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ANNUAL REVIEW 2008

A member of DUBAI HOLDING

Foreword from the Executive Chairman

Since our foundation in 2004, Dubai International Capital (DIC) has pursued an investment strategy of diversification

across asset classes, sectors and geographies. This has helped us weather the ‘perfect storm’ of 2008 and

enjoy some bright spots in an otherwise depressed environment. Whilst the global downturn in 2008 resulted

in challenging trading conditions for our European-based manufacturing companies, our portfolio companies

operating in the UK healthcare and hospitality sectors - Travelodge, Merlin and Alliance Medical - showed resilience

throughout 2008.

DIC’s Middle East portfolio delivered robust growth and performances in 2008 and we continued to invest in the

region via a direct buy-in (KEF Holdings, page 21 ) and three DIC sponsored funds: Jordan Dubai Capital, MENA

Infrastructure Fund and Ishraq (pages 23 - 26). Moreover, we completed several successful exits in 2008; selling Art

Marine, the region’s leading distributor of leisure yachts, to a regional private equity firm and partially exited our

stakes in Rivoli and Oger Telecom.

In our European portfolio management we became increasingly pro-active as the crisis deepened in the second

half of 2008, in order to preserve and protect value in our portfolio companies, allocating additional resources

wherever necessary. We also created value in the European portfolio via three bolt-on acquisitions: two acquisitions

by Mauser to strengthen its presence in North America and Asia and the acquisition of Lodestone by Alliance

Medical, a provider of diagnostic imaging in the UK.

Last year we published our first Annual Review in compliance with the Walker Guidelines on transparency in

private equity in the U.K. This year we have volunteered to disclose additional information on all our investments

as part of our commitment to best practice corporate governance and transparency to any interested party.

Sameer Al Ansari

Executive Chairman

Contents

Dubai Holding 4

Dubai International Capital 5

Corporate Governance & Executive Board 7

Private Equity Investments 8

Senior Management Team 9

Private Equity – EuropeDIC Private Equity - Europe 10

DIC Private Equity Investment Activity 11

DIC Private Equity Portfolio Overview 12

Private Equity Europe Portfolio CompaniesMerlin Entertainments Group 13

Travelodge 14

Alliance Medical 15

Mauser AG 16

Doncasters 17

Almatis 18

Emerging MarketsDIC Emerging Markets 19

DIC Emerging Markets Investment Activity 20

Emerging Markets Portfolio CompaniesKEF Holdings 21

Rivoli Group 22

Ishraq 23

Jordan Dubai Capital 24

MENA Infrastructure Fund 26

Och-Ziff Capital Management Group 27

ICICI Bank 27

Oger Telecom 27

Selective Exits to Date 28

Industry Recognition 29

Contacts 30

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Dubai International Capital - Annual Review 2008

Dubai Holding

Dubai International Capital is a member of Dubai Holding LLC, which is a private holding company with seven

core entities (see overview below). These entities manage and run subsidiaries, projects and investments across

thirteen industries.

Dubai Holding was created in 2004 to consolidate and lead Dubai’s large-scale infrastructure and investment

projects. Dubai Holding is committed to improving every aspect of life in the region by investing in life-improving

industries.

Dubai Holding’s achievements have helped build the success and prosperity of the United Arab Emirates (UAE)

and the surrounding region. This includes the creation of a world-class commercial and physical infrastructure that

attracts multinational companies from around the globe, and work with the Government of Dubai to promote

Dubai as a role model and catalyst for the region’s economic and social development. Dubai Holding’s strategy is

in tune with the Government’s Dubai Strategic Plan for 2015, which gives targets, initiatives and milestones for the

economy and for society. For more information visit dubaiholding.com.

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Dubai International Capital

Dubai International Capital is an international investment company established in 2004 in Dubai, United Arab

Emirates, as a limited liability company and is a subsidiary of Dubai Holding. With no state funding, DIC invests

private funds on behalf of Dubai Holding and several large third party investors from around the world. DIC’s

stated investment objective is to generate above average returns from high growth opportunities through a

number of channels that include private equity buyouts, buy-ins and bolt-ons.

With a head office in Dubai and European headquarters in London, our portfolio is deliberately diversified

across asset classes and markets.

Concentration by Geography

Concentration by Industry

At its core, DIC has a powerful network of business partners, including key investors and international business

leaders, providing local and regional market expertise.

We take a long-term view with almost all of our investments, following strict investment criteria and targeting

businesses with strong management and credible strategies. We also try to reinvigorate companies through

management incentives and operational improvements.

Concentration by Industry

Manufacturing 42%

Hospitality 19%

Healthcare 17%

Banking 8%

Hedge Fund 4%

Entertainment 4%

Aerospace 2%

Consumer Brands 1%

Private Equity 1%

Telecom 1%

Concentration by Geography

Europe 53%

Europe/North America 26%

Asia 9%

MENA 8%

North America 4%

Investment 1%

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DIC Board – Directors

Sameer Al Ansari – Executive Chairman

Previously Group Chief Financial Officer for The Executive Office of His Highness Sheikh Mohammed Bin Rashid • Al Maktoum

Founding Executive Chairman DIC•CEO SHUAA Capital•Board member of Dubai Holding, the Dubai International Financial Centre and SHUAA Capital•Chairman of Ishraq, a US$150 million investment company that has been formed to bring the Holiday Inn •

