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Beltone Financial

CREDENTIALS August 2011

Leading Transformation

Our Vision

Enriching individual, corporate and community wealth by engaging in transformational relationships

CULTURESYNERGY

TRANSFORMATION

Beltone

Clients

Community

2

Beltone is a catalyst in the MENA region, innovatively leveraging synergies to benefit stakeholders

Our Mission

INNOVATION

Beltone

Clients

Community

3

Beltone’s culture is the source of empowerment that drives transformation in our clients and the financial community we serve

Our Values

Community

CULTURE

Beltone

Clients Community

4

•To provide clients with the very best service at every level of Beltone’s operations

•To continue to create

•To provide clients with seamless execution

Our Pledge

5

Our Office Locations

Beltone offices

• Cairo• Dubai• New York• Doha

• Tripoli• Benghazi• London*

* Under establishment

With our network of offices we link clients from every corner of the world to every market in MENA

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Our Company

BeltoneInvestment Banking

HQ Cairo

BeltoneAsset Management

HQ Cairo

Beltone Fixed Income

HQ Cairo

Beltone Private Equity*

HQ Cairo

Beltone Securities Brokerage

HQ Cairo

BeltoneSecurities Holding

HQ Cairo

BeltoneFund Administration

CompanyHQ Cairo

BeltoneFinancial Emirates

Dubai

BeltoneFinancial Qatar

Doha

BeltoneFinancial Libya

TripoliBenghazi

Beltone Enclave USA

New York

BELTONE FINANCIAL HOLDING

* Affiliate of Beltone Financial Holding

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Our Business

ASSET MANAGEMENT

• Fastest growing AUM in Egypt

21.7bn E£ under management

More than

INVESTMENT BANKING

• Unique MENA focus for advisory and capital raising

55bn E£ in transactions

More than

BROKERAGE

• Multiple MENA markets access• MiFID compliant institutional offering

Rank #2In trading Q1 2011

In Egypt

PRIVATE EQUITY

• Invests in attractive industries with capable management characterized by a sustainable competitive advantage

2.1bn E£ in asset value

More than

RESEARCH

• Expert regional knowledge• Expanding coverage of companies and key

industry sectors across MENA

Over 58 companies

Research covering

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Growth | Milestones and Achievements

2002Vision

• Brought together financial professionals in Egypt and Saudi Arabia who believe in a culture of ownership

2003 - 2004Innovation

• Introduced first Money Market accounts, Corporate Pension plan

• Assets Under Management exceeded E£ 1.5 billion

• Investment Banking completes first transaction

• Beltone Research established

• Brokerage moved to Beltone HQ

• Banking licence approved in KSA

• Research expands through MENA

• Private Equity capitalized with E£ 1.5 billion for investment in promising synergies

• Assets Under Management reached E£ 8 billion

• Beltone acquired 40% of Trust Group for Securities in Egypt

2005Consolidation

2007Stature

• Beltone Asset Management launches its MENA Fund

• Office opened in New York promoting MENA investment

• Assets under Management exceeds E£ 27 billion

• Investment Banking executes 23rd transaction

• Assets under Management exceeds E£ 14 billion

• Custody office approved by CMA

• Research expanded to cover 30 companies

2006 Growth

Investment banking growth 2004 to dateE£ million

2004 400

8002005

2,6002006

4,0002007

20,8002008

23,8972009

2008Maturity

•Beltone acquires Obelisk brokerage

•Beltone Asset Management launches another equity fund sponsored by Suez Canal Bank

•Beltone Brokerage ranks no.1 in Egypt for the first half of 2008

•Beltone Private Equity setup US$150 million Midcap fund

•Office opened in Qatar

•Office opened in Libya

2009Expansion

•Beltone Asset Management launches Money Market Fund with ABC, HSBC and Banque Du Caire

•Beltone Asset Management launches Periodical return fund with Misr El Kheir

•Beltone Brokerage ranks no.1 in Egypt for 2009

2010•Beltone Asset Management launches

Money Market Fund with Arab Bank

•Beltone Asset Management launches “Insight Fund”, a technically driven Egypt Equity Fund

