. It rose further to reach a peak of $1,011.25 on 17 March 2008 before falling back to $712.50 on 24 October 2008 and reaching $814.50 by 28 November 2008. For all of 2007, the gold price averaged $696.40 per ounce. For the eleven month period from 2 January through 28 November 2008, it averaged $876.52 per ounce.

The initial reason for the market's turnaround during 1999 was the strong rise in physical demand, notably in price sensitive markets such as China, Egypt, India and Japan. The sharp gold price rise in September 1999 was largely a reflection of the Central Bank Gold Agreement, which removed an important element of uncertainty from the market and led not just to renewed professional interest in the market but also to short-covering purchases. The Central Bank Gold Agreement underpinned improved sentiment in the longer term (fears over official sector sales had been a key element to negative sentiment across the market in the latter part of the 1990s).

Despite the Central Bank Gold Agreement, a number of factors led to the gold price resuming a downward trend in 2000. These included renewed strength in the dollar (gold is often perceived as a dollar hedge), strong global economic growth, low inflation and, for much of the year, buoyant stock markets in the United States and other key countries. This downward price trend persisted into the early part of 2001. At this time the gold price once again appeared to be approaching $250 per ounce but, as before, strong physical demand from price sensitive markets such as India again countered the downward trend.

Sentiment in the gold market started to change in early 2001, and the gold price has shown an upward trend since March of that year. A rapid economic slowdown occurred in the world economy, while stock markets in the United States and other key countries were falling. There was an end to the significant disinvestment in gold in Europe and North America that had affected gold prices during 2000. In addition, the rapid sequence of interest rate cuts in the United States reduced the risk/reward ratio that had previously been enjoyed by speculators who had been trading in the gold market from the short side (i.e., selling forward or futures with a view to buying back at a lower price). Lower interest rates reduced the contango (i.e., the premium available on gold for future delivery) available and this, combined with steady prices, meant that such trades became increasingly unattractive. After the first quarter of 2001, some mining companies started to reduce their hedge books, reducing the amount of gold coming onto the market. Political uncertainties and the continuing economic downturn after the attacks of 11 September 2001 added to demand for gold investments.

The upward price trend that began in 2001 has continued except for a period of several months during which the gold price corrected between May and October 2006. After reaching a peak of $725.00 at the London PM Fix on 12 May 2006, gold corrected down to a low of $560.75 at the PM Fix on 6 October 2006. The reason most often cited for the correction was a concern among investors that monetary authorities, especially in the US, would move to counter the threat of rising inflation by aggressively raising interest rates. These concerns quickly ebbed, however, and as the dollar continued to fall, the gold price rallied from the October 2006 low. In any event, beginning in August 2007, the US authorities began to reduce interest rates in response to the subprime mortgage crisis. The continued reduction in the fed funds rate helped to drive gold to a fresh all-time high of $1,011.25 on 17 March 2008. As the sub-prime mortgage problem escalated into a global financial crisis, gold has traded in a range from the mid $900s down to the mid $700s. The higher prices have tended to coincide with investors buying as fresh news of distress for companies in the financial sector, and the lows appear to have been triggered by selling from investors in search of liquidity. The average London PM Fix for this year to 28 November 2008 was $871.15.

United Arab Emirates Gold Market

Dubai Gold Imports

The total gold imports in 2007 were 559 tonnes compared with 489 tonnes in 2006, representing a 14% increase year-on-year. In 2007, out of the total 559 tonnes imported, 120 tonnes were imported as finished gold jewellery while the remaining 439 tonnes represented the import of bullion and scrap. The main source of the imported gold jewellery is from countries such as Malaysia, Singapore, Turkey, Italy and

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India. Bullion sourced is from countries such as South Africa, Switzerland and the United Kingdom, while scrap is mainly imported from Saudi Arabia, Egypt and India.

UAE Gold Consumption

Jewellery Demand

UAE gold jewellery consumption increased by 8% in 2007 compared with 2006 despite the 15% increase in gold price during that period. Jewellery consumption increased from 92.4 tonnes in 2006 to 99.8 tonnes in 2007. The first three quarters of 2008 witnessed a drop of 5.3% with consumption of 76.3 tonnes over the first three quarters of 2008 after reaching 80.5 tonnes over the same period of 2007.

Investment Demand

The UAE investment sector witnessed a drop from 8.2 tonnes in 2006 to 7.5 tonnes in 2007. However, a 30% increase was recorded over the first three quarters of 2008 as demand increased from 5.9 tonnes in the first three quarters 2007 to 7.63 tonnes over the same period 2008.

Fabrication Demand

Fabrication demand in UAE increased by almost 6% in 2007 to 49.4 tonnes compared with 46.6 tonnes in 2006. The annual increase was mostly a first half feature, with off-take in the second half actually declining as gold prices surged. The declining trend continued in the first quarter of 2008 as fabrication demand fell to 9.6 tonnes, a 33% drop from same period in 2007.

Gold Refineries in UAE

Three high volume refineries are being established by independent companies in Dubai, namely, Al Ghaith Gold DMCC, Al Ghurair Giga Gold DMCC and Emirates Gold DMCC.

Dubai Gold & Commodities Exchange

Dubai is the ideal and obvious location for the region's electronic commodities derivatives exchange as its geographical position is a strategic strength. The total volume traded on DGCX in February 2008 peaked at 118,000 contracts, soaring 66% from the same period of last year. This performance reflects the lively interest in gold as an investment class, surging gold prices and Dubai's ambition to be a centre of the world gold trade.

Dubai Good Delivery - Gold

Dubai Good Delivery - Gold standard was created and is maintained by the DMCC. It has been designed specifically for small bars and fully complements the London large bar good delivery standard. Bars are to be of weights between 100g and one kilogram, with a minimum of 995 parts per thousand. Shape, appearance and marks are in conformity with the LBMA Good Delivery Standard rules.

Loco Dubai

Gold traded in Dubai is generally on a loco London basis, (meaning the gold is physically held in vaults in London or is transferred into accounts established in London) plus or minus a premium or a discount which may range from an average of +/- USD 1 per ounce, mainly to cover insurance, shipping and storage charges. The basis for settlement and delivery of loco Dubai spot trade payment (generally in US dollars) two Business Days after the trade date against delivery. Delivery of the gold can be by physical delivery to an allocated account.

Allocated Accounts - Dubai

An allocated account is an account held with a dealer in a client's name evidencing that uniquely identifiable bars of gold have been "allocated" to the client and are segregated from other metal held in the vault of that dealer. The client has full title to this gold with the dealer holding it as custodian.

Unallocated Accounts - Dubai

Most gold traded in the UAE market is traded and settled in unallocated form. Gold held in this form does not entitle the holder to specific bars of gold but gives the holder a right to require the delivery of certain

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amounts of gold. Subject to the terms of a holder's account agreement, a holder may make exchanges between allocated and unallocated gold accounts (provided the holder has a sufficient balance).

Trading Unit

The trading unit for gold is in Kilograms in which the conversion factor is:

1 troy ounce = 31.1034768 grams

1 kilogram = 32.1507465 troy ounces

The UAE gold market deals with kilogram bars and uses 995 finesse. The majority of the imports are for local and regional fabrications. The gold is obtained from international (LBMA approved) refineries or local refineries. Consumers trade in ounces, bars and kilogram bars. Bars are usually in Dubai for onward delivery to KSA, Iran and Egypt. The kilogram bars are usually consumed in manufacturing.

Trading Hours

The Dubai Gold & Commodities Exchange ("DGCX") commenced trading in November 2005 as the region's first derivatives and commodities exchange.

Bullion traders trading on the DGCX operate under uninterrupted trading hours Monday through to Friday from 08:30 am to 11:30 pm (GMT + 4) as described in further detail on the DGCX website www.dgcx.ae.

The London Bullion Market

Although the market for physical gold is distributed globally, most OTC market trades are cleared through London. In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the "London Good Delivery Lists," which are the lists of LBMA accredited melters and assayers of gold. The LBMA also coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.

The LBMA

The LBMA is the trade association that acts as the co-ordinator for activities conducted in the London Bullion Market. The roles of the LBMA include: setting refining standards for and ensuring gold bars meet the LBMA "Good Delivery Standard"; co-ordinating market clearing and vaulting; promoting good trading practices; and developing standard documentation.

London Good Delivery

According to the Good Delivery Rules of the LBMA a gold bar must have a minimum fineness of 99.5 per cent and a weight of approximately 400 ounces or 12.5 kilograms (although bars are permitted to be between 350 and 430 ounces). The actual quantity of pure gold in a bar is expressed to three decimal places and is calculated by multiplying the gross weight (in ounces, to three decimal places) by the fineness (in per cent, to two decimal places). For example, a bar with a gross weight of 404.075 fine troy ounces and a fineness of 99.58 per cent would be recorded as having a fine gold content of 402.377 fine troy ounces (note: there is no rounding up unless the fourth decimal is a nine). The standards required for gold bars to be included in the "Good Delivery Lists" are set out in "The Good Delivery Rules for Gold and Silver Bars" published by the LBMA.

Even though a variety of smaller and exact weight bars are available in the market, DGS LLP will only deal in LBMA Good Delivery gold bars.

Loco London

Gold traded in the London market is generally on a loco London basis, meaning the gold is physically held in vaults in London that meets the specification for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of a LBMA acceptable refiner) and appearance set forth in "The Good Delivery Rules for Gold and Silver Bars" published by the LBMA. The basis for settlement and delivery of a loco London spot trade is payment (generally in US dollars) two Business Days after the

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trade date against delivery. Delivery of the gold can either be by physical delivery to an allocated account or through the London Bullion clearing system to an unallocated account.

Allocated Accounts - London

An allocated account is an account held with a dealer in a client's name evidencing that uniquely identifiable bars of gold have been "allocated" to the client and are segregated from other metal held in the vault of that dealer. The client has full title to this gold with the dealer holding it as custodian.

Unallocated Accounts - London

Most gold traded in the London market is traded and settled in unallocated form. Gold held in this form does not entitle the holder to specific bars of gold but gives the holder a right to require the delivery of certain amounts of gold. Subject to the terms of a holder's account agreement, a holder may make exchanges between allocated and unallocated gold accounts (provided the holder has a sufficient balance).

Trading Unit

The trading unit for gold is one fine troy ounce ("fine" meaning pure gold irrespective of the purity of a particular bar). The conversion factors between troy ounces and metric used by the LBMA are:

troy ounce = 31.1034768 grams kilogram = 32.1507465 troy ounces

Even though the London Bullion Market is a wholesale market, where minimum traded amounts are generally 1,000 fine troy ounces of gold, the fact that it is an OTC market gives dealers flexibility to deal in whatever quantities they wish. DGS LLP may be required to deal in quantities of less than 1,000 fine troy ounces because, for example, some redemptions may require the sale of gold in smaller parcels or in a number of fine troy ounces expressed to three places of decimals. For such transactions, DGS LLP may not be able to achieve the same price if dealing in 1,000 ounce lots.

London AM and PM Fix

The London market provides a unique gold fixing service, whereby twice a day all purchases and sales, whether for larger or smaller amounts, are conducted solely on the basis of a single published fixing price. The fixing commences at 10.30 a.m. London time (the "London AM Fix") and at 3.00 p.m. London time (the "London PM Fix"). These are fully transparent benchmarks and are widely accepted as the basis for pricing spot transactions as well as a variety of other transactions. There are five dealer members of the gold fixing, one of whom is the present Custodian, and clients place orders for the fixing through the dealing room of the fixing members.

Vaulting and Clearing

Certain members of the London Bullion Market offer clearing services. They may use their own vaults for storage of physical bullion and/or have the use of storage facilities with another person. The present Custodian is one of the LBMA members that offers clearing services. The clearing members of the LBMA use a daily clearing system whereby those members utilise the unallocated gold they maintain for the settlement of all mutual trades and third-party transfers. This system is designed to avoid the security risks and costs involved in the physical movement of bullion.

Documentation

The LBMA has developed and introduced a number of standard agreements which cover the terms and conditions for operating allocated and unallocated accounts and for dealing in spot gold transactions. In all dealings in gold DGS LLP to the extent possible, will use the standard LBMA documentation.

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PART 3 DESCRIPTION OF THE DUBAI GOLD SECURITIES

Description of Dubai Gold Securities

Dubai Gold Securities are instruments with a face value of US$0.00001 issued by DGS LLP, which on redemption entitles an Approved Applicant to delivery of gold in an amount equal to the Per Security Entitlement to Gold on the applicable Redemption Date. The Gold has characteristics that demonstrate capacity to produce funds to service any payments due and payable on the Dubai Gold Securities.