Express brand of hotels to the region

Chairman of Jordan Dubai Capital, a US$300 million Jordan-specific fund•Qualified chartered accountant and Fellow of the Institute of Chartered Accountants in England and Wales•

H.E. Ahmad Bin Byat – Director

Chief Executive Officer of Dubai Holding•Secretary General of the Executive Council of Dubai Government•President of Dubai Government Excellence Programme •Member of the Supreme Telecom Committee•Holds senior administrative positions - Executive Chairman of TECOM Investments, Chairman •

of the Emirates Integrated Telecommunications Company (EITC), Chairman of Dubai Real Estate Corporation, and Director General of the Dubai Technology and Media Free Zone Authority

Board member of Dubai Holding, Dubai Media Incorporated and Empower•

Fadel Al Ali – Director

Executive Chairman of Operations at Dubai Holding•Board member of Jumeirah Group, Dubai International Capital, Dubai Group, Dubai First and Emirates •

Integrated Telecommunications Company (EITC)

Chairman of the board of Dubai Bank and on the Board of Directors of Dubai Bourse and • Bank Islam in Malaysia

Began financial career at Citibank and was promoted to UAE Head of Distribution, where he managed all of the • bank’s branches across the UAE, prior to joining Dubai Holding as Chief Financial Officer in 2004

Dubai International Capital sets itself the highest standards of corporate governance, and ensures they are met

through the oversight of a renowned group of independent non-executive directors, selected to balance the

executive board team in line with current best practice. DIC is regulated by the UAE Ministry of the Economy, and

its public equities activities are regulated by the Dubai Financial Services Authority.

Corporate Governance

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Independent Non-Executive Directors

Sir Peter Bonfield – Non-Executive Director

Current Chairman of the Supervisory Board of NXP•Supervisory Board Member of Actis Capital LLP •Director and Member of the Advisory Board of Sony Corporation (Japan)•Director of L.M. Ericsson (Sweden) •Director of AstraZeneca PLC •Former CEO and Chairman of the Executive Committee of British Telecommunications plc •

Martin Angle – Non-Executive Director

Non-Executive Director of Savills plc (international property advisor)•Non-Executive Director of JSC Severstal (one of the world’s largest steel producers)•Formerly Operational Managing Director of Terra Firma Capital Partners •Formerly Deputy Chairman of Le Méridien hotel group•20 year career in investment banking with SG Warburg, Morgan Stanley & Dresdner •

DIC PE Investment Committee

All material investments made by DIC Private Equity are scrutinised and evaluated by the Investment Committee,

and are subject to its approval. The make-up of the Committee combines non-executive board members with

senior officers at DIC.

Sameer Al Ansari - Chairman Fadel Al Ali

Anand S. Krishnan - Vice-Chairman Sir Peter Bonfield

H.E. Ahmad Bin Byat Martin Angle

TransparencyDIC actively discloses its investment activities in the public domain via the media and other publicly available

channels in order to inform and educate stakeholders about DIC.

ComplianceDIC has invested heavily in developing best practice risk and compliance processes and systems to ensure we

remain wholly compliant with all relevant regulations and laws. DIC employs a dedicated, in-house compliance

team which also liaises with relevant regulators around the world.

Corporate Social ResponsibilityDIC is fully aligned with the corporate philosophy of Dubai Holding that creating opportunities strengthens

communities and generates sustainable wealth. DIC’s own CSR efforts are focused on the Arab Business Angels

Network (ABAN), a program founded and seed financed by DIC to support young entrepreneurs and business

leaders in the Arab world, promoting entrepreneurship and angel investing in the region.

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Our Private Equity Investments

Secondary buyouts in Europe with EV •of $500m - $1.5bn

6 direct investments currently in the •portfolio

4 bolt-on aquisitions•

1 partial divestment•

$2.5bn of equity since inception•

Private equity within the GCC, Jordan •& Levant

6 direct investments currently in the •portfolio

1 country focused fund and 1 •infrastructure fund

2 partial divestments, 1 full divestment•

$700m of invested capital since •inception

9


Hadi BadriExecutive DirectorExperience: DIC 5; Overall 6.The Executive Office, Carlyle Group

Eric KumpManaging DirectorExperience: DIC 1; Overall 16.Merrill Lynch PE

Michel Gaudreau Managing DirectorExperience: DIC 2; Overall 17.DU, Orange

Brian Lindley DirectorExperience: DIC 2; Overall 9.RBS Lev. Finance

Peter Jansenberger DirectorExperience: DIC 3; Overall 9.PPM Capital PE

Samer Al SaifiCEO-DICAMExperience: DIC 2; Overall 24.Arab Bank

Jamie NelsonGeneral Counsel Experience: DIC 2; Overall 9.Fasken Martineau

Maissan Al MaskatiDirectorExperience: DIC 5; Overall 8.Bank of America

Jawad QasimAssociate DirectorExperience: DIC 4; Overall 5.Doha Bank, KIPCO

Rami Kilajian Associate DirectorExperience: DIC 4; Overall 5.Merrill Lynch

DIC Private Equity Chairman’s Office DIC Emerging Markets

Sameer Al AnsariExecutive ChairmanExperience: DIC 5; Overall 20.The Executive Office, DUBAL

Anand Krishnan Chief Executive OfficerExperience: DIC 4; Overall 25.JP Morgan

David Smoot Chief Executive Officer - Private Equity Experience: DIC 1; Overall 14.Morgan Stanley PE

Senior Management Team

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DIC Private Equity is a privately funded private equity investor that focuses on leading mid-cap LBOs. Since our

establishment at the end of 2004 we have led 6 LBOs with an aggregate value of €5.8 billion and we have invested

€1.8bn in those transactions. We look for strong performing and market leading businesses where we can back

the existing management team to deliver long-term growth.