•Beltone Asset Management launches a balanced fund with NSGB

Beltone Employees 2003 to date

2007 185

2008 292

2009

2010

293

310

2006 145

2005 75

2004 46

2003 3

AUM 2003 to dateE£ million

8,0002005

14,4002006

21,1002008

26,100

22,722

2009

2010

27,7002007

1,5002004

2003 300

3,1302010 2011 29121,6742011

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Investment Banking

• Unparalleled MENA market expertise

• Financial advisory and capital-raising services

• Scrupulous state-of-the-art investment banking practices

• Expertise advising and supporting family groups in strategic transformation

• Assisting clients on cross-border initiatives: International players seeking opportunities in MENA or MENA-based companies looking for international expansion or funding

Investment Banking growth 2004 - 2010Transaction volumes in E£ billion

E£ 55.5 billion in 42 transactions closed over the past six years

M&A transactions

• Mergers

• Acquisitions

• Divestitures

• Corporate restructuring

• Leveraged buyouts

Capital and debt-raising transactions

• Initial Public Offerings

• Private placements

• Debt-structuring

2004 0.4

0.82005

2.62006

4.02007

20.8

23.9

3.1

2008

2009

2010

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Investment Banking | Landmark Transactions

Initial Public Offering of Amer Group

The global offering of Amer Group, a leading real estate developer in Egypt. Beltone, as the Sole Global Coordinator and Bookrunner, advised the business on a complete corporate and organizational restructuring culminating in raising USD 200 million in expansion capital and secondary share sales.Beltone succeeded in attracting significant western institutional demand for the offering, demonstrating strong placement capabilities with international investors.

1,150m E£ Initial Public Offering

EAgrium merger with MOPCOOrascom Development Holding AG

4.1bn EGP Merger

16.7bn E£ Acquisition

Beltone acted as the sole financial advisor to EAgrium in its USD 2.5 billion merger with Misr Oil Processing Company (MOPCO). Throughout the process, Beltone served numerous advisory roles. Beltone carried out a relative valuation for both entities, advised EAgrium throughout the negotiations with MOPCO with respect to the valuation and deal structure, and finally executed the transaction in a timely manner. Beltone also advised the merged entity on a USD 120 million bridge debt-financing

E£ 16.7 bn tender offer by Orascom Development Holding AG resulting in 98% acquisition of Orascom Hotels & Development via a share swap with a cash option. Beltone acted as the sole financial advisor for the company in the tender offer in the largest tender offer in Egypt with around 98% of shareholder opting for the swap thus reducing the financing burden on the company

ENPC

5.8bn E£ Project Financing

Beltone jointly advised ENPC, a fully owned entity by Misr Fertilizer Production Company, on the project finance syndicated facility of USD 1.1 billion for the construction and operation of 2 urea/ammonia production trains. It is considered to be the largest transaction to be fully underwritten by local Egyptian banks. Signing of the loan agreement and drawdown occurred in Dec.09

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Investment Banking | Landmark Transactions

National Drilling Company

403m E£ Share sale

E£ 403 million sale of National Drilling Company, an Egyptian drilling company with operations in Libya, to Al Safat Investment. Beltone represented the selling shareholders in divesting 60% of the business

Amwal Arabia and Arabia Cotton & Ginning Company

734m E£ share swap

E£ 734 million share swap between Amwal Arabia and Arabia Cotton & Ginning Company. Beltone engineered a complex capital markets solution to the shareholders of both companies, which created the leading integrated textiles player in the Middle East

& Ginning Company& Ginning Company

Initial Public Offering of GB Auto

1.27bn E£ Capital Increase

The global offering of GB Auto, the leading automotive player in the Middle East. Beltone advised the family business on a complete corporate and organizational restructuring culminating in raising E£ 1.27 billion in expansion capital in 2007’s most successful IPO in Egypt

Bond Offering of GB Auto

1.0bn E£ Bond Offering

The bond offering of GB Auto, the leading automotive player in the Middle East. Beltone advised the publicly listed company on the issuance and listing of an EGP 1.0 billion non-convertible bond

GB Auto Joint Venture with Al-Kasid Group

440m E£ Investment

E£ 440 million investment in a joint venture with Al-Kasid Group, Hyundai Motor Company’s agent in Iraq. The 50-50 joint venture will act as a vehicle for importing and distributing Hyundai cars and spare parts in Iraq as well as building Iraq’s leading after-sales service franchise.

