Private PlacementNew Investment Bank

Closed Shareholding Bank – Compliance withIslamic Shari’ah.

Contents

• The bank, Mission, and Main Objectives.• Management Policies & Systems.• Sharia’a Committee• Competition, Opportunities of Islamic Financial Institutions.• Targeted Markets, Products, Services, & Investment Criteria. • Expected Income• The success factors.• Why the Kingdom of Bahrain ?• The offer.• Procedures• Key Management Team• Founders list and covered capital.

Highlights about the Proposed Bank :

• Name : (will be announced later) • Type of license : Investment Bank • Capital Authorized : US $ 200 Mio.

Paid up : US $ 100 Mio. (Founders will decide later)• Location : Bahrain• Regulatory Authority : Bahrain Monetary Agency• Legal Status: Closed Shareholding Bank.• Shareholders Base : GCC countries and Iran

Mission :

• To become a dominant player in the financial arena by participating in private placements and in direct investments in infrastructural related projects in the GCC countries and Iran.

• To meet with the investors and shareholders needs by identifying differentiated investment vehicles being of good quality and having excellent returns commensurate with the risk profile . These investments will be in line with the Islamic Sharia’a principles .

Objectives:

• Innovations in Islamic investment vehicles by directly investing in infrastructural projects and private placements

• Differentiation in services by being one of the investment banks that take equity stakes in private companies . This activity would be focused on identifying companies based both in Iran and the GCC countries.

• Initiating strategic alliances with the main customers and institutions with a diversified geographical distribution

• Playing a major role in improving the Islamic financial System• Having the means to meet the changing needs of the customers

Management of the Bank

After the obtaining of the license we shall endeavor to identify an international institution to initially supervise and train the existing staff . We shall also recruit staff from the GCC countries having the following qualifications :• Long Experience in investment in private companies and

infrastructural related projects • Investment Experience to organize and structure the products

which are compliant to the Islamic Sharia’a principles• Vision to implement the strategy of the organization and to

achieve the strategic objectives• Experience in identifying/analyzing the right investment

opportunities in private companies and the merger and acquisition .

Sharia’a Committee

• The bank’s activities will be supervised by a Sharia'a committee comprised of respected Islamic scholars who will review the bank’s activities and provide practical Islamic opinions (fatwas) for doing business within the Sharia'a principles.

• The bank will appoint a Sharia'a advisor to coordinate between the management of the bank and its Sharia'a committee. The Sharia'a advisor will also supervise, research, and develop Sharia'a related issues.

The Competition

• International Banks having Islamic banking units offering sharia’a compliant investment products .

• The Bank intends to operate in the GCC markets and also Iran so the Bank has a bigger market vs. the existing players .

Existing Opportunities for Islamic Financial Institutions

• Achieving strong business growth.• The enormous funds which are at the disposal of the Islamic

financial Institutions• Investors having preference and appetite for Islamic financial

products • The Conventional Banks continue to target the funds available in

the Islamic markets . Thus, this proves the scope that exists for another Islamic financial institution .

• Shortage of Islamic financial institution specialized in the GCC markets Non-Existent of Islamic financial institution concentrating on Iran

• Requirement to develop several projects in the region• Increase in real estate development projects in the region• Existence of surplus liquidity in the GCC region seeking good

investment opportunities

TARGET MARKETS

GCC countries and Iran • Strengthening relationships with financial institutions and

companies in the region• Strategically distributing the resources to enable the Bank to

identify unique opportunities• Existence of good investment opportunities due to the

continuing economic stability

Product and services

• Direct Investment• Project Finance• Advisory Services• Establishment/Formation of Companies

Direct investments

Why Invest in the GCC Countries and Iran • Availability of Surplus Liquidity in the Region • Region’s need to develop the infrastructure• The Political Stability in the region Government Directives

encouraging the private sector to invest in energy and housing sector

• Government’s plans to private the electricity, telecommunications, ports and airports

• Population growth in the region resulting in needs for more services (electricity, water, housing).

• Opportunities for mergers of various small companies

Investment Criteria

• Bank will not participant more than 20% of the total project cost• Emphasis will be on projects giving good returns with low risk

profiles• There shall be a specific strategy on each investment and the

time horizon and the expected return will be mapped• Choosing a team with extensive knowledge and experience in

this area

PROJECT FINANCE

• In order to diversify the risks we intend to participate in financing projects with a good return and low risks . This will result from Ijara, Murabaha and Al istisnaa

FORMATION OF COMPANIES

• The Bank will cooperate with various economic organizations to establish companies that would operate in different areas such as telecommunications, technology, finance, investments and manufacturing. The Bank’s participation will be for a limited period after which it would exit from the investment with a good return.