To date all our transactions have been European secondary LBOs and we have established a market leading

position for secondary LBO deals valued above €500m. In each of these businesses we believe the existing team

has a growth plan for the business that long outlasts the natural period of ownership for the prior private

equity owners.

Our approach to structuring deals is consistent with that of many of our long established peers. As owners we

particularly focus on how we can help the management team augment their existing growth plans by looking at

new geographies where we have experience and connections, and by leading and supporting acquisitions.

In 2008 we expanded our portfolio further by adding three add-on acquisitions to existing investments. Both Stanta

Malaysia and AFD Corporation were acquired by Mauser, in January and June 2008, respectively, representing a

significant expansion for the company in Europe and Asia. Alliance Medical further consolidated its UK market

position through its acquisition of Lodestone Patient Care in August 2008.

DIC Private Equity - Europe

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2008

DIC Private Equity Investment Activity

Direct Investment€850m

June 2007Exlusive dual-track •process with One Equity PartnersLeading global producer •of rigid industrial packagingTransformational add-•ons in Europe and Asia

Direct Investment£800m

May 2005Exclusive process with •CharterhouseLargest operator of •visitor attractions in EuropeAddition of significant •attractions e.g. London Eye


September 2006Limited auction from •PermiraUK’s leading budget •hotel brand with over 350 hotelsBacking management’s •aggressive roll-out plansInternational expansion•


December 2007Exclusive process with •BridgepointLeading diagnostic •imaging service provider in EuropeBacking management’s •aggressive roll-out planBridgepoint reinvested •£50m

Mauser – [email protected]

January 2008Malaysia’s market •leading steel drum manufacturerAquisition is a significant •step in Mauser’s Asian expansion following Thailand, Singapore, India and China

Alliance – Bolt-on£72m

August 2008Alliance Medical •acquired Lodestone from i-Med – owned by CVC Capital PartnersProviders of diagnostic •imaging services in UK public and private healthcare sectors

Tussauds – Merger£1,025m

May 2007Divestiture of Tussauds •through an exclusive process with Blackmore and Merlin18% stake retained in •combined entityIncremental value created •through financing and revenue synergies

Tussauds – Bolt-on£90m

February 2006Buyout of BA’s stake•London’s most popular •tourist attraction and world’s largest observation wheelSupport of plans to •improve facilities and add new attractions


May 2006Limited auction from RBEF•Leading manufacturer •of precision engineered components & systemsTransformational add-on •of Fastentech in May 2007Divestiture of Medical •Divisions

Doncasters – Bolt-onUS$500m

May 2007Doncasters acquired •Fasten Tech from Court Square CapitalLeading international •manufacturer of industrial and aerospace-grade fastenersStrong presence in the • US

Direct InvestmentUS$1,220m

December 2007Exclusive dual track •process with Rhone CapitalLeading global producer •of speciality aluminaBacking management’s •expansion plans

Mauser – Bolt-on @5.7m

June 2008Supplier of fiber drums •with significant presence in Midwestern USAcquisition braoden’s •Mauser’s product range and strngthens North America business

2005 2006 2007 2008

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DIC Private Equity Portfolio Overview

Key Figures

Investments in current portfolio 6

Total Invested at Cost €1.7bn

Total Enterprise Value €5.0bn

Combined 2008A Revenues €3.7bn

Combined 2008A Employees* 15,750* Excluding Merlin as minority holding

Equity Invested by Sector

Equity Invested by Geography

Industrials 32%

Consumer 26%

Healthcare 18%

Chemicals 18%

Services 6%

UK 36%

Rest of Europe 35%

North America 20%

Asia 6%

Rest of World 3%

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Merlin Entertainments Group is the world’s number two visitor attraction operator, with 30 million visitors annually. Merlin brings together The London Eye, LEGOLAND, Madame Tussauds, SEA LIFE, Gardaland and London Dungeons as well as national brands such as Alton Towers, Thorpe Park, Warwick Castle, Heide Park and Chessington World of Adventures. Merlin is a global business with significant business in Europe, the Americas and Asia-Pacific.

In its current form, the business was created in May 2007 when Merlin acquired The Tussauds Group, which had been owned by DIC and management since May 2005. As part of that transaction DIC re-invested a portion of its proceeds for a 17.5% shareholding in the enlarged group. Under DIC’s ownership, The Tussauds Group expanded significantly through both a rollout of existing brands, and acquisitions such as the London Eye. The sale to Merlin was the first exit for DIC Private Equity and generated a substantial return.

Merlin is focused on continuing the growth of each of its brands while benefiting from revenue and financing synergies across its enlarged portfolio.