By a resolution of the directors passed on 28 January 2009, DGS LLP has created and resolved to issue up to 1,000,000,000 Dubai Gold Securities of US$0.00001 each to be constituted by the LLP Agreement.

Investors who are Approved Applicants may make an Application to purchase Dubai Gold Securities in accordance with the creation and redemption procedures set out in the Conditions.

Any investor who is not an Approved Applicant may purchase and sell Dubai Gold Securities on the secondary market including NASDAQ Dubai and any other exchange to which they may be admitted to trading from time to time.

Each investor will be known as a Securities Holder.

Rights of Holders of Dubai Gold Securities

An Approved Applicant has the right, at any time, to require the redemption of all or any of its Dubai Gold Securities for gold. Such redemptions must be made in accordance with the Conditions.

A Securities Holder has no right to the payment of any interest in respect of its Dubai Gold Securities.

Securities Holders may only redeem their Dubai Gold Securities in accordance with the Conditions as set out in Part 6 (Form of Certificate for the Dubai Gold Securities).

Dubai Gold Securities have no final maturity date.

Gold Deposit

DGS LLP has deposited 430 ounces of gold (the "Swing Amount"), purchased using the proceeds of the Qard Al-Hasan Agreement between DGS LLP and DGI, into the Unallocated Account so that it will form part of the Gold. This Swing Amount will be maintained in the Gold Accounts to ensure that there will always be allocated gold in the Gold Accounts in an amount greater than the Combined Entitlement to Gold of all outstanding Dubai Gold Securities (except to the extent that gold has been transferred to the Unallocated Account to effect a redemption) and that there will always be a whole number of London Good Delivery gold bars in the Allocated Account.

Creations and Redemptions

Creations

Dubai Gold Securities may be created at any time from the date of this Offering Document. Dubai Gold Securities may be created or redeemed in baskets of 5,000 Dubai Gold Securities (each a "Basket"). A minimum of 10 Baskets (i.e. 50,000 Dubai Gold Securities) must be created or redeemed at any time. DGS LLP may waive such limits at its discretion.

Dubai Gold Securities shall confer on the Approved Applicants the value of the Per Security Entitlement to Gold on the date of creation as determined using the London AM Fix on such date. Payment of the subscription price for Dubai Gold Securities shall be satisfied by the Applicant depositing gold in the Approved Applicant's Unallocated Account in an amount equal to the Combined Entitlement to Gold of the Dubai Gold Securities applied for and the subsequent transfer of such gold to the Gold Accounts. An Application received by DGS LLP by 4.45 p.m. (Dubai time) (day "T") with receipt of the gold in the Unallocated Account within one Business Day ("T+1") will generally enable Approved Applicants to be registered as the Securities Holder(s) in respect of the relevant Dubai Gold Securities within two Business Days, that is, on a T+2 basis.

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Dubai Gold Securities will only be issued after:

(a) receipt by DGS LLP of a valid Application;

(b) the deposit into the Approved Applicant's Unallocated Account of gold equal to the Combined Entitlement to Gold of the Dubai Gold Securities applied for;

(c) transfer by the Custodian of the gold deposited by the Applicant as referred to in (b) above to the Gold Accounts; and

(d) receipt by DGS LLP of any applicable Creation Fee.

Upon the occurrence of (a) to (d) above, the Dubai Gold Securities applied for will be issued to the relevant Applicant, provided that DGS LLP reserves the right to reject any Application. If DGS LLP elects to reject an Application, it must notify the relevant Applicant forthwith and ensure that any gold and any money in respect of the Creation Fee received from such Applicant is returned to it as soon as possible.

The number of Dubai Gold Securities to be issued to an Applicant will be equal to:

(a) the number of fine troy ounces of gold (expressed to three decimal places) deposited by it in the Approved Applicant's Unallocated Account; divided by

(b) the Per Security Entitlement to Gold on the date of issue.

Applicants will be refunded any excess gold deposited with the Custodian in connection with the creation of Dubai Gold Securities, whether arising from an error by the Applicant, or from rounding.

Redemptions

An Approved Applicant may, at any time, by lodging a Redemption Notice with DGS LLP and a cancellation notice to NASDAQ Dubai CSD, require the redemption of all or any of its Dubai Gold Securities in gold, provided that no redemption in gold will be permissible unless the redeeming Approved Applicant specifies in its Redemption Notice an account with the Approved Applicant's Custodian to which such gold is to be transferred. Dubai Gold Securities may be redeemed in baskets of 5,000 Dubai Gold Securities (a "Basket"). A minimum of 10 Baskets must be redeemed at any time. DGS LLP may waive such limits at its discretion.

Redemptions will be settled two Business Days following the date upon which a valid Redemption Notice is lodged with DGS LLP, that is, on a T+2 basis (or on such later date specified in the Redemption Notice). Redemption Notices lodged after 3.00 p.m. (Dubai time) or on a day which is not a Business Day will be treated as having been received on the next Business Day.

If Dubai Gold Securities are to be redeemed in gold, the Custodian will be instructed to withdraw from the Gold Accounts gold in an amount equal to the Combined Entitlement to Gold of such Dubai Gold Securities on the Redemption Date, and deliver the same to the unallocated gold account of the redeeming Securities Holder(s) designated by it, provided that no delivery shall be made unless the redeeming Approved Applicant has paid any applicable Redemption Fee to DGS LLP. DGS LLP shall not be responsible or liable for any failure by the Custodian to affect a delivery of gold in accordance with the instructions of DGS LLP. However, in the event of such failure, DGS LLP shall to the extent that it, in its sole discretion deems practicable, assign to the redeeming Approved Applicant its claims in relation to such gold in satisfaction of all claims of such Approved Applicant in respect of the Dubai Gold Securities to be redeemed and the Approved Applicant shall have no further claims against DGS LLP.

Custody of Gold

All Gold will be held by the Custodian at its London vault premises or in the vaults of any Sub-custodian. As at the date of this Offering Document the Sub-custodians directly appointed by the Custodian are the Bank of England, the Bank of Nova Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorganChase Bank, N.A., UBS AG and Barclays Bank PLC. The Custodian may appoint a sub-custodian who has vaults located in Dubai.

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Storage and Insurance of Gold Bullion

The Custodian (or one of its affiliates) may make such insurance arrangements from time to time in connection with its custodial obligations with respect to Gold held in allocated form as it considers appropriate. The Custodian has no obligation to insure such gold against loss, theft or damage and DGS LLP does not intend to insure against such risks. In addition, DGS LLP is not responsible for ensuring that adequate insurance arrangement have been made, or for insuring the gold held in the Gold Accounts, and shall not be required to make an enquiry regarding such matters.

The Custodian has agreed to charge a total fee for its services during the period which commenced on 12 February 2009 up to and including 12 February 2012 under the Custody Agreements of an annual fee equal to 0.06 per cent of the average daily aggregate value of Bullion in the Unallocated Account and Allocated Account as applicable to each of the Custody Agreements.

Further details of the terms of storage and the extent of the liability of the Custodian for the gold held in the Gold Account can be found in " Custody Agreements" in Part 5 (Description of the Documents).

The Custodian

HSBC Bank USA, National Association is a New York banking corporation and a wholly-owned subsidiary of HSBC Holdings plc which acts through its London branch at 8 Canada Square, London E14 5HQ and provides custody and transfer facilities in relation to gold from time to time pursuant to the Custody Agreements.

HSBC Bank USA, National Association is a corporation organised under the laws of New York and is subject to supervision by the Federal Reserve Bank of New York, the Federal Deposit Insurance Corporation and the New York State Banking Department. In addition to supervision and examination by the US federal and state banking authorities, HSBC Bank USA, National Association’s London office is regulated by the FSA. HSBC Bank USA, N.A. had total assets of US$17 billion in capital as of 30 June 2008. After the expiration of the current three-year term expiring 12 February 2012, or, in certain circumstances during such fixed term as outlined in the Custody Agreements, the Custodian may be replaced with another LBMA clearing bank member.

The Custodian and any of its affiliates may from time to time purchase or sell Dubai Gold Securities for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

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PART 4 THE ISSUANCE OF DUBAI GOLD SECURITIES

DGS LLP hereby invites eligible persons, on the terms and subject to the conditions set out in this Offering Document, including the Application Form, to subscribe for the Dubai Gold Securities on the following basis:

Overview

The Dubai Gold Securities have the rights summarised in Part 3 (Description of the Dubai Gold Securities) of this Offering Document.

The Dubai Gold Securities are being offered for subscription only to Approved Applicants. All other investors may purchase Dubai Gold Securities on NASDAQ Dubai and on any other exchange to which they may be admitted to trading from time to time.

The Dubai Gold Securities are to be issued in Uncertificated Form on NASDAQ Dubai Guardian system.

Procedure for Application

An Applicant who wishes to apply for Dubai Gold Securities should complete the Application Form in accordance with the instructions thereon and send it to DGS LLP.

Dubai Gold Securities shall be automatically issued in Uncertificated Form.

Once the Dubai Gold Securities have been issued to an Approved Applicant, the relevant NASDAQ Dubai Guardian account will be credited on the day on which the Dubai Gold Securities are issued. Notwithstanding any other provision in this Offering Document, DGS LLP reserves the right to issue any Dubai Gold Securities in Certificated Form. In normal circumstances this right is likely to be exercised only in the event of any interruption, failure or breakdown of NASDAQ Dubai Guardian (or any part of NASDAQ Dubai Guardian), or on the part of the facilities and/or systems operated by the Registrar in connection with NASDAQ Dubai Guardian. This right may also be exercised if the correct details (such as participant ID and member account details) are not provided as requested on the Application Form. No temporary documents of title will be issued and, pending despatch of security certificates, transfers will be certified against the Securities Holders Register.

For further information concerning the procedure for making application for Dubai Gold Securities, contact Dubai Gold Investments (telephone number +971 4 375 2228). However, Dubai Gold Investments will not be able to give any advice concerning the merits of the Offering or as to whether or not a person should make application for Dubai Gold Securities.

By completing and delivering an Application Form the Applicant confirms that in making the application:

(a) it is not relying on any information or representation other than such as may be contained in this Offering Document;

(b) that no person responsible solely or jointly for this Offering Document or any part of it shall have any liability for any information or representation not contained in this Offering Document;

(c) it is a person who is an account holder on NASDAQ Dubai Ltd., Central Securities Depositary (the "NASDAQ Dubai CSD"); and

(d) it is a person who holds an unallocated account with the Custodian (the "Approved Applicant's Unallocated Account"),

Further details on new issues are set out in Part 3 (Description of the Dubai Gold Securities).

Subscription for Dubai Gold Securities

All gold being used to apply for Dubai Gold Securities must be deposited into the Approved Applicant's Unallocated Account. To the extent that an Applicant deposits gold into the Approved Applicant's Unallocated Account in excess of the amount required for the number of Dubai Gold Securities applied for, such excess gold shall be returned to the relevant Applicant as soon as practicable. Pending the transfer of gold held in such account to the Allocated Account (or, if the relevant Application is rejected

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or the relevant Applicant has deposited excess gold, the return of such gold to the Applicant), such gold shall be held on trust for the Applicant.

The Custodian is required to use its commercially reasonable endeavours to complete the transfer of all such gold by not later than 11:00 am (London time) two Business Days following deposit in Approved Applicant's Unallocated Account. The Dubai Gold Securities in respect of which the deposit has been made will not be issued until the Custodian has confirmed to DGS LLP that it has completed the transfer to the Gold Accounts.

Securities Holders Register

The Registrar will maintain the Securities Holders Register in the DIFC.

Settlement

DGS LLP is a participating issuer in NASDAQ Dubai Guardian, a paperless multi-currency electronic settlement procedure enabling securities to be evidenced otherwise than by written instrument, and to be transferred electronically with effective delivery versus payment and the Dubai Gold Securities are participating securities. Settlement of transactions in such Dubai Gold Securities will take place within NASDAQ Dubai Guardian system. In addition, Dubai Gold Securities are eligible for admission to NASDAQ Dubai CSD for settlement and clearing.

The Documents

The following documents, being the primary documents which set out the terms and conditions relating to the Dubai Gold Securities and the holding of Gold, comprise:

(a) the LLP Agreement;

(b) the Offering Document;

(c) the Custody Agreements; and

(d) the Services Agreement.

See Part 5 (Description of the Documents) for a summary of such documents.