ADVISORY

• The Bank will provide advise services to its clients on various investment and would assist in meeting their needs .

Expected Return

  2006 2007 2008 2009 2010

Total income 23.6 24.0 31.6 38.6 48.2

Net income 11.1 16.7 22.3 28.8 36.5

Total assets 207.1 239.6 285.7 349.7 425.0

Total equity 111.1 124.8 142.1 163.9 191.4

ROA %5.34 %6.97 %7.80 %8.24 %8.59

ROE %9.95 %13.39 %15.69 %17.57 %19.07

DISTRIBUTION OF INVESTMENTS

• The Bank will have a clear-cut strategy about the distribution and variety of investment vehicles . The purpose of this is to diversify the risk and maximize the returns. Thus, the returns will be in line with the risk profile of the investments.

SUCCESS FACTORS

• Diversified Shareholders base.• Members of Board of Directors well experienced in the financial

arena• Concentration on infrastructural projects• Concentrating on Developing countries such as the GCC and

Iran• Bank’s employees having varied experiences • Working within the Sharia’a principles

WHY THE KINGDOM OF BAHRAIN?

• Geographic location• Most prominent Offshore Banking Centre in the region• Islamic Banking Centre of the world• Modern and well respected Central Bank known as Bahrain

Monetary Agency• Bahrain playing a major role in the arranging of financing for

projects in the region• Good Relationship of Bahrain with the GCC countries and Iran

Founding /Establishing OFFER

• Authorized Capital – US $ 200 Mio.Paid up - US$ 100 Mio. (founders may decide to increase it)• Minimum Contribution $ US 10 Mio. (for Board

Member)$ US 500 thousand (for Organizations)$ US 250 thousand (for Individuals)• Total Number of Shares : 200 Mio.• Par Value of the Share : $ US 1 for each share

together with 5% as placement fees. These fees are non-refundable

Foundation Procedures

• Subscription will be closed by mid of May 06 (date of founder’s Meeting in Bahrain or Abu Dhabi) to elect foundation committee.

• Application of foundation will be submitted to Bahrain Monetary Agency, in order to obtain preliminary approval.

• Feasibility Study will be carried on by specialized firm.• Specialized firms will be appointed to design systems, headquarter,

recruitment …etc. • Complete set of application, documentations, shareholders, and

feasibility study will be submitted to BMA.• Process till we receive final approval will take approx. 3 -4 months.• Final approval & bank appointed to deposit capital in.• Founders invited to deposit capital in the bank account.• Founders meet to elect board of directors and key positions. • Bank will open to start business in September or October 2006.

KEY MANAGEMENT TEAM1. Mr. Adel AL-Mannai (born 1955)MBA – University of Glamorgan, Wales.

• March 2006 Board Member of Takaful Insurance Co.-Bahrain.• 2005-Today Advisor of Investors Bank-Bahrain.• 2003-2004 Group Head – Shamil Bank – Bahrain.• 2001–2003 CEO – Khaleej Finance & Invest. Co. - Bahrain. • 1999–2001 General Manager of Bahrain & Qatar Branches of

Mashreq Bank.• 1991–1999 VP Marketing, Corporate Banking, ABN AMRO Bank

– Bahrain.• 1979 – 1991 Marketing Manager – Arla Bank Int’l & ALBahrain

Arab African Bank

KEY MANAGEMENT TEAM2. Mr. Fayez Haider (born 1967)MBA – University of Edinburgh

• 2005-Today Vice President – Fortis Banque – Dubai.

• 1998-2004 Senior Manager – BNP Paribas – Dubai.

• 1995-1998 Account’s Manager – ABN AMRO Bank – Bahrain.

• 1989-1993 Ass. Manager – Citibank – Bahrain.

Founders: (already confirmed $ 70 m.)Last update on April 14, 2006

• Mr. Ali Abdulla bin Haider – Confirmed.• Shk. Moosa bin Adeeb ALHarbi – Confirmed.• Abu Dhabi Islamic Bank – Verbally.• Mr. Mahmood AL-Ansari – Confirmed.• Shk. Soroor bin Moh’d ALNahyan- Verbally.• Mr. Nasser Sultan ALMaamari – Confirmed.• ALJazeera Investment – Oman – Confirmed.• Shk. Nahyan bin Mubarak ALNahyan– Verbally.• Shk. Ghanim bin Ali AL-Thani – Verbally. • Mr. Khalid Rostamani (AL-Rostamani Group).