Key Management Nick Varney Chairman & Chief Executive OfficerPeter Philipson Non-Executive ChairmanAndrew Carr Chief Financial Officer DIC Board Members Eric Kump MD – DIC Private Equity Jamie Nelson General Counsel – DIC

Company DetailsWebsite www.merlinentertainments.bizYear Founded 1999Fiscal Year End December Transaction Overview Deal Size €3.2 billionDate of Investment May 2007Deal Type Sale of the Tussauds Group to Merlin with a 17.51% reinvestment in the combined company2008 Revenue €769.3 million Other Shareholders Blackstone Capital PartnersLego Holding and familyManagement

Leading global operator of leisure attractions

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Travelodge is the UK’s leading hotel brand, with more than 25,000 rooms in 350 hotels operated predominantly in the UK, with some hotels in Spain and Ireland. The Travelodge brand is associated with value for money and a consistent offering across its hotel network. Travelodge management operates a volume driven, low price and low cost business model akin to the operational model of a budget airline operator and major retailers. Six and a half million people stayed with Travelodge last year and 85% of reservations are currently made online at Travelodge.co.uk

In August 2006, DIC announced that it had agreed to acquire Travelodge from Permira. Closing followed on September 5, 2006.

DIC continues to sustain Travelodge’s leading market position by maintaining and supporting the current strong management team. DIC will support Travelodge in their aggressive roll-out plan that is targeting up to 2,500 rooms per year for the foreseeable future.

Travelodge completed the sale and leaseback of the balance of its hotel portfolio in 2007. Since DIC’s acquisition, Travelodge has increased the number of hotels its operates by 19% and rooms available have grown from 19,000 to 25,000, a 32% increase.

The Travelodge website has been recognised as the number one website for the Travel, Destinations and Accommodation sector for October to December 2007 according to Hitwise UK who monitor web traffic in the UK.

Key Management Keith Hamill Non-Executive ChairmanGrant Hearn Chief Executive OfficerGuy Parsons Chief Operating OfficerJon Mortimore Chief Financial OfficerPaul Harvey Director of Property and International Development DIC Board Members Sameer Al Ansari Executive Chairman – DICAnand Krishnan CEO – DICEric Kump MD – DIC Private Equity

Company DetailsWebsite www.travelodge.co.ukYear Founded 1985Fiscal Year End December Transaction Overview Deal Size £675 millionDate of Investment September 2006Deal Type Buyout2008 Revenue £290 million Other Shareholders Management

The UK’s fastest growing hotel chain and 2nd largest budget hotel operator

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Alliance Medical is Europe’s largest provider of outsourced diagnostics imaging services to both public and private sector healthcare providers. The main diagnostic modalities provided are positron emission tomography (PET), magnetic resonance imaging (MRI), computed tomography (CT), ultrasound, mammography and X-ray. Alliance Medical has pioneered the provision of end-to-end diagnostic imaging services, including provision of scanning equipment and qualified radiographers to operate it; booking services, site administration and data management; and access to qualified radiologists who interpret the scans. These services are provided through a fleet of fixed and mobile scanners and a network of diagnostic centres. Alliance operates a fleet of over 500 static and mobile scanners and a network of diagnostic clinics.

The business was founded in the UK in 1989 and now operates across Western, Central and Northern Europe and is the market leader in a number of the major European markets. The business has averaged compound growth of sales of 40% since 2004 through organic expansion and acquisitions. This has required substantial capital, and since inception of the business this has been provided through investment arranged or funded by private equity owners. As well as supporting the growth of Alliance, this investment by private equity has been directly responsible for a significant expansion in the provision of important healthcare services to the public.

On 2 November 2007, DIC announced that it had agreed to acquire Alliance Medical from Bridgepoint Capital in an exclusive sale process. The deal closed on December 6, 2007.

In its core European markets, Alliance continues to grow rapidly, through acquisitions and organically by expanding both its geographic reach and the breadth of services provided. DIC and other shareholders have provided the substantial capital required to support this growth. In August 2008, Alliance Medical successfully acquired Lodestone Patient Care, a provider of diagnostic imaging services across the UK to both the public and private healthcare sectors. It was acquired from Australian-based I-MED, a diagnostic imaging network owned by CVC Capital Partners.

Key Management Geoff Unwin Non-Executive ChairmanRobert Waley Cohen Founder and Deputy ChairmanAlan Pilgrim Chief Executive OfficerCharlie Ralph Chief Financial OfficerJamie Wyatt Non-Executive Director DIC Board Members Sameer Al Ansari Executive Chairman – DICDavid Smoot CEO – DIC Private EquityEric Kump MD – DIC Private EquityBrian Lindley Director – DIC Private Equity

Company DetailsWebsite www.alliancemedical.eu.comYear Founded 1989Fiscal Year End March Transaction Overview Deal Size £600 millionDate of Investment December 2007Deal Type Buyout2008 Revenue £212 million Other Shareholders Bridgepoint CapitalRobert Waley CohenManagement

Europe’s largest supplier of diagnostic image services, with fully outsourced solutions for public and private healthcare

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Mauser AG is a world market leader in industrial packaging operating in more than 40 locations across Europe, North America, Latin America and Asia, supplying rigid packaging solutions that include both plastic and metal drums, and intermediate bulk containers (IBCs). These products are highly specialised and produced to the standards of various end-users, which includethe chemical, petrochemical, pharmaceutical, and food & beverage industries. In addition, Mauser produces and supplies production lines for plastic drums and IBCs, and provides reconditioning services. Mauser leads the field in reconditioning in the US and is actively building a presence in Europe.