Orascom Development Holding AG

969m E£ capital increase

CHF 190 million initial public offering for Orascom Development Holding AG. Beltone is the first Egyptian company to co-manage a global public offering for a European based company, Beltone also was the sole listing advisor for the company in Egypt

Abraaj Capital/Al Borg Laboraties

778m E£ Acquisition

Abraaj Capital Ltd acquired Cairo Medical Tower Laboratory S.A.E (Al Borg Laboratories) for a total consideration of EGP 778 million. Beltone counseled Abraaj on a strategy to pre-empt a rival bid and executed in a notably short time period

Samcrete Egypt

4.1bn E£ Acquisition

Beltone advised on the sale of 99.6% of Samcrete Egypt Contractors & Engineers to Samcrete for Engineering Investments through a share swap for a total consideration of E£ 4.1 bn

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Investment Banking | Corporate Clients

Modern Nile Cotton

Saudi Arabian Insurance Co

Weather Investments

Arab Cotton Ginning

Al-Ahlia Cooperative Insurance

“ŒºŒßB�‹A

13

E£ 14,052,600,000(USD 2,532,000,000)

EAgrium’s merger with MOPCO

Exclusive Financial Advisor

January 2009

E£ 4,069,656,000(USD 735,372,795)

Merger with Samcrete for Engineering Investments

Sole Financial Advisor

December 2009

E£ 5,775,000,000(USD 1,050,000,000)

ENPC ProjectFinancing

Financial Advisor

December 2009

E£ 440,000,000(USD 80,000,000)

Joint venture between GB AUTO and Al-Kasid Group

of Companies


February 2010

E£ 1,000,000,000(USD 181,818,182)

Bond Offering

Financial Advisor

May 2010

E£ 222,580,449(USD 38,709,643)Acquisition of 50% of Kandil Glass by North

Africa Holding Company

Financial Advisor

November 2010

E£ 312,000,000(USD 56,727,273)

Capital Raising


May 2010

E£ 1,150,000,000(USD 200,000,000)

Initial Public Offering

Sole Global Coordinator and Bookrunner

November 2010

Investment BankingFinancing Transactions | M&A and Corporate Advisory

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E£ 734,242,283(USD 131,036,539)Acquisition of Amwal al Arabia by Arab Cotton Ginning via share swap


October 2007

E£ 308,000,000(USD 56,850,640)

Capital Raising


March 2008

E£ 778,299,525(USD 143,978,364)

Acquisition of 76.9% of Cairo Medical Tower Laboratory

(Al Borg Laboratories)Via a tender offer


May 2008

E£ 16,725,103,579(USD 3,093,992,711)

Acquisition of 98.1% of Orascom Hotels and

Development via a tender offer


May 2008

“ŒºŒßB�‹A

E£ 969,000,000(CHF 190,000,000)

Global Public Offering and dual listing in Egypt and

Switzerland

Co-Manager on the offering and sole listing advisor in Egypt

May 2008

EGP 402,704,224(USD 74,640,927)

Sale of 60% of National Drilling Company to Al

Safat Investment


June 2008

E£ 371,000,000(USD 70,000,000)

Joint venture between GB AUTO and Marco Polo


June 2008

E£ 671,132,400(USD 120,000,000)

ENPC Bridge Finance

Financial Advisor

January 2009

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E£ 1,350,000,000(USD 232,161,006)Structuring and capital raising for a Greenfield

sugar manufacturing plant


December 2006

E£ 387,464,000(USD 66,829,602)Sale of Sprea Misr and

Plastichem to IFI, a subsidiary of EK Holding


March 2007

E£ 210,000,000(USD 36,220,698)

GB Auto’s acquisition of a 49% stake in CITI


March 2007

Value Not DisclosedEl Nasr Clothing (Kabo) acquisition of Wave for Trading and Agencies


April 2007

E£ 103,000,000(USD 17,798,514)Pre-IPO financing via

convertible loan


May 2007

E£ 1,270,870,293(USD 221,284,923)Initial Public Offering

Global Coordinator, Lead Manager and Sole Bookrunner

July 2007


E£ 278,619,625(USD 49,723,848)

Acquisition of 28.9% of Semiramis Hotels via a

tender offer


October 2007

Rolaco Hotels

E£ 150,000,000(USD 26,769,748)Acquisition of Cougar Capital Management


October 2007

R. Ghabbour

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E£ 340,000,000(USD 58,262,476)Initial Public Offering

Lead Manager and Sole Bookrunner

May 2005

E£ 90,000,000(USD 15,495,201)The sale of Enjoy to a

strategic investor


October 2005

E£ 44,426,466(USD 7,665,022)