Anti-Money Laundering

The verification of identity requirements of the Anti-Money Laundering Module of the DFSA Rulebook and/or any subsequent equivalent legislation will apply to the issuance of Dubai Gold Securities and verification of the identity of the Applicant(s) for Dubai Gold Securities may be required. The anti-money laundering laws and regulations of other jurisdictions may also apply to the issuance of Dubai Gold Securities and verification of the identity of the Applicant(s).

By lodging an Application Form, each Applicant confirms that it is subject to the Anti-Money Laundering Module of the DFSA Rulebook (as amended from time to time) and/or any other applicable anti-money laundering laws and regulations and/or undertakes to provide such other evidence of identity as is required by DGS LLP or the Custodian at the time of lodging the Application Form or deposit of Gold into the Unallocated Account or, at the absolute discretion of DGS LLP, at such specified time thereafter as may be requested to ensure compliance with the Anti-Money Laundering Module of the DFSA Rulebook and/or any other applicable legislation. The Registrar is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any Applicant and whether such requirements have been satisfied. Neither DGS LLP, its subsidiaries, affiliates, associated companies nor the Registrar shall be responsible or liable to any person for any loss or damage suffered as a result of the exercise of their discretion hereunder.

No Application will be accepted by DGS LLP unless evidence of such Applicant's identity satisfactory to DGS LLP and its agents is provided. If an Applicant fails to satisfy this requirement, any gold transferred in respect of the Application will be returned.

None of Dubai Gold Investments, or the DMCCA, or the WGC (or their respective subsidiaries, affiliates or associated companies) assumes any responsibility in relation to money laundering compliance.

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DIFC Taxation

Information regarding DIFC taxation in respect of the Offering and the Dubai Gold Securities is set out in Part 7 (General Information). If an Applicant is in any doubt about the tax position, it should consult a professional adviser.

Trading on NASDAQ Dubai

Applications have been made to NASDAQ Dubai for the Dubai Gold Securities issued after the date of this Offering Document to be admitted to the Official List of Securities of NASDAQ Dubai and for such securities to be admitted to trading on NASDAQ Dubai.

Further Information

Your attention is drawn to the remainder of this Offering Document which contains further information relating to the Offering and to the terms and conditions of the Offering set out in the Application Form.

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PART 5 DESCRIPTION OF THE DOCUMENTS

The following is a summary of the material terms of the LLP Agreement, the Custody Agreements and the Services Agreement. Each of these documents is available for inspection by Securities Holders and potential investors at the registered office of DGS LLP, Jumeirah Lakes Towers, Almas Tower, Level 50, Sheikh Zayed Road, P.O. Box 48800, Dubai, United Arab Emirates, during normal business hours on any weekday (Fridays, Saturdays and public holidays excepted).

LLP Agreement

The Dubai Gold Securities are constituted by the LLP Agreement.

1. Transfer

(a) Transfer: The Dubai Gold Securities are in registered form and transferable in integral multiples of US$0.00001.

(b) Uncertificated Dubai Gold Securities: The LLP Agreement contains provisions enabling the Dubai Gold Securities to be held and transferred in Uncertificated Form by means of a paperless system in accordance with the DIFC Demateralised Investments Regulations and NASDAQ Dubai Business Rules (the "DIFC and NASDAQ Dubai Regulations"). DGS LLP may, without the consent of Securities Holders, make modifications to the provisions of the LLP Agreement in order to reflect changes in the DIFC and NASDAQ Dubai Regulations or in the applicable law and practice relating to the holding or transfer of Dubai Gold Securities in Uncertificated Form.

2. Registration

The Registrar shall keep the Securities Holders Register at its registered office showing the principal amount of the Dubai Gold Securities and the date of issue and any subsequent transfers and changes of ownership and the names and addresses of the Securities Holders and the persons deriving title under them. The Registrar shall supply a copy of the Securities Holders Register on request.

3. Status

The Dubai Gold Securities constitute direct and unconditional obligations of DGS LLP and rank pari passu among themselves.

4. Rights of Securities Holders

DGS LLP declares and confirms that it will hold all the Property for the benefit of the Securities Holders as bare trustee and the Securities Holders will accordingly be tenants in common of such Property to the extent of the Property represented by the Dubai Gold Securities in respect of which they are the Securities Holders. For the avoidance of doubt, in acting hereunder DGS LLP shall have only those duties, obligations and responsibilities expressly specified in the LLP Agreement, the Custody Agreements and the Conditions and, other than holding the Property as bare trustee as aforesaid, does not assume any relationship of trust for or with the Securities Holders or the owners of the Dubai Gold Securities or any other person.

DGS LLP shall not sell, convey, assign or create any security interest over the Dubai Gold Securities or other Property held hereunder except in accordance with this Agreement and the Conditions.

5. Enforcement

(a) Dubai Gold Investments may, at any time after the occurrence of a Defaulted Obligation, at its discretion, and shall, if so directed in writing by the Securities Holder(s) to whom such Defaulted Obligation is owed, Dubai Gold Investments having first been indemnified to its satisfaction, take such proceedings and/or other action as it may think fit against or in relation to DGS LLP to enforce any such obligation of DGS LLP under

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the LLP Agreement in respect of the Dubai Gold Securities to which such Defaulted Obligation relates.

(b) Dubai Gold Investments may at any time, if an Insolvency Event has occurred and is continuing, at its discretion, and shall if so directed in writing by (a) Securities Holder(s) holding not less than 25 per cent, of the aggregate face value of the Dubai Gold Securities then outstanding or (b) an Extraordinary Resolution, Dubai Gold Investments having first been indemnified to its satisfaction, take such proceedings and/or other action as it may think fit against or in relation to DGS LLP to enforce any obligations of DGS LLP under the LLP Agreement of all Dubai Gold Securities.

6. Proceedings, Action and Indemnification

Only Dubai Gold Investments may enforce the provisions of the LLP Agreement. No Securities Holder(s) shall be entitled to proceed directly against DGS LLP to enforce the performance of any of the provisions of the LLP Agreement unless Dubai Gold Investments having become bound as aforesaid to take proceedings fails to do so within a reasonable period and such failure is continuing.

7. Investment By DGS LLP

DGS LLP may, at its discretion and pending payment to the Securities Holder(s), invest monies received by it under the LLP Agreement and at any time available for the payment in respect of the Dubai Gold Securities, in some or one of the investments hereinafter authorised for such periods as it may consider expedient with power from time to time at the like discretion to vary such investments. All income deriving from such investment shall be applied first in payment or satisfaction of all amounts then due and unpaid as set out in the Services Agreement to Dubai Gold Investments and/or any Appointee and otherwise held for the benefit of and paid to the Securities Holder(s), first in payment of any remuneration and expenses of the Custodian, any Appointee and otherwise held for the benefit of and paid to the Securities Holder(s).

Any monies which under the LLP Agreement ought to or may be invested by DGS LLP may be invested in the name or under the control of DGS LLP in any investments PROVIDED THAT all such investments made by DGS LLP shall be investments in gold (whether in physical or unallocated form) held by a LBMA clearing member or investments denominated in US dollars of one year or less rated A-1 by Standard & Poor's or P-1 by Moody's or by placing of monies in the name of or under the control of DGS LLP in a non-interest bearing account with a bank or other financial institution, PROVIDED THAT such bank or other financial institution shall, at the time of such investment be rated A or better by Standard & Poor's or A or better by Moody's. DGS LLP may at any time vary any such investments for or into other investments or convert any monies so deposited into any other currency and shall not be responsible for any loss resulting from any such investments or deposits, whether due to depreciation in value, fluctuations in exchange rates or otherwise.

8. Waiver, Authorisation and Determination

Dubai Gold Investments may, without prejudice to its rights in respect of any subsequent breach, but only if and in so far as, in the opinion of Dubai Gold Investments, the interests of the Securities Holders will not be materially prejudiced thereby, waive or authorise any breach or proposed breach by DGS LLP of any of the covenants or provisions of the LLP Agreement, or determine that any Defaulted Obligation or Insolvency Event under the LLP Agreement shall not be treated as such, provided however that Dubai Gold Investments shall not exercise such powers (a) with respect to a Defaulted Obligation, in contravention to any express direction given by the Securities Holders to whom a Defaulted Obligation is owed, or (b) with respect to an Insolvency Event or any other breach or proposed breach by DGS LLP of any of the covenants or provisions of the LLP Agreement, in contravention of any express direction given by an Extraordinary Resolution, but so that no such direction shall affect any waiver, authorisation or determination previously given or made.

9. Removal, Retirement and Replacement of Dubai Gold Investments

(a) Dubai Gold Investments may not be terminated from its duties under the LLP Agreement and the Services Agreement by any party unless either one of the following

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events occurs: (a) any of the parties to the LLP Agreement becomes insolvent or bankrupt or files a voluntary petition, or is subject to an involuntary petition, in bankruptcy or attempts to or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver (a "Winding Up Event"); or (b) any other party wilfully and materially breaches its obligations under the LLP Agreement and such breach has not been cured to the reasonable satisfaction of the non-breaching party prior to the expiration of 90 days after notice by the non-breaching party to the breaching party of such breach (a "Material Breach").

(b) In the event of a Winding Up Event, DGS LLP may terminate the appointment of Dubai Gold Investments under the LLP Agreement and the Services Agreement with immediate effect. Once such a termination has taken place, notice thereof shall be duly given by Dubai Gold Investments to the Securities Holders in accordance with Schedule 2 (Provisions Relating to Registration and Transfer) to the LLP Agreement and by making a public notification on CAP.

(c) DGS LLP may terminate the appointment of Dubai Gold Investments by giving not less than 90 days' prior written notice to Dubai Gold Investments and the Custodian.

(d) Dubai Gold Investments may retire at any time without assigning any reason upon giving not less than 90 days' prior written notice to DGS LLP.

(e) DGS LLP will use its best endeavours to appoint a replacement for Dubai Gold Investments as soon as reasonably practicable after Dubai Gold Investments retires or is removed. Upon such an appointment and acceptance, notice shall be duly given to Dubai Gold Investments and the Securities Holders in accordance with the LLP Agreement and by making a public notification on CAP.

10. Dubai Gold Investments's Liability

Dubai Gold Investments shall be liable for all costs and expenses, damages, liabilities and direct or actual losses incurred by a Securities Holder or any other party to this Agreement TO THE EXTENT THAT they arise as a result of a wilful default, negligence, fraud or misrepresentation by Dubai Gold Investments, its employees, agents or sub-contractors.

Except as set out in the LLP Agreement, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the Dubai Gold Securities are excluded.

Notwithstanding any rule of law equity or otherwise to the contrary nothing in the LLP Agreement shall oblige or impose on Dubai Gold Investments any duties to preserve or enhance the value of the Dubai Gold Securities and accordingly Dubai Gold Investments shall not be liable to any Securities Holder(s) for any failure to preserve or enhance the value of the Dubai Gold Securities or any part of them.

11. Governing Law and Jurisdiction

The LLP Agreement and all non-contractual obligations arising from or connected with it are governed by and will be construed in accordance with the laws of the DIFC.

The parties to the LLP Agreement have agreed that the courts of the DFIC shall have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with the LLP Agreement.

12. Amendments to Documents

(a) DGS LLP may by supplemental agreement to the LLP Agreement (or any other Document, as applicable), amend any Document if one or more of the following applies:

(i) in the opinion of DGS LLP and Dubai Gold Investments the amendment is necessary or desirable and is not materially prejudicial to the rights of Securities Holders;

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(ii) the terms of the amendment are authorised by an Extraordinary Resolution of Securities Holders passed in accordance with the LLP Agreement or a resolution in writing of holders of not less than 75 per cent of the aggregate face value of the Dubai Gold Securities outstanding;

(iii) the terms of the amendment are necessary or desirable in the opinion of DGS LLP and Dubai Gold Investments to comply with any statutory or other requirement of law (including as modified or applied in any respect to the Dubai Gold Securities) or any Listing Rules or to rectify any inconsistency, technical defect, manifest error or ambiguity in the terms of such Document; and

(iv) in the opinion of Dubai Gold Investments, the amendment is of a formal, minor or technical nature or to correct a manifest or proven error.

(b) DGS LLP shall notify all Securities Holders of a proposed amendment as referred to in Section 9 (a)(i) above by publishing a notice on CAP at least 30 days prior to such amendment becoming effective.

(c) DGS LLP shall notify all Securities Holders of a proposed amendment as referred to in Section 9 (a)(ii) and 9 (a)(iii) above by publishing a notice on CAP as soon as practicable after such amendment is proposed and in any event, upon such amendment becoming effective.