On 30 April 2007, DIC announced that it had agreed to acquire Mauser Group from One Equity Partners. The deal closed in June 2007.

DIC has continued to support Mauser’s management team’s growth strategy and expansion initiatives by pursuing top line growth via add-on acquisitions and expansion into new markets. Mauser AG has successfully strengthened its growth in both the South American and South East Asian markets since coming under DIC ownership. In July 2007, it successfully acquired 75% of Tamfust, a Brazilian producer of steel drums. In April 2008, Mauser carried out an acquisition of 51% of Stanta, a leading Malaysian producer of reconditioned steel drums. Further acquisitions in 2008 include AFD, a US-based fibre drum manufacturer, and 51% in a German reconditioning operation.

Key Management Dr. Horst Heidsieck Non-Executive ChairmanDr. Clemens Willee Chief Executive OfficerLouis Pourdieu Chief Operating OfficerGünther Krausser Chief Financial Officer DIC Board Members Sameer Al Ansari Executive Chairman – DICDavid Smoot CEO – DIC Private EquityEric Kump MD – DIC Private EquityPeter Jansenberger Director – DIC Private Equity

Company DetailsWebsite www.mausergroup.comYear Founded 1898Fiscal Year End December Transaction Overview Deal Size €850 millionDate of Investment June 2007Deal Type Buyout2008 Revenue €1.006 billion Other Shareholders Management

Leading global producer of rigid industrial packaging

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The Doncasters Group is a leading international engineering group that manufactures precision components and assemblies for tolerance-critical applications. The company serves the industrial gas turbine, aerospace, specialist automotive, and petrochemical markets. The group excels in working with alloys and metals that are difficult to shape and form. Doncasters’ specialist engineering capabilities include alloy production, investment and centrifugal casting, precision forging, ring rolling, fabrication and precision machining. The group operates over 40 manufacturing facilities and 7,100 staff across the UK, continental Europe, North America and Asia, serving a diverse customer base that includes global blue-chip companies.

Having identified Doncasters as an asset with solid fundamentals, proven performance under private equity ownership and attractive growth prospects, DIC agreed to acquire the company from Royal Bank of Scotland Equity Finance in December 2005. The transaction successfully closed in May 2006.

As a result of the hard rationalisation and cost-base realignment efforts conducted by management from 2001 to 2003, DIC acquired a group extremely well positioned for growth. DIC has worked with management to grow market share in its core business and invest in capacity and new process expansion programs.

The successful acquisition of Fastentech in May 2007 has further expanded the group’s presence and capabilities. FastenTech is a leading US-based engineering group which offers complementary products and capabilities servicing the power generation, high tolerance fastener and specialist engineering markets from a base of 22 plants in the US, plus one in Germany and one in China. In June 2007, Doncasters sold its Medical Technologies division to Sandvik. Proceeds from the divestment allowed Doncasters to repay some senior debt and return cash to shareholders.

Key Management Jim Leng Non-Executive ChairmanWilliam Ellis Chief Executive OfficerMichael Schurch Finance Director DIC Board Members Sameer Al Ansari Executive Chairman – DICAnand Krishnan CEO – DICDavid Smoot CEO – DIC Private EquityPeter Jansenberger Director – DIC Private Equity

Company DetailsWebsite www.doncasters.com Year Founded 1778Fiscal Year End December Transaction Overview Deal Size £701 millionDate of Investment May 2006Deal Type Buyout 2008 Revenue £854 million Other Shareholders Management

Leading manufacturer of precision components for the aerospace and power generation markets

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Almatis is the global market leader in the development and production of speciality alumina materials. Almatis’ products are critical ingredients for materials and solutions such as refractories used in the production and manufacture of high-grade steel, glass and high-end ceramics. Almatis operates from eight manufacturing facilities located in Germany, the Netherlands, USA, China, India and Japan, in strategic proximity to its main customers and close to its raw material sources. This provides the company with a scale-driven competitive advantage in procurement, manufacturing and logistics.

The business was established in 2004, following the spin out of a number of plants owned by Alcoa. On 1 November 2007, DIC announced that it had agreed to acquire Almatis from Rhone Capital and Ontario Teachers Pension Plan Board after an exclusive dual-track process.

Key Management Remco de Jong Chief Executive OfficerCharles Herlinger Chief Financial Officer DIC Board Members Sameer Al Ansari Executive Chairman – DICDavid Smoot CEO – DIC Private EquityEric Kump MD – DIC Private Equity

Company DetailsWebsite www.almatis.comYear Founded 2004 (as stand-alone company, formerly part of Alcoa)Fiscal Year End December Transaction Overview Deal Size US$1.2 billionDate of Investment December 2007Deal Type Buyout2008 Revenue US$587 million Other Shareholders Management

The global leader in the development and supply of speciality alumina materials forhigh-end industrial manufacturing processes

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DIC Emerging Markets is a regional investor specifically focused on the GCC and Levant. It invests in growth equity

situations including buyouts, buy-ins and greenfield projects. In addition, we anchor and manage single-country

and sector-specific funds with a geographical focus in the Middle East. Our investment strategy involves creating

value through synergies with Dubai Holding’s network and subsidiary companies and focusing on growth.

Buy-ins are primarily in well-run family owned businesses which are market leaders and have experienced

management teams with opportunity for significant value creation and long term growth. In 2008 we completed

the acquisition of 45% of UAE-based KEF Holdings, the regional market leader for integrated valve manufacturing

for the oil and gas industries.