Modern Nile Cotton bid for El Nasr Clothing and

Textiles (KABO)


September 2005

E£ 350,000,000(USD 60,242,415)

Placement of equity piece in Weather Investment’s

acquisition of Wind

Lead Placement Agent

August 2005

Weather Investments

E£ 70,000,000(USD 11,971,419)Acquisition of a global Swiss trademark and

subsequent capital raising


June 2006

E£ 100,000,000(USD 17,220,922)

Capital Increase in Mena for Touristic and Real Estate

Development


August 2006


E£ 575,000,000(USD 99,071,656)

Capital Increase in Orascom Hotels and

DevelopmentCo-advisor and Placement

Agent

November 2006

E£ 464,069,650(USD 79,806,575)

Acquisition of a 26% stake in NCHD by a consortium

led by Beltone Capital


December 2006

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E£ 375,857,349(USD 60,006,506)

Sale of Celtel International’s shares in

Vodafone Egypt

Lead Placement Agent and Bookrunner

September 2004


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Investment Banking | Significant Transactions in KSA

SAR 200,000,000(E£ 309,250,000)Initial Public Offering

Financial Advisor and Arranger

February 2007

E£ 40,000,000(E£ 61,729,200)



May 2007



October 2007

Trade Union Cooperative Insurance



October 2007

Al Sagr Cooperative Insurance

SAR 40,000,000(E£ 61,729,200)



May 2007

Saudi Arabian Cooperative Insurance

SAR 40,000,000(E£ 61,729,200)



May 2007

Al-Ahlia Cooperative InsuranceSAR 70,000,000(E£ 108,237,500)

Capital Increase

Financial Advisor

February 2007

SAR 357,000,000(E£ 511,420,350)

Sale of 55% of Al Sawani to Global Investment

House

Financial Advisor

July 2008

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• Banque Misr Money Market Fund in E£, US$ and Euro

• 401(k)-type tax efficient savings plan• Beltone MENA Equity Fund• Suez Canal Bank Equity Fund• ABC Money Market Fund in E£• HSBC Money Market Fund in E£• Misr El Kheir Periodical return Fund E£• Arab Bank Money Market Fund E£• Banque Du Caire Money Market Fund E£• Beltone Technical Fund• NSGB Balaced Fund

Asset Management

Beltone Asset Management is the leader in its industry, with assets under management in excess of EGP 21.7 billion*, driven by our capacity to continuously introduce innovative products

PRODUCT SNAPSHOTS

* As of July 31st, 2011

• Equity funds and portfolios investing in Egypt and the MENA region

• Shariaa compliant equity funds and portfolios investing in Egypt and MENA

• Fixed income funds and portfolios as well as Shariaa compliant products

• Saving and pension plans

• Money market funds and accounts

Launched with Banque Misr and Egypt Post - the first in MENA

• E£, US$ and Euro

• Low minimum entry - E£ 10,000

• No entry or redemption fees

• Linked to ATM machines

• Interest added daily

• Liquidity

• Flexibility

• More funds in the pipeline sponsored by prominent Egyptian banks

• Fixed Income Fund

• Balanced Fund

• 2 Money Market Accounts

• ETF

Launched with Suez Canal Bank

• Low minimum entry - E£ 5,000

• No minimum post initial subscription

• No entry or redemption fees

• Daily subscription and redemption

The MENA Equity Fund is listed on the Irish Stock Exchange in Dublin

• The Fund invests in companies listed in MENA

• The Fund invests up to 10% in pre-IPO’s

• Safe Haven Provision

• Low minimum entry (US$ 10,000)

PRODUCT OFFERING

MONEY MARKETS ACCOUNTS

PRODUCTS UNDER MANAGEMENT

MENA EQUITY FUND

PRODUCT PIPELINE

EGYPT EQUITY FUND

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Asset Management | Wide Range of Product Offerings

Through our knowledge in launching and managing funds, we have gained the experience of the regional asset management business which enabled us to develop innovative products that cater to varying risk-return profiles through offering different asset classes and management styles across MENA

Money Market

Fixed Income

Capital Guaranteed

Balanced

EquityLeveraged Equity

Risk

Retu

rn

• Bahrain • Egypt • Libya • Lebanon • Jordan • KSA • Kuwait • Morocco • Oman • Qatar