(d) Notwithstanding any provision of the LLP Agreement to the contrary as referred to in this Section 12 (Amendments to Documents) or in any other Document, the power to assent to any modification or amendment to the provision of any Document which modifies the power to amend such Document shall require a unanimous resolution in writing of holders of the Dubai Gold Securities then outstanding.

13. Application of Money and Gold

All monies and gold received by DGS LLP pursuant to the LLP Agreement shall be applied as follows:

FIRST in payment or satisfaction of all amounts then due and unpaid of any remuneration and indemnification expenses of Dubai Gold Investments, the Custodian, and/or any Appointee (as defined in the LLP Agreement);

SECONDLY in or towards payment or performance pari passu and rateably of all amounts then due and unpaid and all obligations due to be performed and unperformed in respect of the Dubai Gold Securities; and

THIRDLY in payment of the balance (if any) to DGS LLP (without prejudice to, or liability in respect of, any question as to how such payment to DGS LLP shall be dealt with as between DGS LLP and any other person).

14. Payments out of the Gold Accounts

14.1 If, in relation to a Redemption Notice in which election for the Gold Delivery Method is specified, Dubai Gold Investments, in the exercise of its discretion under the LLP Agreement determines that it is willing to allow gold to be transferred from the Gold Accounts to satisfy the claims of the redeeming Securities Holders in respect of the Dubai Gold Securities to be redeemed pursuant to such Redemption Notice, it will instruct the Custodian by 4.00 p.m. (London time) on the Redemption Notice Date (as defined in the LLP Agreement) (by facsimile transmission or HSBCnet email, in accordance with the provisions of the Custody Agreements) to:

(a) deliver the Combined Entitlement to Gold of the Dubai Gold Securities to be redeemed from the Unallocated Account to the Relevant Account (as defined in the LLP Agreement); and

(b) to the extent required to effect (a), withdraw gold from the Allocated Account by way of de-allocation to the Unallocated Account,

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such withdrawal and payment to take place on the second Business Day following the Redemption Notice Date.

14.2 If, in the exercise of its discretion under Clause 26.4 of the LLP Agreement, Dubai Gold Investments determines that it is willing to allow gold to be transferred from the Gold Account in an amount equal to Gold Sales Charge in relation to any month for which it has received a Gold Sales Charge Certificate (as defined in the LLP Agreement), Dubai Gold Investments (acting on behalf of DGS LLP) will instruct the Custodian (by facsimile transmission, email or HSBCnet in accordance with the provisions of the Custody Agreements) to:

(a) transfer the Gold Sales Charge amount from the Unallocated Account to the account stipulated in such Gold Sales Charge Certificate; and

(b) to the extent required to effect (a), withdraw gold from the Allocated Account by way of de-allocation to the Unallocated Account,

15. Conditions of Dubai Gold Securities

In addition to the provisions of the LLP Agreement, the Dubai Gold Securities are subject to the Conditions as set out in Part 6 (Form of Certificate for the Dubai Gold Securities) below.

Custody Agreements

The Gold Accounts shall be established pursuant to the terms of the Custody Agreements. The following is a summary of these documents.

1. Gold Accounts

(a) The Custodian will open and maintain the Gold Accounts in the name of DGS LLP. The Gold Accounts shall evidence and record the gold held by the Custodian as well as the withdrawals from and deposits to that account. Each Gold Account will be denominated in fine troy ounces of gold.

(b) The Custodian will provide reports by fax, email or HSBCnet (at the option of the party receiving such reports) to DGS LLP and Dubai Gold Investments by the close of each Business Day (only if there have been any changes) identifying movements on Gold Accounts and such additional reports as may be agreed from time to time. The Custodian retains the right to reverse recording errors with retrospective effect.

2. Deposits

Notice of an intended deposit into the Unallocated Account must be given by DGS LLP to the Custodian no later than 11:00 am (London time) two London Business Days prior to the date when such gold is to be deposited into the Unallocated Account.

3. Withdrawals

The Custodian may amend the procedure for withdrawing gold from the Gold Accounts only where such amendment is caused by a change in the procedure of the LBMA. Any such notification will be notified to DGS LLP with at least 7 London Business Days prior notice, where it is reasonably practicable to do so.

The Custodian shall receive deposits of Bullion into the Allocated Account only pursuant to transfers from the Unallocated Account. Notice of an intended deposit into the Allocated Account must be given by DGS LLP to the Custodian no later than 4.00 p.m. (London time) one London Business Day prior to the date when such gold is to be deposited into the Allocated Account.

Once a withdrawal of gold from the Allocated Account is requested, such gold must be de-allocated for purposes of crediting it to an Unallocated Account.

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4. Instructions

(a) DGS LLP, Dubai Gold Investments and the Custodian have agreed that only Authorised Signatories shall have the right to give instructions to the Custodian for withdrawal of gold from the Allocated Account or the Unallocated Account, whether by way of de-allocation or by way of collection or delivery, credit or debit. All instructions must be given in writing and signed by two Authorised Signatories, one Authorised Signatory from DGS LLP or Dubai Gold Investments (on behalf of DGS LLP) and one Authorised Signatory from the DMCCA.

(b) If, in the Custodian's professional and reasonable opinion, any instructions are unclear or ambiguous, the Custodian shall use reasonable endeavours (taking into account any relevant time constraints) to obtain clarification of those instructions from DGS LLP and Dubai Gold Investments and, failing that, the Custodian may in its absolute discretion and without any liability on its part, act upon what the Custodian believes in good faith such instructions to be or refuse to take any action or execute such instructions until any ambiguity or conflict has been resolved to the Custodian's satisfaction.

5. Custody Services

The Custodian is appointed as the custodian of the gold credited to the Gold Accounts in accordance with the Custody Agreements. The Custodian will segregate gold credited to the Allocated Account from any other gold which it owns or holds for others by entering appropriate entries in its books and records, and will require any Sub-custodians it appoints to so segregate such gold. Unless otherwise agreed between DGS LLP and the Custodian, Gold will be held at the Custodian's London vault premises or, when gold has been allocated in a value other than the Custodian's London vault premises, by or for any sub-custodian permitted as described in paragraph 6 below. The Custodian agrees to use commercially reasonable efforts promptly to transport any gold held for DGS LLP by or for a Sub-custodian to the Custodian's London vault premises at its own cost and risk.

6. Sub-custodians

The Custodian may appoint sub-custodians to perform any of its duties under the Custody Agreements including the custody and safekeeping of gold. The Allocated Account Agreement requires the Custodian to use reasonable care in the selection of those Sub-custodians and provided that it shall not be liable for any act or omission, or for the solvency, of any Sub-custodian it appoints unless the appointment of that Sub-custodian was made by it negligently or in bad faith. The only Sub-custodians which the Custodian has currently appointed to perform such duties will be those custodians which are members of the LBMA, namely, in addition to the Custodian, the Bank of England, the Bank of Nova Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorganChase Bank, N.A., UBS AG and Barclays Bank PLC. The Custodian may appoint a sub-custodian with vaults located in Dubai.

7. Fees and Expenses

DGS LLP is required to pay such fees as the Custodian determines from time to time. For services provided during the period which commenced 12 February 2009 up to and including 12 February 2012 DGS LLP shall procure the payment to the Custodian of an annual fee equal to 0.06 per cent of the average daily aggregate value of Bullion held in either the Unallocated Account and Allocated Account as applicable to each of the Custody Agreements. In addition, DGS LLP is required to pay on demand all costs, charges and expenses (including any relevant taxes, duties and legal fees but excluding fees for storage and insurance of gold and any fees and expenses of sub-custodians, which are covered by the fee above) incurred by the Custodian in connection with the performance of its duties and obligations under the Custody Agreements or otherwise in connection with the gold credited to the Gold Accounts.

8. Scope of Responsibility

(a) General: The Custodian will use reasonable care in the performance of its duties under the Custody Agreements and will only be responsible for any loss or damage suffered as a direct result of any negligence, fraud or wilful default by it in the performance of its duties, and in which case its liability will not exceed the market value of Gold lost or

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damaged at the time that such negligence, fraud or wilful default is discovered by the Custodian.

The Custodian is under no duty or obligation to make or take, or require any sub-custodian it appoints to make or take, any special arrangements or precautions beyond those required by any applicable rules of the LBMA, the Bank of England or any other applicable regulatory authority.

(b) Insurance: The Custodian will maintain such insurance in connection with its custodial obligations under the Custody Agreements as it considers appropriate, and it shall be responsible for all costs, fees and expenses in relation thereto.

(c) Force majeure: The Custodian shall not be liable for any delay in performance, or for the non-performance of any of its obligations under the Custody Agreements by reason of any cause beyond the Custodian's reasonable control. This includes any act of God or war or terrorism or any breakdown, malfunction or failure of transmission, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or regulatory or self-regulatory organisation, for any reason, to perform its obligations.

(d) Indemnity: DGS LLP has indemnified the Custodian against all direct or actual costs and expenses, damages, liabilities and losses which it may suffer or incur, directly or indirectly in connection with the Custody Agreements except to the extent that such sums are due directly to the Custodian's negligence, wilful default or fraud.

9. Term

Each Custody Agreement has an initial term of 36 months from the date of the relevant Custody Agreement (the "Initial Term"), unless terminated earlier pursuant to the termination provisions within such agreements. The Custody Agreements may be renewed at the end of the Initial Term for a further period of one year by a party giving to the other parties written notice of the renewal not later than 90 days before the end of the Initial Term. Unless terminated earlier, each Custody Agreement shall terminate automatically without notice at the end of the Initial Term or, if it is renewed, at the end of the further period.

10. Termination

DGS LLP and the Custodian may each terminate any Custody Agreements by giving not less than 90 days' written notice to the other, provided that no Custody Agreement may be terminated prior to 12 February 2012, unless any of the following circumstances occur, in which case the terminating party must provide the other party with not less than 90 days' written notice of termination or may terminate the Custody Agreements with immediate effect as is applicable to the circumstances described below:

(a) circumstances where 90 days' prior written notice is required:

(i) the Custodian ceases to offer the services contemplated by the relevant Custody Agreement to its clients or proposes to withdraw from the Bullion (as defined in the Custody Agreements) business.

(b) circumstances where Custody Agreements may be terminated with immediate effect:

(i) there is any event which, in the Custodian's sole view, indicates DGS LLP's insolvency or impending insolvency;

(ii) there is any event which, in DGS LLP's sole view, indicates the Custodian's insolvency or impending insolvency;

(iii) it becomes unlawful for the Custodian to be a party to the relevant Custody Agreement or to offer its services on the terms contemplated by such agreement or it becomes unlawful for DGS LLP to receive such services or be a party to such agreement;

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(iv) a Force Majeure Event (as defined in the Custody Agreements) has prevailed for a continuous period of 3 months or more; or

(v) where either DGS LLP or the Custodian ceases to trade or operate their respective business; or

(vi) where either party to the relevant Custody Agreement has been convicted (in any jurisdiction) of an offence involving fraud, money laundering or the financing of terrorism; or

(vii) where a party has committed a material breach of the relevant Custody Agreement. Such material breach is defined in the relevant Custody Agreement.

If arrangements have not been made for the redelivery of the gold held in the Gold Accounts within six months of the termination date specified in the termination notice, the Custodian will be entitled to sell such gold and account to DGS LLP for the proceeds. Termination shall not affect rights and obligations then outstanding under the Custody Agreements which shall continue to be governed by the Custody Agreements until all obligations have been fully performed.

11. Governing Law and Arbitration

Each Custody Agreement and all non-contractual obligations arising from or connected with them is governed by and will be construed in accordance with English law. The parties to the Custody Agreement have agreed to settle any disputes or claims which may arise out of or in connection with any Custody Agreement by arbitration under the rules of the London Court of International Arbitration.

Services Agreement

The Services Agreement between DGS LLP and Dubai Gold Investments sets out terms on which Dubai Gold Investments undertakes to provide services to DGS LLP in connection with the Dubai Gold Securities. The following is a summary of that document:

1. Services

Dubai Gold Investments undertakes to be responsible for supplying, at its own expense, the following services required by DGS LLP:

(a) Performing the obligations it is appointed to undertake as set out in the LLP Agreement;

(b) any obligations under the Custody Agreements in relation to instructions (including (but not limited to) signing Creation Orders and Redemption Notices on behalf of DGS LLP) relating to the creation or redemption of the Dubai Gold Securities;

(c) any advisory or consultancy services required by DGS LLP in connection with the issuance, creation, marketing and redemption of the Dubai Gold Securities, including Shariah supervision;

(d) liability insurance and other insurances required by any law or regulation

(e) the Corporate Services; and

(f) administering payments on behalf of DGS LLP to the Custodian and any Marketing Agent in accordance with Clause 16 (Service Fee) and Schedule 1 (The Corporate Services) to the Services Agreement;

together with such other services as the parties may from time to time agree.