We acquired the Rivoli Group in 2007, the UAE-based and largest luxury goods retailer in the GCC. Rivoli is a

successful family-owned business that expanded its network of retail outlets across the GCC to over 300 retail

outlets in 2008.

Ishraq, a US$150 million DIC sponsored vehicle was launched in 2005 to roll out Holiday Inn Express hotels across

the Middle East. Ishraq completed its third hotel opening in Dubai in 2008 and secured land and licenses in

Bahrain and Oman.

Jordan Dubai Capital, a US$300 million Jordan-specific fund sponsored by DIC closed a number of investments in

strategic sectors of the Jordanian economy – energy and infrastructure, financial services, real estate and tourism

– and built on a proven public–private partnership that has kept JD Capital at the forefront of Jordan’s investment

scene. JD Capital completed the acquisition of 100% of Electricity Distribution Company; 55.4 % of the shares of

Irbid District Electricity Company; 52% of the Industrial Development Bank in partnership with Dubai Islamic Bank

and commenced its transformation into an Islamic Bank; 74% of Real Estate Commercial Investment Company

Aqarco; and partnered with Amlak Finance to set up an Islamic mortgage company in Jordan, Inwan, of which it

owns a 37.3% stake.

The US$300 million MENA Infrastructure Fund, sponsored by DIC, HSBC and Waha Capital completed its first

closing at US$300 million and acquiring a stake in Egypt’s Alexandria International Container Terminals and in

2009, a 32.8% stake in Oman’s United Power.

DIC Emerging Markets

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2008

DIC Emerging Markets Investment Activity

2005 2006 2007 2008

$200m Investment

August 2007

$300m Fund

October 2007

Anchor Investor

August 2005

$300m Investment Company

November 2005

45% Stake

September 2008

Significant Shareholder

September 2007

Anchor Investor

April 2006

Founding Shareholder

March 2006

JV Investment

September 2005

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KEF Holdings is an international provider of steel castings and valves to the global Oil, Gas, Chemicals & Energy sectors. Headquartered in the United Arab Emirates, KEF manages world class manufacturing units producing valves, steel & exotic alloy valve castings, cathodic protection equipment and forgings. Established in 1997, KEF Holdings is the holding company of its two flagship businesses including Emirates Techno Castings and JC Valves, collectively forming the Middle East’s first fully automated foundry boasting a production capacity of 36,000 tonnes per annum. KEF serves over 70 clients including leading market players in the oil and gas industries.

With operations in 9 countries and expansion plans in 4 countries across Asia, the group is one of the fastest growing, most widely acclaimed manufacturing entities across the Middle East. In September 2008, DIC acquired a 45 percent stake in KEF Holdings.

DIC continues to support KEF’s management team’s growth strategy and expansion of its operations throughout the Middle East and the Indian Subcontinent.

Key Management Faizal Kotikollon ChairmanMariam Shabana Faizal Director DIC Board Members Anand Krishnan CEO – DICRami Kilajian Associate Director, Emerging Markets - DIC

Company DetailsWebsite www.kefholdings.comYear Founded 1997Fiscal Year End December Transaction Overview Deal Size US$ 130 millionDate of Investment September 2008Deal Type Buyout Other Shareholders Management

Pioneers in valve technology, KEF is an integrated valve manufacturer operating the world’s largest valve casting foundry

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Headquartered in Dubai, Rivoli is a retail company with a diverse portfolio of international luxury brands and an extensive retail network in the UAE, Bahrain, Oman and Qatar. Rivoli distributes and retails a wide range of luxury products including high-end watches, writing instruments, menswear, accessories, luxury communications, eyewear, gifts, and more.

The Rivoli Group has built a strong reputation as a leading luxury retailer and now operates over 300 retail outlets under the names Rivoli, Hour Choice, among others in addition to mono-brand boutiques including Omega, Mont Blanc, Vertu, Blancpain, Omega, Glashutte Original, Longines, JM Weston, Swatch and Kenzo.

A significant stake in the Rivoli Group was acquired by DIC in September 2007. Since then and with DIC’s support, Rivoli has embarked on an ambitious regional expansion drive, broadening its retail network in the GCC, introducing innovative retail concepts and adding new luxury brands to the group’s portfolio.

In July 2008, the Swatch Group, whose brands have been represented by Rivoli for 20 years, acquired a strategic stake in the group. Together DIC, Rivoli’s largest shareholder, and the Swatch Group continue to drive Rivoli’s expansion plans in the region.

Key Management

Adel Zarouni Managing PartnerRamesh Prabhakar Managing Partner DIC Board Members Sameer Al Ansari Executive Chairman – DICAnand Krishnan CEO – DICHadi Badri Executive Director, Chairman’s Office - DICMaissan Al Maskati Director, Emerging Markets - DIC

Company DetailsWebsite www.rivoligroup.comYear Founded 1988 Fiscal Year End December Overview Date of Investment September 2007Deal Type Buyout

Leading luxury goods retailers in the GCC

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Ishraq Gulf Real Estate Holding Company BSC is a US$150 million investment company that was established in 2005 to invest in the development of high-quality, affordable hotels in the Middle East market and to benefit from the booming Middle Eastern tourism sector. Ishraq invests the equity funding from its anchor investor Dubai International Capital as well from several high-profile Middle Eastern conglomerates including Addax Investment Bank and Arab Real Estate Company (AREC), in order to develop and launch Holiday Inn Express hotels across the Middle East.