• Tunisia • UAE

Remarkable industry experience catering toall investor profiles

More than 12 years of regional experience

• From Money Market to leveraged Equity • From Plain Vanilla to Structured Products • From Morocco to Oman • From Conventional to Islamic

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Asset Management | Diligent Investment Process

Specialization and focus, combined with Beltone’s Country-Country-Sector (CCS) value added fundamental process result in lucrative stock selection and exceptional performance

SPECIALIZATION AND FOCUS

Specialized independent departments supporting a focused Portfolio Manager, scrutinized by internal audit and compliance

DILIGENT INVESTMENT PROCESS

Country focused portfolio managers & sector driven analysts create a ‘top down’ approach with a ‘bottom up’ over-lay implemented and monitored through daily, weekly and monthly meetings

FUNDAMENTAL APPROACH WITH THE MAIN ALPHA DRIVERS

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BELTONE CAPITAL

Beltone Capital, our first fund, was established in the second half of 2006, to invest in Egyptian companies with strong, capable management, privatization and turnarounds.

583 mEGP raised

NAV 641 m

BELTONE INVESTMENT GROUP

Beltone Investment Group, a buyout fund, was established in December 2006. It has EGP 418 million fully invested in a controlling stake in a leading real estate development company with one of the biggest land banks in Egypt.

418 mEGP raised

NAV 460 m

NAV 313 m

CAPITAL PARTNERS FOR TOURISM MAHASEEL AGRICULTURE INVESTMENT FUNDBELTONE MIDCAP

Capital Partners for Tourism, a buyout fund, was established in April 2010 to invest alongside Beltone Capital in Pickalbatros Holding, a leading budget hotel owner and operator.

MAHASEEL Agriculture Investment Fund, a partnership between Beltone and Kenana, was established in March 2010 to invest in equity and quasi-equity investments in the agriculture sector, agro-food business, and agro-related industries and services.

Beltone Private Equity is in the process of launching an SME fund, Beltone MidCap, in partnership with SIGEFI, the management arm of Siparex Group, a leading French private equity specialist in SME’s.

313 mEGP raised

500m-1bUSD expected to close by end of Q1 2012

39.2 mUSD raised

REAL ESTATE

A specialty real estate investment vehicle focused on acquiring, refurbishing and leasing of historic real estate assets in Downtown Cairo.

380 mEGP raised

NAV 431 m

Private Equity | Current funds

As at end of July 2011, Beltone Private Equity had assets under management of more than EGP 2.1 billion

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• Structured as an investment company under Egyptian law

• Paid-in capital of EGP 583 and NAV of EGP 641 million

• Currently raising capital by EGP 116.5 million to fulfill imminent requirements of sizeable deal flow

• Seeks control through majority stakes either directly or in combination with co-investors and related firms

• Maximum exposure of 20% per investment, and 25% per sector

• Diverse base of shareholders including the European Investment Bank and prominent Egyptian and Saudi high net worth individuals

Headline Terms

BĒARDGIZA SYSTEMS

• Beltone Private Equity launched Beltone Capital in 2006, having raised 583 million to invest predominantly in Egyptian companies with strong, capable management and growth prospects. The fund is fully committed and invested

• Beltone Capital is invested in a variety of portfolio companies, the first of which was Giza Systems, one of Egypt’s most prominent system integrators and the market leader in the Egyptian telecommunications and utilities IT space

• Other investments include a manufacturer of flatware and hollowware, an acquisition that included the purchase of the Swiss brand, BĒARD, a favorite among 5-star hoteliers worldwide. BĒARD has operations in both Egypt and Mexico, and the roll-out plan includes three additional factories under construction globally, with substantial growth prospects for this business

• In addition, the Beltone Capital has co-invested in Medinet Nasr Housing and Development, alongside Beltone Investment Group, a special-purpose vehicle established for the Medinet Nasr acquisition, and is participating in a niche-based real estate project.

• Beltone Capital is also an investor in the Beltone Retail Fund, a specialized fund committed to consolidate successful retail operations and franchises with a focus on the Egyptian and MENA retail sector

• Beltone Capital also co-invested alongside Capital Partners for Tourism, a buyout fund, established to invest in Pickalbatros Holding, a leading budget hotel owner and operator

Description

Private Equity | Overview of Beltone Capital

MNHD PICKALBATROS HOLDING

24

• Launched in December 2006, BIG is a buyout fund with EGP 418 million raised for the purpose of co-investing alongside Beltone Capital in the acquisition of Medinet Nasr Housing and Development, one of the most undervalued real estate assets traded on the Egyptian Stock Exchange, with a historically problematic land bank of over 10 million square meters.