2. Delegation

Dubai Gold Investments may with the prior written consent of DGS LLP (which shall not be unreasonably withheld or delayed), appoint any person as its delegate to carry out some but not all/all or part of the Services in accordance with the provisions set out in the Services Agreement.

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3. Termination

Dubai Gold Investments may not be terminated from its duties under the Services Agreement and the LLP Agreement by any party unless either one of the following events occurs: (a) any of the parties to the Services Agreement becomes insolvent or bankrupt or files a voluntary petition, or is subject to an involuntary petition, in bankruptcy or attempts to or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver (a "Winding Up Event"); or (b) any other party wilfully and materially breaches its obligations under the Services Agreement and such breach has not been cured to the reasonable satisfaction of the non-breaching party prior to the expiration of 90 days after notice by the non-breaching party to the breaching party of such breach (a "Material Breach"). In the event of a Winding Up Event or Material Breach, if the appointment of Dubai Gold Investments is terminated, notice of such an event shall be duly given by Dubai Gold Investments to the Securities Holders in accordance with the LLP Agreement and by making a public notification on CAP.

4. Service Fee

(a) In consideration for the services to be provided by Dubai Gold Investments, DGS LLP shall pay to Dubai Gold Investments a monthly Service Fee in an amount equal to the Gold Sales Charge plus any Creation Fees and Redemption Fees received by DGS LLP less DGS LLP's own expenses in administering the ongoing issuance, creation and redemption of the Dubai Gold Securities and any applicable fees relating to maintaining a physical presence in the DIFC in accordance with the applicable Laws and Regulations.

(b) The Service Fee will be paid by DGS LLP to Dubai Gold Investments in Gold at the end of each month during the term of the Service Agreement, provided that the Custodian agrees to transfer Gold in an amount of the Gold Sales Charge for such month in accordance with the provisions of the Custody Agreements.

(c) On receipt of the Service Fee, all monies received by Dubai Gold Investments under the Services Agreement, shall be applied as follows:

FIRST in payment or satisfaction of all amounts due and unpaid under Schedule 2 (Service Fee Payment Flows) to this Agreement in respect of payment to the Custodian and any Marketing Agent.

SECONDLY in payment of the balance (if any) to Dubai Gold Investments in respect of the Services it provides under this Agreement.

(d) In the event of failure by DGS LLP to pay Dubai Gold Investments the Service Fee, Dubai Gold Investments shall not be liable for the sums due to the Custodian and Marketing Agent.

5. Governing Law and Jurisdiction

The Services Agreement and all non-contractual obligations arising from or connected with them is governed by and will be construed in accordance with DIFC law and the parties to the Services Agreement agree that the DIFC courts are to have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with the Services Agreement.

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PART 6 FORM OF CERTIFICATE FOR THE DUBAI GOLD SECURITIES

No. Nominal Amount of Dubai Gold Securities US$0.00001

DUBAI GOLD SECURITIES LLP

(Incorporated as a limited liability partnership in the Dubai International Financial Centre)

ISSUE OF

DUBAI GOLD SECURITIES

Issued pursuant to Resolutions of the directors of DGS LLP passed on 28 January 2009.

THIS IS TO CERTIFY that [•] of [•] is/are the registered holder(s) of [number] of the above-mentioned Dubai Gold Securities of US$0.00001 each which are constituted by a LLP Agreement dated 12 January 2009 (the "LLP Agreement") (made between DGS LLP the Dubai Multi Commodities Centre Authority ("DMCCA") and Dubai Commodity Asset Management DMCC ("DCAM")) and such Dubai Gold Securities are issued with the benefit of and subject to the provisions contained in the LLP Agreement and the Conditions endorsed hereto. Each certificate for Dubai Gold Securities entitles an Approved Applicant to delivery in gold of an amount equal to the Per Security Entitlement to Gold on the applicable Redemption Date. If Dubai Gold Securities are to be redeemed using the Gold Sale Method as prescribed in the Conditions, DGS LLP shall redeem such Dubai Gold Securities by payment in cash of an amount equal to the value of the Per Security Entitlement to Gold (each as defined in the LLP Agreement). For this purpose, "value" of the Per Security Entitlement to Gold shall be determined as an amount equal to the gross proceeds of sale actually realised by DGS LLP from selling gold equal to the Per Security Entitlement to Gold on the Redemption Date in accordance with the terms of the Gold Sale Method (as defined in the LLP Agreement).

GIVEN under the Common Seal of Dubai Gold Securities LLP this [•] day of [•], 2009

NOTES:

(a) The Dubai Gold Securities are transferable in integral multiples of US$0.00001 nominal.

(b) No transfer of any part of the Dubai Gold Securities represented by this Certificate will be registered unless it be accompanied by this Certificate or unless it is in Uncertificated form.

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THE CONDITIONS

In addition to the provisions of the LLP Agreement, the Dubai Gold Securities are subject to the following terms and conditions:

1. NO INTEREST OR FINAL MATURITY DATE

The Dubai Gold Securities do not bear interest and have no final maturity date.

2. REDEMPTION OF DUBAI GOLD SECURITIES

2.1 Application of the Gold Delivery Method

The Gold Delivery Method in respect of the redemption of any Dubai Gold Securities will apply in all cases, except unless otherwise prescribed in the Conditions.

2.2 Redemption under the Gold Delivery Method

(a) An Approved Applicant may at any time redeem all or part of its holding of Dubai Gold Securities by delivering a completed Redemption Notice to DGS LLP in the form prescribed by DGS LLP and in accordance with this Condition 2.2.

(b) A Redemption Notice:

(i) must contain the number of Dubai Gold Securities the Approved Applicant wishes to redeem;

(ii) must contain an instruction to transfer gold in an amount equal to the Combined Entitlement to Gold of such Dubai Gold Securities on the Redemption Date from the Gold Accounts to the Approved Applicant's Unallocated Account held to which such gold shall be delivered;

(iii) must specify an intended Redemption Date in respect of the Dubai Gold Securities specified in the Redemption Notice, being no earlier than the second Business Day after the date of delivery of the Redemption Notice;

(iv) must be lodged by the relevant Approved Applicant with DGS LLP and NASDAQ Dubai CSD before 3:00 p.m. (Dubai time) on the date which is at least 2 Business Days before the intended Redemption Date;

(v) must be accompanied by the Redemption Fee if applicable as referred to in Condition 3 (Redemption Fees and Sale Costs); and

(vi) is irrevocable once it has been transmitted to NASDAQ Dubai CSD.

(c) Redemption Notices lodged with DGS LLP after 3:00 p.m. (Dubai time) on a Business Day or lodged with DGS LLP on a day which is not a Business Day will be deemed to be lodged on the following Business Day.

(d) Upon receipt by DGS LLP of a valid Redemption Notice from an Approved Applicant in relation to any Dubai Gold Securities, DGS LLP shall do all things necessary to give effect to the Redemption Instructions as required by this Condition 2.

(e) Until the time, if ever, of receipt by DGS LLP of a valid Redemption Notice specifying the Gold Sale Method (made in accordance with Condition 2.5), the Redemption Method applicable to all Dubai Gold Securities shall be the Gold Delivery Method.

(f) From the relevant Redemption Date, all title to and risks in such gold passes to the holder of such Dubai Gold Securities. Neither Dubai Gold Investments nor DGS LLP shall be responsible or liable for any failure by the Custodian to effect a delivery of gold in accordance with instructions of DGS LLP. However, in the event of such failure, DGS LLP shall to the extent practicable assign to the redeeming Securities Holder its claims in relation to such gold in satisfaction of all claims of such Securities Holder in respect

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of the Dubai Gold Securities to be redeemed and the Securities Holder shall have no further claims against DGS LLP or the Property.

(g) The Redemption Obligations will be satisfied by transferring such gold in accordance with the Redemption Notice of the holder of such Dubai Gold Securities.

(h) Where an Approved Applicant delivers a Redemption Notice but fails to issue instructions to NASDAQ Dubai CSD to cancel its Dubai Gold Securities (as prescribed in the Redemption Notice) on the relevant Redemption Date, DGS LLP (or Dubai Gold Investment on the behalf of DGS LLP) shall have the right to cancel such Redemption Instructions. In such instances, if an Approved Applicant wishes to recommence its Redemption Instructions, an Approved Applicant must submit a new Redemption Notice.

2.3 Compulsory Redemption by DGS LLP

(a) DGS LLP may in its absolute discretion decide to redeem all (but not some only) of the Dubai Gold Securities in accordance with this Condition 2.3 and will be entitled to determine the Redemption Date for that purpose which shall be a date not less than 30 days following DGS LLP giving notice of its intention to require such redemption to each Securities Holder. DGS LLP may determine in its discretion whether Dubai Gold Securities so redeemed shall be redeemed in gold or in cash or both, and whether the Gold Delivery Method or the Gold Sale Method (or both) shall apply.

(b) A notice of redemption given pursuant to Condition 2.3 (a) shall specify the manner in which delivery and/or payment instructions may be given by Securities Holders.

2.4 In the event of Defaulted Obligation or Insolvency Event

In the event of a Defaulted Obligation or Insolvency Event, the Securities Holders may exercise their powers to seek an Extraordinary Resolution electing to apply the Gold Sale Method. If such Dubai Gold Securities are to be redeemed using the Gold Sale Method, DGS LLP shall redeem such Dubai Gold Securities by payment in cash of an amount equal to the value of the Per Security Entitlement to Gold. For this purpose the "value" of the Per Security Entitlement to Gold shall be determined as an amount equal to the gross proceeds of sale actually realised by DGS LLP from selling gold equal to the Per Security Entitlement to Gold on the Redemption Date in accordance with the terms of the Gold Sale Method.

2.5 Redemption under the Gold Sale Method

(a) If the Gold Sale Method is applicable to any redemption of Dubai Gold Securities and in order to determine the value of the Combined Entitlement to Gold of any such Dubai Gold Securities being redeemed:

(i) DGS LLP will endeavour to sell gold in an amount equal to the Combined Entitlement to Gold of such Dubai Gold Securities to an Approved Counterparty, (the "First Approved Counterparty") at the London AM Fix (or, failing that, at such price as the First Approved Counterparty may offer for spot trades of gold) pursuant to the relevant Counterparty Agreement, such Counterparty Agreement to be concluded by 12:00 midday (London time) two Business Days prior to the Redemption Date; and

(ii) In the event that the Approved Counterparty agrees to purchase such gold, DGS LLP will instruct the Custodian to withdraw from the Gold Accounts such gold and to transfer the same to the Approved Counterparty in settlement of such sale on to the Redemption Date.

(b) If DGS LLP has been unable to conclude an agreement for the sale of gold to the First Approved Counterparty one Business Day prior to the Redemption Date to effect such redemption DGS LLP will so advise the redeeming Securities Holders by the Redemption Date and give the Securities Holders the opportunity to receive such redemption in gold. If a Securities Holder elects to receive such redemption in gold, it shall notify DGS LLP in accordance with Condition 4 (Notices), in which case the Redemption Date shall be deemed to be the date falling two Business Days after receipt

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by DGS LLP of such notice. If a Securities Holder fails to elect a redemption in gold or to withdraw its Redemption Notice within 14 days of being so advised by DGS LLP (the "Final Notice Date"), DGS LLP will exercise its option to sell such gold to an Approved Counterparty of its own choice and the Redemption Date in respect of the Dubai Gold Securities shall be deemed to be the date falling two Business Days after the Final Notice Date.

(c) The Approved Counterparty will be instructed to remit the gross proceeds of sale realised from the sale of gold (less any Sale Costs which may be set-off in accordance with Condition 3.4) to any account of the relevant Securities Holders notified to DGS LLP, in accordance with its Redemption Instructions.

(d) If the Gold Sale Method applies:

(i) where Gold is to be sold to an Approved Counterparty, DGS LLP will instruct the Custodian to deliver such gold from the Gold Accounts to the Approved Counterparty against payment of the gross proceeds of sale realised from the sale of Gold (less any Sale Costs which may be set-off in accordance with Condition 3.4) as specified in the Counterparty Agreement, to the account of the relevant Securities Holders specified in the Redemption Notice; and

(ii) in the event that the Approved Counterparty fails to settle the trade for the sale of such Gold according to the terms of the transaction under the Counterparty Agreement, the liability of DGS LLP to redeem such Dubai Gold Securities for cash shall be reduced by the amount of the deficiency in the payment received from the Approved Counterparty, provided however, that DGS LLP will ensure that the amount paid into the account of the relevant Securities Holders, as the case may be, shall be not less than US$0.01; provided further that in such circumstances, DGS LLP (with the consent of its Members) may assign its rights under such transaction to the relevant Securities Holders, at which time the Dubai Gold Securities being redeemed shall be cancelled.