Ishraq holds exclusive development and ownership rights for Express by Holiday Inn, the fastest growing budget hotel chain in the world, in the UAE, Kuwait, Qatar, Bahrain and Oman and is a preferred developer in Jordan. Ishraq plans to expand its coverage area by obtaining development rights in other Middle East and North Africa countries.

Ishraq opened the first Express hotel in Dubai in July 2007 and currently has three hotels in operation, with an additional property opening planned in 2009. The latest property, located at Dubai International Airport, will be the world’s largest Holiday Inn Express hotel and will bring the number of rooms in Dubai to over 1000. Further hotel openings are planned in the United Arab Emirates, including Dubai and Abu Dhabi, in addition to Bahrain, Oman and Qatar.

Key Management Sami Al Ansari Chief Executive OfficerAmarjeet Hans Chief Financial Officer DIC Board Members Sameer Al Ansari Executive Chairman – DICAnand Krishnan CEO – DICDavid Smoot CEO – DIC Private EquitySamer Al Saifi CEO - DICAMHadi Badri Executive Director, Chairman’s Office – DICMaissan Al Maskati Director, Emerging Markets - DIC

Company DetailsWebsite www.ishraqholding.comYear Founded 2005Fiscal Year End DecemberCompany Size US$150 million

Leading regional limited service hotel operator

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Jordan Dubai Capital was established in November 2005 as a US$300 million single-country focused investment company intended to source and execute investment opportunities solely in Jordan. Today it is the leading investment vehicle in Jordan, managing assets with a value of over US$ 1 billion.

Focusing on privatisations, buyouts and developmental capital, JD Capital has a diversified and balanced portfolio of assets in key sectors of the Jordanian economy including energy and infrastructure, financial services, real estate and tourism. JD Capital maintains a distinctive edge through its diversified investment approach whilst interacting with the local community to ensure solid contributions towards making a positive difference. JD Capital is split vertically into three main functional divisions - Jordan Dubai Energy & Infrastructure, Jordan Dubai Financial Services, and Jordan Dubai Properties.

As the founder and the largest shareholder in JD Capital, Dubai International Capital continues to provide strong support and advisory services to JD Capital and has played a pivotal role in the completion of major transactions and acquisitions by the company.

Leading investment vehicle in Jordan managing assets with a value of over USD 1 billion

Intends to benefit from the •economic growth, drive for increased consolidation, and shortage of quality Shari’ah compliant financial productsBuilding a well needed capacity •in Jordan through partnering with prominent institutions in the GCC

Public shareholding company listed •on the Amman Stock ExchangeServes as a master planner, •developer and investor in the Jordanian real estate and tourism sectorsOver $500 million worth of projects •under management including a woodland resort and a beachfont resort at the Dead Sea

Advisor, developer and investor •in the Energy and Infrastructure sectorsEquipped with a strong and capable •team with an established track recordMore than $800 million of AUM and •over 3,000 employees

Sector Focus

25


Key Management Samir Al Rifai Chief Executive OfficerIsmail Tahboub Senior Vice President Khaled Quran Chief Financial Officer DIC Board Members Sameer Al Ansari Executive Chairman – DICJawad Qasim Associate Director, Emerging Markets – DIC

Company DetailsWebsite www.jdc.joYear Founded 2005Fiscal Year End DecemberPaid Up Capital US$300 million 2008 Consolidated Revenue US$420 million

2006 2007 2008

8.3% StakeIslamic insurance

company operating under the Takaful insurance concept

August 2006

Direct InvestmentLeading energy saving

company in the Middle East

November 2006

Anchor InvestorMaster planner,

developer and investor in the Jordanian Real Estate and Tourism

sectorsNovember 2007

52% StakeJordan Dubai Islamic

Bank – Parrtneship with DIB to convert existing bank to an Islamic bank

September 2008

28% Stake

Leading investment bank in Jordan

April 2006

51% StakeOwner and operator of power plants that supply 80% of the

generating electricity in Jordan

October 2007

100% StakeElectricity distribution

company serving Southern and Eastern

regions in Jordan

July 2008

55.4% StakeElectricity distribution

company serving Northern region in

Jordan

July 2008

Jordan Dubai Capital Investment Timeline

Continued from previous page

26


The MENA Infrastructure Fund is a specialist US$300 million private equity fund established in the Dubai International Finance Centre (DIFC) and regulated by the Dubai Financial Services Authority (DFSA). As a regional investor, MENA IF targets investments in the infrastructure and energy sectors across the Middle East and North Africa. The fund is sponsored and managed by three investors in the MENA region, Dubai International Capital, HSBC Bank Middle East Ltd and Waha Capital BJSC, providing access to infrastructure sector deal flow through their regional knowledge and relationships.

The fund’s sectors of expertise comprise transport, utilities, energy and social infrastructure.

In October 2007, the Fund completed its first closing at US$300 million and in April 2008 completed its first investment through the acquisition of a stake in Egypt’s Alexandria International Container Terminals. The acquisition of a 32.8% stake in Oman’s United Power followed in 2009.