• In December 2006, Beltone Private Equity launched a tender offer for the acquisition of 40% of Nasr City, and successfully acquired 31.2% of the company in its second attempt

• As MNHD’s largest shareholder, Beltone and its affiliates currently have 4 out of 9 Board of Directors, and a managing director elected by the board

• The buyout fund has provided Beltone a new track record in real estate, which has ultimately come to reshape the focus of our future investment strategy

• Beltone Investment Group is currently valued at EGP 460 million as of July 31st, 2011

Date of initial investment: 2006

% of ownership*: 31.2%

Total commitment*: EGP 560 m

Market Value 31/7/2011*: EGP 620 m

*Note: these figures include co-investment by Beltone Capital, and include incremental purchases since the tender offer date

Description Basic Statistics of the Investment

Investment StrategyPHASE I

CHANGE OF CONTROL PROBLEM RESOLUTION VALUE CREATION REALIZATION OPTIONS

PHASE II PHASE III PHASE IV

• Government control to private control

• Resolution of long-standing land disputes with various authorities

• Identification of new management

• Creation of a master development plan for large plots, and development of plots internally as well as through joint ventures with prominent developers

• Operational restructuring of subsidiaries

• Land bank acquisition

• Strategic sale of company

• Divestiture of equity stake

• Merger

Private Equity | Overview of Beltone Investment Group

25

• Established in April 2010, CPT is a buyout fund with EGP 313 million raised for the purpose of co-investing alongside Beltone Capital in the acquisition of a minority stake in Pickalbatros Holding (“Pickalbatros”)

• Pickalbatros was established in 1992 by Kamel Abou Aly as a privately-owned resort and hotel property owner and operator

• Pickalbatros specializes in the development and management of a wide variety of hotel properties located in prime destinations in Egypt and Morocco

• Today, Pickalbatros owns, rents, manages and operates 16 hotels and resorts in strategic locations throughout Egypt and Morocco, with a total capacity of approximately 7,500 rooms

• Pickalbatros offers customers various tourist attractions, family and entertainment services

• Pickalbatros is the leading provider of integrated leisure and hospitality services…

• …Boasting the largest portfolio of hotels, resorts, and various tourist attractions

• …Owning, renting, managing and operating approximately 7,500 rooms between 16 hotels and resorts

• …Possessing the largest market share in the Hurghada 4- and 5- star hotel market of 17%

• …Boasting impressive average occupancy rates of 94%, positioned as a leader in the resort and all-inclusive hotel market, with average room rates at USD 66 in 2009

• …Operating a successful business model based on efficient and timely property development, customer targeted marketing and sales strategy and leveraging a global network of agents

• …And is well positioned to capture the anticipated growth in the hotel market

• …Enjoying revenue and EBITDA growth at a CAGR of 39% and 41%, respectively, over the past three years

Vintage Year: 2010

% of Ownership: 18.8%

Total Commitment*: EGP 435 mn

*Note: these figures include co-investment by Beltone Capital, and include incremental purchases since the tender offer date

Description

Investment Highlights

Basic Statistics of the Investment

Private Equity | Overview of Capital Partners for Tourism Ltd.

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• The project is a unique niche-based real estate development project, created in association with a dedicated project sponsor

• Co-founded by Beltone Private Equity and Amwal al Khaleej, and managed by Beltone Private Equity

• The project’s vision is to acquire, evict, and refurbish historic real estate assets that are architecturally superior

• It also involves the creation of building clusters to develop commercial pedestrian districts that are aesthetically congruent

• Returns are to be generated from rent as well as asset appreciation

• The project is a long-term venture that aims to have a property development and property management function to optimize returns to shareholders

• Target: one million sqm in Cairo’s Downtown area, providing critical mass to enable the creation of an integrated commercial location, leading to asset appreciation

Vintage Year: 2008

Total paid-in capital: EGP 380 m

NAV: EGP 431 m

Description Basic Statistics of the Investment

Private Equity | Overview of Beltone’s Down Town Real Estate Project

Project Phases

1. BUILDING ACQUISITION 2. EVICTION 3. RENOVATION

To date, 20 buildings covering a total built up area of 70,000 sqm have been acquired, while 26 buildings are in the due diligence and deal closure phase of the acquisition process