(e) The holder of such Dubai Gold Securities acknowledges and agrees that:

(i) such Gold will be sold on a best efforts basis to an Approved Counterparty;

(ii) the holder of such Dubai Gold Securities agrees to accept the price actually obtained for the sale of Gold in relation to such Dubai Gold Securities, to the extent paid by the Approved Counterparty;

(iii) DGS LLP makes no representations or warranties as to the price at which Gold will be sold or the amount of the gross proceeds of sale realised from the sale of Gold; and

(iv) neither DGS LLP nor Dubai Gold Investments shall be liable for any failure by an Approved Counterparty to perform its obligations in respect of any sale of Gold pursuant to any transaction under a Counterparty Agreement.

3. REDEMPTION FEE AND SALE COSTS

3.1 At the time of issuing Dubai Gold Securities, DGS LLP shall not charge Creation Fees, Redemption Fees and Sale Costs. However, DGS LLP reserves the right to levy such fees, from time to time, as and when required by providing notice to the Securities Holders by giving not less than 3 months' notice by publication through CAP.

3.2 It is a condition to the performance by DGS LLP of the Redemption Obligations in respect of the redemption of any Dubai Gold Securities, that the Securities Holders of such Dubai Gold Securities pays to DGS LLP any applicable Redemption Fee.

3.3 In relation to the application of the Gold Sales Method, it is a condition to the performance of DGS LLP in respect of the redemption of the Dubai Gold Securities, that the Securities Holders of such Dubai Gold Securities pays to DGS LLP the Sale Costs of such redemption.

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3.4 DGS LLP may set off any amount payable to DGS LLP in accordance with Condition 3.3 by the Securities Holders in respect of any Sale Costs against the amount payable in accordance with Condition 3.2 by DGS LLP to such Securities Holders.

4. NOTICES

4.1 All notices required or permitted to be given to a Securities Holder under the LLP Agreement or pursuant to any other Document shall be made by publication through the CAP.

4.2 All notices required or permitted to be given by Securities Holders to DGS LLP, NASDAQ Dubai CSD or the Custodian under this Agreement or pursuant to any other Document must be in writing. Such notices must be sent to DGS LLP by electronic mail to admin@dubaigoldinvestments.ae (for DGS LLP) and Tony.J.Dean@hsbcgroup.com, Martyn.Denison@hsbcgroup.com, Alison.R.Smith@hsbcgroup.com (for the Custodian) or facsimile to +971 4 375 1895 (for DGS LLP) and +44 207 992 4489 (for the Custodian) (or both) and shall be treated as being duly given upon being actually received by DGS LLP or the Custodian, as the case may be NASDAQ Dubai CSD by electronic mail to csdregistry@nasdaqdubai.com or by facsimile to +971 4 361 2301.

5. MINIMUM CREATION AND REDEMPTION SIZE

Dubai Gold Securities may be created or redeemed in baskets of 5,000 Dubai Gold Securities ("Basket"). A minimum of 10 Baskets (i.e. 50,000 Dubai Gold Securities) must be created or redeemed at any time. DGS LLP may waive such limits under its discretion.

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PART 7 GENERAL INFORMATION

1. Responsibility

The Directors of DGS LLP, together with DGS LLP, accept responsibility for the information contained in this Offering Document. To the best of their knowledge and belief of the Directors and DGS LLP (who have taken all reasonable care to ensure this is the case) the information contained in this Offering Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Incorporation and capital contribution

(a) DGS LLP was incorporated as a limited liability partnership in the DIFC, Dubai, on 12 January 2009 under the DIFC Law No.5 of 2004 (Limited Liability Partnership Law and the Limited Liability Partnership Regulations). DGS LLP is registered in the DIFC under number 0780 with a registered office address at Jumeirah Lakes Towers, Almas Tower, Level 50, Sheikh Zayed Road, P.O. Box 48800, Dubai, United Arab Emirates.

(b) Each Member shall contribute a nominal amount of 1 US dollar to the Members' Capital Account.

3. Material contracts

Part 5 (Description of the Documents) contains a description of the contracts (not being contracts entered into in the ordinary course of business) which are material.

4. ISIN of the Dubai Gold Securities

The ISIN of the Dubai Gold Securities is AE000A0V1RL1.

5. DIFC Taxation

Pursuant to Dubai Law No. 9 of 2004, there is a zero rate of tax on DIFC establishments and their employees until 2054.

6. Other information

DGS LLP has entered into the Marketing Agent Agreement with Dubai Commodity Asset Management DMCC ("DCAM"), pursuant to which DCAM has agreed to act as marketing agent for the Dubai Gold Securities. DCAM will distribute and market Dubai Gold Securities in the UAE. DCAM is licensed and regulated as an investment company by the Central Bank of the UAE. DCAM may appoint any person as its Appointed Representative to carry out all or part of DCAM's duties under the Marketing Agent Agreement on condition that any such appointment is made in accordance with its licence from the Central Bank of the United Arab Emirates.

7. Sources

The figures for consumer demand for gold in the Middle East and the UAE in the Summary to this Offering Document are derived from Gold Demand Trends (February 2008), a publication of the WGC.

The table under the heading "World Gold Supply and Demand (1998-2007)" in Part 2 (Gold Market Overview), setting out estimated breakdowns of above-ground gold stocks as at the end of 1997 and 2007 respectively, has been created using information sourced from GFMS's Gold Survey 2008 and from direct communication with GFMS.

The tables under the heading "World Gold Supply and Demand (1998-2007)" in Part 2 (Gold Market Overview), showing the main sources of demand and supply of gold for the ten year period ended 31 December 2007, has been sourced from GFMS's Gold Survey 2008.

The statement under the heading "The London Bullion Market: London Good Delivery" in Part 2 (Gold Market Overview) that a gold bar must have a minimum fineness of 99.5 per cent and a

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weight of approximately 400 ounces or 12.5 kilograms (although bars are permitted to be between 350 and 430 ounces), is derived from the LBMA's "Good Delivery Rules".

The information referred to above has been accurately reproduced and, so far as DGS LLP is aware and is able to ascertain from information published by the referenced third party source, no facts have been omitted which would render the reproduced information inaccurate or misleading.

8. General

(a) DGS LLP's auditor is Ernst & Young LLP of Al Attar Business Tower, 28th floor, Sheikh Zayed Road, P.O. Box 9267, Dubai, UAE, who were appointed on 16 February 2009 pursuant to the Audit Agreement.

(b) DGS LLP is a limited liability partnership and was incorporated in the DIFC on 12 January 2009. DGS LLP is not and has not been involved in any governmental, legal or arbitration proceedings which may have or have had during the 12 months preceding the date of this Offering Document a significant effect on DGS LLP's financial position or profitability nor, so far as DGS LLP is aware, are any such proceedings pending or threatened by or against DGS LLP.

The DMCCA and WGC respectively are not and have not been involved in any governmental, legal or arbitration proceedings which may have or have had during the 12 months preceding the date of this Offering Document a significant effect on the DMCCA or WGC 's financial position or profitability nor, so far as they are aware, are any such proceedings pending or threatened by or against either the DMCCA or WGC.

(c) All Dubai Gold Securities issued at the date of this Offering Document have been admitted to the Official List of Securities of NASDAQ Dubai and admitted to trading on NASDAQ Dubai. Applications have been made to NASDAQ Dubai for the Dubai Gold Securities issued and to be issued on a continuing basis from the date of this Offering Document to be admitted to the Official List of Securities of NASDAQ Dubai and for such securities to be admitted to trading on NASDAQ Dubai.

(d) DGS LLP intends to publish annual financial statements and Pricing Supplements as required by Listing Rules and to publish the current Gold Sales Charge Rate and Per Security Entitlement to Gold on its website as described under the heading "Gold Sales Charge and Per Security Entitlement to Gold" in Part 1 (Information on DGS LLP, Dubai Gold Investments and Dubai Gold Securities). Save as aforesaid DGS LLP does not intend to provide post-issuance information.

(e) Current and historical gold pricing information, including daily prices, can be obtained from the LBMA website at http://www.lbma.org.uk/statistics_current.htm.

9. Availability of the Offering Document

Copies of this Offering Document are available free of charge from DGS LLP on its website at www.dubaigoldsecurities.com and will be published on NASDAQ Dubai.

Copies of this Offering Document, the Application Form and the LLP Agreement are available free of charge on NASDAQ Dubai's website, which is located at www.nasdaqdubai.com.

10. Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays and public holidays excepted) at the registered office of DGS LLP:

(a) The Offering Document;

(b) the LLP Agreement;

(c) the most up-to-date audited accounts of DGS LLP;

(d) the Services Agreement; and

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(e) the Custody Agreements.

(f) the fatwa of the Shariah Supervisory Board.

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PART 8 SELLING RESTRICTIONS

Bahrain

This Offering Document has not been reviewed by the Central Bank of Bahrain ("CBB") and the CBB takes no responsibility for the accuracy of the statements or the information contained in this Offering Document nor shall the CBB have any liability to any person for damage or loss resulting from reliance on any statement or information contained herein.

Dubai International Financial Centre

This Offering Document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This Offering Document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this Offering Document nor taken steps to verify the information set out in it, and has no responsibility for it. The Dubai Gold Securities to which this Offering Document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Dubai Gold Securities offered should conduct their own due diligence on the Dubai Gold Securities. If you do not understand the contents of this Offering Document you should consult an authorised financial adviser.

Kingdom of Saudi Arabia

This Offering Document may not be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. It should not be distributed to, or relied upon by, any other person. The Capital Market Authority does not make any representation as to the accuracy or completeness of this Offering Document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Offering Document. Prospective purchasers of the Dubai Gold Securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the Dubai Gold Securities. If you do not understand the contents of this Offering Document you should consult an authorised financial adviser.

Kuwait

The Ministry of Commerce and Industry or the Central Bank of Kuwait or any other relevant Kuwaiti government agency has not licensed the Dubai Gold Securities for offering in Kuwait. The offering of the Dubai Gold Securities in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990, as amended, and Ministerial Order No. 113 of 1992, as amended.

Oman

For Residents in the Sultanate of Oman. The information contained in this Offering Document neither constitutes a public offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Sultani Decree 4/74) or the Capital Market Law of Oman (Sultani Decree 80/98) nor does it constitute an offer to sell, or the solicitation of any offer to buy Non-Omani securities in the Sultanate of Oman as contemplated by Article 6 of the Executive Regulations to the Capital Market Law (issued vide Ministerial Decision No. 4/2001). Additionally, this Offering Document is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the Sultanate of Oman.

Qatar

The Dubai Gold Securities described in this Offering Document have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This Offering Document has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This Offering Document is intended for the original recipient only and must not be provided to any other

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person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

United Arab Emirates

The United Arab Emirates ("UAE") Central Bank (the "Central Bank") has no responsibility for reviewing or verifying any documents in connection with the Dubai Gold Securities. The Central Bank has not approved this Offering Document nor taken steps to verify the information set out in it, and has no responsibility for it. The Central Bank does not make any representation as to the accuracy or completeness of this Offering Document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Offering Document. Prospective purchasers of the Dubai Gold Securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the Dubai Gold Securities. If you do not understand the contents of this Offering Document you should consult an authorised financial adviser.

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DEFINITIONS

The following definitions apply throughout this Offering Document, unless the context requires otherwise:

"AAOIFI" means the Accounting and Auditing Organization for Islamic Financial Institutions.

"AED" Means the UAE dirham, the lawful currency of the United Arab Emirates.

"Allocated Account" means the allocated gold account, established in the name of DGS LLP with the Custodian pursuant to the Allocated Account Agreement.

"Allocated Account Agreement"

means the Allocated Account Agreement dated 16 February 2009 between DGS LLP, DGI and the Custodian pursuant to which the Allocated Account is established and operated.

"Applicant" or "Approved Applicant"

means a person who is an account holder on NASDAQ Dubai CSD and holds an Approved Applicant's Unallocated Account with the Custodian and satisfies the terms of application as set out in the Offering Document, LLP Agreement and Participant Agreement.

"Application" means an offer by a person to DGS LLP to subscribe for Dubai Gold Securities, being an offer on terms referred to in an Application Form and this Offering Document.

"Appointed Representative" means a representative duly appointed by DCAM as a Marketing Agent.