Key Management Mark Lemmon Chief Executive Officer DIC Board Members David Smoot CEO – DIC Private EquityRami Kilajian Associate Director, Emerging Markets - DIC

Company DetailsWebsite www.menaif.comYear Founded 2007Fiscal Year End DecemberFund Size US$300 million Partners HSBC Bank Middle East LtdWaha Capital BJSC

Investing in the infrastructure and energy sectors across the Middle East and North Africa

27


Och-Ziff Capital Management is a global institutional asset management firm founded in 1994. New York headquartered Och Ziff is one of the largest alternative asset managers in the world, with approximately US$21.5 billion of assets under management for approximately 600 fund investors as of August 1, 2009.

In November 2007, Dubai International Capital acquired a 9.9% outstanding equity stake in the company in parallel with its initial public offering.

In July 2007 Dubai International Capital acquired a 2.87% economic interest in ICICI Bank Limited, the leading Indian financial services firm. The strategic investment represents Dubai International Capital’s first investment in the Indian sub-continent.

ICICI Bank Limited is India’s second-largest bank with total assets of US$75 billion as of March 31, 2009. It offers a wide range of banking products and financial services to corporate and retail customers through a variety of delivery channels and through its specialised subsidiaries and affiliates in the areas of investment banking, life and non-life insurance, venture capital and asset management. ICICI Bank is a leading player in the retail banking market and services its large customer base through a network of over 1,479 branches and about 4,721 ATMs in India in addition to a presence in 18 countries.

Oger Telecom is a leading provider of telecommunications services operating fixed-line, mobile communications and Internet access businesses in Turkey, South Africa, the Kingdom of Saudi Arabia, Lebanon and Jordan. Oger Telecom acquired a 54.5% interest in Türk Telekom in 2005 and a 75% interest in Cell C in 2006. Türk Telekom acquired a controlling stake in Avea in 2006.

Dubai International Capital invested US$200 million in Oger Telecom in August 2007 and a 1% stake was divested in 2008.

Other Investments

28


Selective Exits to Date

Fully divested in April 2006

Fully divested in June 2006

Fully divested in July 2007

Fully divested in September 2008

Partial divestment of 80.0% in May 2007

Partial divestment of 2.5% in July 2008

Partial divestment of 1.0% in July 2008

29


Industry awards:

MENA Private Equity Firm of the Year • (Dow Jones Private Equity News, 2008)

Management Awards:

• Rankedinthetopdecileforemployeesatisfaction;DICisoneoftheworld’stopemployers (TRI*M 2007 Employee Satisfaction Survey, measured against global benchmarks, 2008)

• DIClegalteamawarded“BestLocalCorporateIn-HouseLegalTeamoftheYear” (Dubai Corporate Counsel Group 2008 Awards)

• SameerAlAnsarirecognizedasoneofthe“50MostInfluentialPeopleinPrivateEquity” (Private Equity International, 2007)

• SameerAlAnsarireceivedthe“SpecialMeritAwardforOutstandingContributor” (Private Equity World MENA Awards, 2007 and 2008)

• SameerAlAnsarirecognizedintheTop100ofthe“World’sMostInfluentialArabs” (Arabian Business magazine, 2007)

• SameerAlAnsariranked11thontheArabianBusiness2008Power100list (Arabian Business magazine, 2008)

• SameerAlAnsariawardedHonoraryDoctoratebyLoughboroughUniversity(July 2009)

Corporate Awards:

• Rankedthe18th“mostadmiredcompanyintheGCC”(Arabian Business magazine, 2007)

• NamedMENAPrivateEquityFirmoftheYearinthe6thannualAwardsforExcellencein Private Equity Europe 2008 (Dow Jones Private Equity News, 2008)

Portfolio Company Awards:

• Doncastersranked#3in“10BiggestBuyoutswithFastest-GrowingProfits”(Sunday Times, 2007)

• Merlinranked#4in“10BiggestBuyoutswithFastest-GrowingProfits”(Sunday Times, 2007)

• AllianceMedicalin“Top100PEBackedFirmswithFastest-GrowingProfits”(Sunday Times, 2008)

• Merlinranked#1in“Britain’s10biggestprivateequity-ownedcompanieswithfastest-growingprofits” (Sunday Times, 2008)

• Doncastersranked#8in“Britain’s10biggestprivateequity-ownedcompanieswith fastest-growingprofits”(Sunday Times, 2008)

• AllianceMedicalreceives“BestManagementTeamAward”(Sunday Times, 2008)

• AllianceMedicalranked#70in“Britain’s100biggestprivateequity-ownedcompanieswith fastest-growingprofits”(Sunday Times, 2008)

• Merlinranked#1in“Britain’s10biggestprivateequity-ownedcompanieswith fastest-growingprofits”(Sunday Times, 2009)

• AllianceMedicalranked#93in“Britain’s100biggestprivateequity-ownedcompanieswith fastest-growingprofits”(Sunday Times, 2009)

Industry recognition

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Contacts

DubaiDubai International Capital LLCThe Gate, East Wing, 13th FloorDIFC, Sheikh Zayed RoadP.O. Box 72888DubaiUnited Arab Emirates

Telephone: +971 4 362 1888

LondonDubai International Capital (Europe) Ltd.9th Floor21 Palmer StreetLondon SW1H 0ADUnited Kingdom

Telephone: +44 (0) 207 808 1700

Email: [email protected]

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