The project is in the process of raising EGP 500 mn of external capital to finance additional acquisitions

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• Incorporated in Luxembourg

• Sub-Funds are closed ended for a duration of 8 years each, extendable to 10 years

• General Partner is a partnership between Beltone Private Equity and SIGEFI Private Equity

• Investment Manager is Beltone Private Equity

• Investment Period is 4 years

• First Closing was Q4 2009

• Invests in significant minority stakes and selected majority in companies with operating history, with revenues of USD 5-50 million per annum

• Investment size ranges between USD 5 – 10 million

• Maximum exposure of 10% per investment and 25% per sector

Headline Terms

• Beltone MidCap Fund is targeting to raise USD 200 million to invest in two Sub-Funds, in Egypt (USD 100 million) and the GCC (USD 100 million). The Egypt Sub-Fund had its first closing on September 15th 2009 with secured commitments of USD 30.5 million, and its second closing on July 15th 2010 with secured commitments of USD 39.2 million. Final closing is expected to be on March 31st 2011. The GCC Sub-Fund’s is expected to have its first closing in 2011

• The Fund was created to capitalize on the underdeveloped status of the SME sector in Egypt and the GCC region, to fulfill funding requirements of this underserved segment, and to promote the SME role in economic development at large

• The General Partner is Beltone MidCap Management S.A, a partnership between Beltone Private Equity 75%, and SIGEFI 25%, the private equity management arm of France’s Siparex Group

• Founded in 1977, Siparex has a top-notch reputation recognizable by the most prominent French and international investors as a specialist in the investment management of SMEs

• Sectors of interest identified for the Egypt Sub-Fund are those with competitive edge and export potential, including but not limited to niche-based textiles, food processing and agri-business, plastics and packaging, and services

• The Fund already has a pipeline of six companies under consideration, with important criteria including companies displaying rapid growth potential, ambitious and dynamic management, clear competitive distinction, ability to create value by focusing on core strengths of Beltone and SIGEFI, and potential upside in exit

Description

Private Equity | Overview of Beltone MidCap Fund

Beltone and SIGEFI: A unique and complementary partnership addressing the SME challenge

BELTONE PRIVATE EQUITY SIGEFI / SIPAREX

• Regional presence

• Access to deal flow

• Fund-raising capabilities

• Structuring expertise

• Strong understanding of domestic investment dynamics

• SME experience

• Corporate governance and technical support

• European business network

• Investment advisory support

Lack of a robust and dynamic medium enterprise sector has resulted in what has come to be known as “the missing middle” syndrome,

resulting in weak linkages between the large-scale and SME sectors, and dependence on imports to fulfill the requirements of large corporations

Beltone and SIGEFI, by providing access to capital, human resources, and strategic direction to SMEs, aim to play an integral role in promoting the sector

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• MAHASEEL L.P. is a Cayman Islands exempted limited partnership

• Target Size: USD 500 million to USD 1 billion

• Fund Term: 8 years extendable by 2 consecutive one year periods

• Investment Period: 5 years

Headline Terms

MAHASEEL provides investors the potential opportunity to achieve medium to long-term capital appreciation through direct exposure to the agriculture and agribusiness sector by offering:

• A unique investment proposition that seeks to address the region’s food security concerns

• A compelling investment mandate that covers attractive Greenfield projects and private equity opportunities in the agriculture sector, agribusiness and agro-related industries and services

• A comprehensive investment approach that combines traditional and industrial agriculture across Sudan and Egypt

• An integrated investment strategy that focuses on opportunities arising from variable demand and supply needs across countries in the Middle East and North Africa region

The fund will focus on investing across the wide agriculture spectrum; starting with opportunities in primary agriculture business through to the value added, food processing, and retail businesses in the MENA region, with an initial focus on Sudan and Egypt

Egypt: Huge Market With Enormous Demand Potential

Sudan: Immense Agriculture Potential and Need for Rural Development

GCC: Abundant Capital Resources and Interest in Food Security

Description

Fund’s Investment Strategy

Private Equity Overview of MAHASEEL Agriculture Investment Fund

LOGISTICS&

DISTRIBUTION

PROCESSING &

MANUFACTURING

RETAIL OF AGRICULTURAL

& AGRO-RELATED PRODUCTS

AGRICULTURE - FARMING & PROCESSING

AGRICULTURE VALUE CHAIN

الــزراعــي لإلسـتـثـمــار AGRICULTURE INVESTMENT FUNDصـنــدوق

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Securities Brokerage

Single broker contact available in markets with Beltone presence

• Egypt• UAE

Beltone Securities focuses on institutional investors from the US, Europe and the region along with high-net-worth individuals, executing and settling seamlessly in several markets by leveraging a strong proprietary network as well as strategic partnerships