"Appointed Representative Agreement"

means an agreement entered into by DCAM and an Appointed Representative in compliance with the terms of the Marketing Agent Agreement.

"Application Form" means a Participant Agreement or any other form of document used by an Applicant to subscribe for Dubai Gold Securities.

"Approved Applicant's Custodian"

means the Custodian.

"Approved Applicant's Unallocated Account"

means an account held in the Approved Applicant's name in relation to Gold, which shall be maintained, on an unallocated basis with the Custodian.

"Approved Counterparty" means a dealer approved by DGS LLP for the purpose of effecting sales of gold and/or exchanges of currencies on redemption of Dubai Gold Securities using the Gold Sale Method.

"Auditor" means the auditor for the time being of DGS LLP or, in the event of their being unable or unwilling promptly to carry out any action requested of them pursuant to the provisions of these presents, such other firm of accountants as may be nominated or approved by DGS LLP.

"Audit Agreement" means the audit agreement between DGS LLP and its Auditor dated 16 February 2009.

"Authorised Signatory" means, in relation to any person, an individual who is duly empowered to bind such person and whose authority is evidenced by a resolution of the board of directors (or any other appropriate means of authorisation) of such person.

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"Basket" means 5,000 Dubai Gold Securities in aggregation.

"Business Day" means any day (between 09:00 am and 5:00 pm, Dubai time) other than (i) a day on which NASDAQ Dubai Ltd. ("NASDAQ Dubai") is closed for regular trading or (ii), if the transaction involves the receipt or delivery of Gold or confirmation thereof in the United Kingdom or in some other jurisdiction, (a) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorised by law to close or a day on which the London gold market is closed or (b) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorised to be open for less than a full business day or the London gold market is open for trading for less than a full business day and transaction procedures required to be executed or completed before the close of the business day may not be so executed or completed.

Creation Orders will be accepted between 09:00 am and 4:45 pm and Redemption Notices will be accepted between 09:00 am and 3:00 pm on "Business Days".

"Bullion" means gold in physical form complying with the LBMA Rules held by the Custodian under the Custody Agreements and/or any credit balance in the Unallocated Account as the context requires.

"CAP" means the official news service of NASDAQ Dubai, through which information is publicly disseminated.

"Certificated" or "Certificated Form"

means not in Uncertificated Form.

"Combined Entitlement to Gold"

means (i) in respect of any Dubai Gold Securities, the total of the Per Security Entitlement to Gold of such Dubai Gold Securities, and (ii) in respect of redemption of any Dubai Gold Securities means the total amount of gold to be delivered in relation to any Dubai Gold Securities which are being redeemed (pursuant to a Redemption Notice or otherwise), being the Per Security Entitlement to Gold on the Redemption Date in respect of such redemption multiplied by the number of Dubai Gold Securities to be redeemed on such date.

"Conditions" means the terms and conditions of the Dubai Gold Securities in the form set out in Part 6 (Form of Certificate for the Dubai Gold Securities) to this Offering Document.

"Corporate Services" means the duties and services to be performed by Dubai Gold Investments as set out in Schedule 1 of the Services Agreement.

"Counterparty Agreement" means any agreement entered into by DGS LLP with an Approved Counterparty in compliance with the terms of the LLP Agreement, pursuant to which any sale(s) of gold from the Gold Accounts and/or exchange of currencies may be effected for the purpose of redeeming Dubai Gold Securities in cash.

"Creation Fee" means any applicable fee payable by an Applicant to DGS LLP on the creation of Dubai Gold Securities, which may be amended from time to time.

"Creation Order" means an order to create Dubai Gold Securities from an Approved Applicant to DGS LLP made in accordance with the Procedures in the relevant Participant Agreement.

"Custodian" means HSBC Bank USA, National Association, London Branch, a corporation organised under the laws of New York and an indirectly wholly-owned subsidiary of HSBC, acting through its London branch

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at 8 Canada Square, London E14 5HQ, United Kingdom or such other person (being an LBMA clearing bank member) who provides custody and transfer facilities from time to time pursuant to the Custody Agreements.

"Custody Agreements" means the Allocated Account Agreement and the Unallocated Account Agreement.

"DCAM" means Dubai Commodity Asset Management DMCC, a limited liability company incorporated in the DMCC free zone in the UAE and in accordance with the DMCC Company Regulations whose registered office is at Jumeirah Lakes Towers, Almas Tower, Level 9, Sheikh Zayed Road, P.O. Box 48800, Dubai, United Arab Emirates.

"DDE" means the Dubai Diamond Exchange.

"Defaulted Obligation" means the failure of DGS LLP to make or procure any payment of cash or delivery of gold in respect of the redemption of any Dubai Gold Securities when due.

"DFSA" means the Dubai Financial Services Authority.

"DFSA Rulebook" means the DFSA Handbook of Rules and Guidance.

"DGCX" means the Dubai Gold & Commodities Exchange.

"DGS LLP" means DGS LLP, a limited liability partnership incorporated and registered in DIFC with a registered office address Jumeirah Lakes Towers, Almas Tower, Level 50, Sheikh Zayed Road, P.O. Box 48800, Dubai, United Arab Emirates.

"DIFC" means the Dubai International Financial Centre.

"DIFC and NASDAQ Dubai Regulations"

means the DIFC Dematerialised Investments Regulations and NASDAQ Dubai Business Rules.

"Directors" means the directors of DGS LLP, being at the date of this Offering Document the persons whose names are listed as such in "Directors, Secretary and Advisers" below.

"DMCC" means the Dubai Multi Commodities Centre, a free zone located in the Emirate of Dubai, United Arab Emirates pursuant to Dubai Law No.4 of 2001.

"DMCCA" means the Dubai Multi Commodities Centre Authority, the authority of the DMCC free zone in the UAE, which was established pursuant to Dubai Law No.4 of 2001.

"Document(s)" means this Offering Document, the LLP Agreement, the Custody Agreements, the Services Agreement, any Counterparty Agreement, the Registrar Agreement and any Participant Agreement.

"Dubai Gold Investments" means Dubai Gold Investments DMCC, a limited liability company incorporated in the DMCC free zone in the UAE and in accordance with the DMCC Company Regulations whose registered office is at Jumeirah Lakes Towers, Almas Tower, Level 9, Sheikh Zayed Road, P.O. Box 48800, Dubai, United Arab Emirates.

"Dubai Law" means Dubai Law No.9 of 2004.

"Dubai Gold Securities" means the Dubai Gold Securities of DGS LLP constituted under the LLP Agreement.

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"Exempt Offer" means an offer of securities prescribed under article 14(2) of the Markets Law, DIFC Law No. 12 of 2004 and further prescribed under the Offered Securities Rules made by the Dubai Financial Services Authority

"Extraordinary Resolution" means the same as in paragraph 21 of Schedule 3 (Provisions for Meetings of Securities Holders) of the LLP Agreement.

"FSA" means Financial Services Authority of the United Kingdom.

"FSMA" means Financial Services and Market Act 2000.

"GDP" means Gross Domestic Product.

"GFMS" means GFMS Limited, the precious metals consultancy, specialising in research into the global gold, silver, platinum and palladium markets.

"Gold" means all gold (whether in allocated or unallocated form) comprised within the Property, being the gold in the Gold Accounts.

"Gold Accounts" means the Allocated Account and the Unallocated Account.

"Gold Bullion Investment Trust"

means a trust established pursuant to the laws of Jersey and having its registered office at Elizabeth House, 9 Castle Street, St Helier, Jersey, JE2 3RT, Channel Islands.

"Gold Delivery Method" means the method used by DGS LLP to discharge Redemption Obligations by way of delivery of gold on redemption of a Dubai Gold Securities, as set out in the Conditions.

"Gold Sale Method" means the method used by DGS LLP to discharge Redemption Obligations, by way of sale of gold and payment of the proceeds, on redemption of Dubai Gold Securities, as set out in the Conditions.

"Gold Sales Charge" means the amount of gold which may be debited from the Gold Accounts at the end of each month and paid to DGS LLP, which shall be calculated as the Gold Sales Charge Rate times the Combined Entitlement to Gold of all outstanding Dubai Gold Securities on each day during that month.

"Gold Sales Charge Rate" means 0.40 per cent per annum, which rate may be varied by DGS LLP at any time, but only after giving three months' prior written notice to all Securities Holders (to be released through the CAP).

"Good Delivery" means the refining standard and weights set by the LBMA for gold bars as set out in "The Good Delivery Rules for Gold and Silver Bars" published by the LBMA.

"Holdings Company" means, in relation to any company, a person who:

(a) holds a majority of the voting rights in that company; or

(b) is a member of that company and has the right to appoint or remove a majority of its board of directors; or

(c) has the right to exercise a dominant influence over such company

(i) by virtue of the provisions contained in that company's memorandum or articles of association, or

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(ii) by virtue of a control contract, or

(d) is a member of the company and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the company.

"HSBC" means HSBC Holdings plc.

"HSBC Group" means HSBC and its subsidiaries.

"HSBCnet" means the HSBC E-Channel accessed via the portal at www.hsbcnet.com or such other access point or means as HSBC may notify from time to time.

"Insolvency Event" means any proceedings being commenced or order being made by any competent court for, or any resolution being passed by DGS LLP to apply for, a winding-up or dissolution of DGS LLP (other than an amalgamation, merger, consolidation, reorganisation or other similar arrangement on terms previously approved or proceedings for winding-up or dissolution which are being contested in good faith and are discharged within 20 Business Days), or other steps being taken for the appointment of an administrator in relation to DGS LLP, or any appointment being made of a receiver, administrative receiver, administrator or similar official in relation to DGS LLP or its assets or any distress or execution being levied or enforced upon or sued out against, or any encumbrancer taking possession of, the assets of DGS LLP and any other analogous or similar proceedings or events occurring in any jurisdiction, or DGS LLP ceasing or threatening to cease to carry on its business or being, or being deemed to be, unable to pay its debts as they become due.

"ISIN" means the International Securities Identifying Number.

"KSA" means the Kingdom of Saudi Arabia.

"Laws and Regulations" means the applicable laws and regulations of the DIFC including (but not limited to) DIFC Law No.5 of 2004 (Limited Liability Partnership Law) and the Limited Liability Partnership Regulations.

"LBMA" means The London Bullion Market Association or its successors.

"Listing" means the listing and admission to trading of the Dubai Gold Securities on NASDAQ Dubai.

"Listing Rules" means the Listing Rules of NASDAQ Dubai listing authority as amended from time to time.

"LLP Agreement" means the Dubai Gold Securities Limited Liability Partnership Agreement between DGS LLP and its Members, DMCCA and DCAM.

"London AM Fix" means the morning session of the twice daily fix of the price of an ounce of gold which starts at 10.30 a.m. (London time) and is performed in London by the five members of the London gold fix.

"London Bullion Market" means the world's largest wholesale market trading gold and silver. Members typically trade with each other and their clients on a principal-to-principal basis so that all risks, including those of credit, are between the two parties to the transaction.

"London Business Day" means any day (excluding weekends, public holidays and any day on which the gold market in London closes prior to 4.00 p.m. (London time) on which the commercial banks generally and the London gold

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market are open for business in London.

"London Good Delivery" means the specifications for Good Delivery Bars as set out in the LBMA Good Delivery Rules for Gold and Silver Bars.

"London PM Fix" means the afternoon session of the twice daily fix of the price of an ounce of gold at 3.00 p.m. (London time) and is performed in London by the five members of the London gold fix.

"Marketing Agent" means DCAM, and subject to the terms of any relevant Appointed Representative Agreement, any relevant Appointed Representative.

"Marketing Agent Agreement"

means the Marketing Agent Agreement dated 16 February 2009 between DGS LLP, Dubai Gold Investments and DCAM pursuant to which DCAM has agreed to act as marketing agent for the Dubai Gold Securities in the UAE.

"Members" means the members of DGS LLP, DMCCA and DCAM.

"Members' Capital Account" means a capital account held in the Members' name.

"NASDAQ Dubai" means NASDAQ Dubai Ltd.

"NASDAQ Dubai Business Rules"

means the rules set out by NASDAQ Dubai from time to time.

"NASDAQ Dubai CSD" means NASDAQ Dubai Ltd., Central Securities Depositary.

"NASDAQ Dubai Guardian" means NASDAQ Dubai Guardian Limited.

"NIPS Code" means the Non-Investment Products Code for principals and broking firms in the wholesale markets, a voluntary code covering wholesale bullion, wholesale deposits and the foreign exchange market in the UK. The NIPS code is prepared by market practitioners co-ordinated by the Foreign Exchange Joint Standing Committee, the Sterling Money Markets Liaison Group and the Management Committee of the LBMA and is intended as guidance on what is currently believed to be good market practice.

"Offering" means the continuous offering for subscription of up to 1,000,000,000 Dubai Gold Securities, as described in this Offering Document.

"Offering Document" means this document.

"outstanding" means in relation to the Dubai Gold Securities, all the Dubai Gold Securities issued and in respect of which there is for the time being an entry in the Securities Holders Register other than:

(a) Dubai Gold Securities which have been redeemed and cancelled pursuant to the LLP Agreement; and

(b) Dubai Gold Securities which have been purchased and cancelled pursuant to the LLP Agreement;

PROVIDED THAT for each of the following purposes, namely:

(i) the right to attend and vote at any meeting of the Securities Holders or any of them;

(ii) the determination of how many and which Dubai Gold Securities are for the time being outstanding for the purposes of Clause 13.1.2 and 14 (Proceedings, Action and Indemnification) and paragraphs 1, 3, 4 and 7 or Schedule 3 (Provisions for Meetings of Securities Holders) of the LLP

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Agreement;

(iii) any discretion, power or authority (whether contained in the LLP Agreement, the Conditions or vested by operation of law) which Dubai Gold Investments is required, expressly or impliedly, to exercise in or by reference to the interests of the Securities Holders or any of them; and

(iv) the determination by Dubai Gold Investments LLP whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the Securities Holders or any of them.

Dubai Gold Securities (if any) which are for the time being held by, for the benefit of, or on behalf of, (A) DGS LLP, (B) any Holdings Company of DGS LLP, (C) any Subsidiary of DGS LLP, or (D) any person controlled by any such persons listed in (A) to (C) above shall (unless and until ceasing to be so held) be deemed not to remain outstanding and accordingly the holders of such Dubai Gold Securities shall be deemed not to be Securities Holders.

"OTC" means the global over-the-counter market for the trading of gold.

"Participant Agreement" means the agreement between an Approved Applicant and DGS LLP.

"Per Security Entitlement to Gold"

means one-tenth of a fine troy ounce of gold as at 2 March 2009 reducing daily as described in "Gold Sales Charge and Per Security Entitlement to Gold" in Part 1 (Information on DGS LLP, Dubai Gold Investments and Dubai Gold Securities).

"Pricing Supplement" means a pricing supplement in or substantially in the form annexed to this Offering Document.

"Procedures" means the procedures as set out in Schedule 5 (Dubai Gold Securities) to the relevant Participant Agreement.

"Property" means:

(a) all gold credited to the Gold Accounts;

(b) the rights of DGS LLP in respect of the Gold Accounts including all rights of DGS LLP in the Custody Agreements; and

(c) all rights of DGS LLP under any Counterparty Agreement and any transactions thereunder;

or any part thereof

"Qard Al-Hasan Agreement" means the agreement dated 18 February 2009 between DGS LLP and Dubai Gold Investments.

"Redemption Date" means (subject to adjustment) pursuant to Condition 2.5 (Redemption under the Gold Sale Method)):

(a) in relation to a redemption of Dubai Gold Securities at the request of a Securities Holder, the date which is later of:

(i) two Business Days after the date upon which a valid Redemption Notice is received by DGS LLP from such Securities Holder(s); and

(ii) the date on which the delivery of gold or payment of cash, as the case may be, is required to be made by

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DGS LLP in respect of the redemption of such Dubai Gold Securities, as specified in the relevant Redemption Notice by the relevant Securities Holder(s); and

(b) in relation to a compulsory redemption of Dubai Gold Securities as required by DGS LLP, the date on which the delivery of gold or payment of cash, as the case may be, is required to be made by DGS LLP in respect of such redemption as specified in its notice of redemption to Securities Holders; and

(c) in relation to a redemption of Dubai Gold Securities following the occurrence of an Insolvency Event, the date falling 20 Business Days following Dubai Gold Investments giving DGS LLP notice requiring such redemption.

"Redemption Fee" means any applicable fee payable by a Securities Holders on the redemption of Dubai Gold Securities pursuant to Condition 3 (Redemption Fee And Sale Costs) which may be amended from time to time.

"Redemption Instructions" means the instructions provided by a Securities Holder redeeming a Dubai Gold Securities to DGS LLP and NASDAQ Dubai CSD by delivering a Redemption Notice effecting the redemption of those Dubai Gold Securities in accordance with the applicable Redemption Method.

"Redemption Method" means, in relation to the redemption of a Dubai Gold Securities, either the Gold Delivery Method or the Gold Sale Method, as specified by the relevant Securities Holder(s) or DGS LLP (as the case may be) in the relevant Redemption Notice or otherwise notified to the Securities Holder(s) by DGS LLP.

"Redemption Notice" means a notice by a Securities Holder, Dubai Gold Investments or DGS LLP exercising its right to require the redemption of all or (in the case of a notice by a Securities Holder) any Dubai Gold Securities pursuant to the Conditions, which in the case of such notice by a Securities Holder shall contain its Redemption Instructions.

"Redemption Notice Date" means the date on which a Redemption Notice is provided.

"Redemption Obligations" means the obligation of DGS LLP on redemption of a Dubai Gold Securities to pay cash, if the Gold Sale Method applies, or to deliver gold, if the Gold Delivery Method applies, to the relevant Securities Holder(s) in accordance with the Conditions.

"Registered Address" means, in relation to a Securities Holder, whether or not there is one or more than one Securities Holders registered in respect of that Dubai Gold Securities, the last single address recorded in the Securities Holders Register in respect of that Dubai Gold Securities.

"Registrar" means NASDAQ Dubai or such other person as may be appointed by DGS LLP from time to time to maintain the Securities Holders Register and provide registrar services as stated in the Registrar Agreement.

"Registrar Agreement" means the Registrar Agreement dated 16 February 2009 between the Registrar and DGS LLP.

"Sale Costs" means any costs and expenses of effecting any sale of gold and/or exchange of currencies pursuant to the Gold Sale Method which shall include, without limitation, storage costs, insurance costs and any

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applicable sales and transfer taxes associated with such sale.

"Securities Holder(s)" means the registered holder of Dubai Gold Securities as shown in the Securities Holders Register.

"Securities Holders Register" means the register of holders of Dubai Gold Securities kept and maintained by the Registrar.

"Services Agreement" means the Services Agreement dated 16 February 2009 between Dubai Gold Investments and DGS LLP providing for certain services to be provided by Dubai Gold Investments to DGS LLP in relation to the Dubai Gold Securities.

"Service Fee" means the Service Fee stated in the Services Agreement.

"Shariah Supervisory Board" means the board of Shariah scholars furnished by Shariah Capital Inc. described in Part 1 (Information on DGS LLP, Dubai Gold Investments and Dubai Gold Securities) of this Offering Document.

"Sterling" or "£" means pounds sterling.

"Sub-custodian" means a sub-custodian, agent or depositary (including an entity within the Custodian's corporate group), appointed by the Custodian pursuant to Clause 8 (Sub-Custodians) of the Allocated Account Agreement to perform any of the Custodian's duties under this Agreement, including the custody and safekeeping of Bullion. The Custodian may appoint a sub-custodian with vaults located in Dubai.

"Subsidiary" means, in relation to any person (the "first Person") at any particular time, any other person (the "second Person"):

(a) whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or

(b) whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first Person.

"Swing Amount" means the same as in the Summary of this Offering Document.

"Tax" or "tax" means any VAT, tax, income tax, capital gains tax, corporation tax, goods and services tax, withholding tax, stamp, financial institutions, registration and other duties, bank accounts debits tax, import/export tax or tariff and any other taxes, levies, imposts, deductions, interest, penalties and charges imposed or levied by a government or government agency.

"UAE" means the United Arab Emirates.

"Unallocated Account" means the unallocated gold account, established in the name of DGS LLP with the Custodian pursuant to the Unallocated Account Agreement.

"Unallocated Account Agreement"

means the Unallocated Account Agreement dated 16 February 2009 between DGS LLP and the Custodian pursuant to which the Unallocated Account is established and operated.

"Uncertificated" or "Uncertificated Form"

means recorded on the Securities Holders Register as securities being held in uncertificated form, title to which, is to be transferred by means of NASDAQ Dubai Guardian system.

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"United Kingdom" or "UK" means United Kingdom of Great Britain and Northern Ireland.

"United States" or "US" means United States of America

"US dollars" or "US$" or "USD"

means United States dollars.

"VAT" means value added tax.

"WGC" means the World Gold Council, a Swiss registered not for profit organisation, incorporated and registered in Switzerland on 30 November 1987 with a registered office address at 65 Rue du Rhone, PO Box 3199, CH-1211 Geneva 3, Switzerland.

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DIRECTORS, SECRETARY AND ADVISERS

Directors of DGS LLP Ahmed Bin Sulayem David Rutledge Sebastian Couturier

Registered Office of DGS LLP and address of directors of DGS LLP

The address of all the directors and secretary of DGS LLP is the registered office of DGS LLP which is

Jumeirah Lakes Towers Almas Tower, Level 50 Sheikh Zayed Road P.O. Box 48800 Dubai United Arab Emirates

DGI Registered Office Jumeirah Lakes Towers Almas Tower, Level 9 Sheikh Zayed Road P.O. Box 48800 Dubai United Arab Emirates

Marketing Agent Dubai Commodity Asset Management DMCC

Custodian HSBC Bank USA, National Association, London Branch 8 Canada Square London E14 5HQ United Kingdom

Legal Advisors to DGS LLP Clifford Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom

Auditor of DGS LLP Ernst & Young LLP Al Attar Business Tower 28th Floor Skeikh Zayed Road P.O. Box 2967 Dubai United Arab Emirates

Registrar NASDAQ Dubai Ltd. Level 7, The Exchange Building Gate District Dubai International Financial Centre P.O. Box 53536 Dubai United Arab Emirates

Shariah Supervision Shariah Capital, Inc. 125 Elm Street New Canaan, CT06840 USA

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ANNEX 1 FORM OF PRICING SUPPLEMENT

Pro Forma Pricing Supplement for an issue of the Dubai Gold Securities by DGS LLP _____________________________________________________________________________________

PRICING SUPPLEMENT Date: [•] 200[•]

DGS LLP

ISSUANCE OF [ ] DGS LLP SECURITIES UNDER THE ISSUANCE OF UP TO 1,000,000,000 Dubai Gold Securities

This document constitutes the Pricing Supplement in relation to the issuance of Dubai Gold Securities as described herein. Terms used herein shall have the meanings given to them in the Offering Document (the "Offering Document") dated 2 March 2009 issued in relation to the issuance of up to 1,000,000,000 Dubai Gold Securities established by DGS LLP. This Pricing Supplement must be read in conjunction with the Offering Document.

Issuer: Dubai Gold Securities Limited Liability Partnership

ISIN Number: AE000A0V1RL1

Issue Date: [•]

Number of Dubai Gold Securities to be issued: [•]

Issue Price: [•] per cent

Total Number of Dubai Gold Securities including this issue quoted on NASDAQ Dubai:

[•]

The Pricing Supplement comprises the details required to list the issuance of the Dubai Gold Securities described herein pursuant to the listing of the Dubai Gold Securities.

Application has been made for the Dubai Gold Securities to be admitted to the Official List of Securities of NASDAQ Dubai and to trading on NASDAQ Dubai.

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Pricing Supplement – Redemption from DGS LLP to NASDAQ- D LA (e-mail) FORM R10

PRICING SUPPLEMENT Date: [•] 200[•]

DGS LLP

REDEMPTION OF [ ] DGS LLP SECURITIES UNDER THE ISSUANCE OF UP TO 1,000,000,000 Dubai Gold Securities

This document constitutes the Pricing Supplement in relation to the redemption of Dubai Gold Securities as described herein. Terms used herein shall have the meanings given to them in the Offering Document (the "Offering Document") dated 2 March 2009 issued in relation to the issuance of up to 1,000,000,000 Dubai Gold Securities established by DGS LLP. This Pricing Supplement must be read in conjunction with the Offering Document.

Issuer: Dubai Gold Securities Limited Liability Partnership

ISIN Number: AE000A0V1RL1

Redemption Date: [•]

Number of Dubai Gold Securities to be redeemed: [•]

Redemption Price: [•] per cent

Total Number of Dubai Gold Securities quoted on NASDAQ Dubai post this redemption:

[•]

The Pricing Supplement comprises the details required to redeem the Dubai Gold Securities described herein pursuant to the listing of the Dubai Gold Securities.