Brokerage clients• US• UK• Ireland• Germany• Switzerland• Egypt

• France• Kuwait• KSA• UAE• Bahrain • Qatar • South Africa

over 1,200 clients worldwide

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Securities Brokerage | Landmark Transactions

Transaction: Orascom Building Materials

Buyer: LAFARGE

Seller: OCI

Date: January 2008

Value: EGP 71 billion

Orascom Building Materials Holding

Transaction: EFC

Buyer: OCI

Seller: ABRAAJ Capital

Date: March 2008

Value: US$1.6 billion

Egyptian Fertilizers Company

Transaction: Placement

Buyer: Institutional Investors

Seller: Ripplewood

Date: December 2009

Value: EGP 765m

Commercial International Bank

Transaction: ECHCO

Buyer: DP WORLD

Seller: OCI

Date: February 2008

Value: EGP 3.7 billion

Egyptian Container Handling Co.

Buyer: Sanpaolo IMI SPA

Seller: Government of Egypt (GOE)

Date: October 2006


Bank of Alexandria

Merger: Banque du Caire with Banque Misr

Date: May 2007


Banque Misr Banque du Caire

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Research

Beltone Research Products

Company-Specific ProductsGeneral Market Products Sector-Specific Products

• MENA Morning Bell, that covers regional daily news

• MENA Daily Statistics, that covers regional markets’ performance

• Between Bulls and Bears, that covers regional technical analysis

• Initial Coverage Reports

• Company Update Reports

• Company Newsflash Reports

• Sector Reviews

• Regional Economic Research

• Regional Strategy Research

• Thematic Research

Beltone’s Research Department is acknowledged as the authoritative source for qualitative and quantitative information on the MENA region’s rapidly expanding capital markets. By the end of 2011, coverage will extend across the difference sectors within the region, to reach more than 70 stocks.

RESEARCH PUBLICATIONS

2006

2007

2008

2009

44

72

92

131

2005 5

COMPANY COVERAGE | MENA REGION

2006

2007

2008

2009

12

31

53

58

2005 5


2010

2011

147

147*

2010

2011

56

58*

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Research | Countries Covered and Distribution

• Algeria • Austria • Bahrain • Belgium • Canada • Chile • Cyprus • Czech Republic • Denmark • Egypt • • Libya • France • Germany • Greece • Hong Kong • Italy • Japan • Jordan • KSA • Kuwait • Lebanon • • Malaysia • Netherlands • Norway • Pakistan • Philippines • Qatar • South • Africa • Switzerland • Syria •

• Thailand • Turkey • UAE • UK • Ukraine • USA • Yemen •

Covered by research

Research distributed 32 countries

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Beltone Securities Holding

The Custody team comprises highly qualified industry specialists with experience in leading regional and international investment banks.

Beltone Securities Holding is regulated by the Egyptian Capital Market Authority. Assets and processes are in compliance with all regulations in the diverse markets in which Beltone operates.

• Safe custody of assets

• Income and dividends collection

• Corporate action processing

• Proxy voting processing

• Standard custody reporting

Currently more than E£18.5 billion*. Investors benefit from fast execution and settlement through the efficient receipt, delivery and safekeeping of securities, cash and foreign exchange

Beltone Securities Holding gives clients the benefit of their assets held under direct operational control for rapid and seamless exectution


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Beltone Academy

The Beltone Academy, first established in 2007, ensures the constant flow of excellent talent into Beltone. Out of hundreds of applicants, only the top 20 are selected after rigorous testing and interviews. The academy courses are designed to develop their knowledge and skills to pursue their careers in the financial services industry.

• Develop a world class financial services industry in the MENA region

• Taking a leadership role to develop a core of top-notch professionals

• Investing time and resources to identify and mentor future leaders

• Sharing Beltone’s global knowledge, skills and experience

• Offering young people unrestricted opportunities

• Contributing to MENA’s overall economic growth

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