Private Placement New Investment Bank

Closed Shareholding Bank Compliance with Islamic Shariah.

Contents
The bank, Mission, and Main Objectives. Management Policies & Systems. Shariaa 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 Shariaa 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 Shariaa 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 .

Shariaa Committee
The banks activities will be supervised by a Sharia'a committee comprised of respected Islamic scholars who will review the banks 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 shariaa 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 Regions need to develop the infrastructure The Political Stability in the region Government Directives encouraging the private sector to invest in energy and housing sector Governments 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 Banks 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 Net income Total assets

23.6

24.0

31.6

38.6

48.2

11.1

16.7

22.3

28.8

36.5

207.1

239.6

285.7

349.7

425.0

Total equity
ROA ROE

111.1

124.8

142.1

163.9

191.4

%5.34

%6.97

%7.80

%8.24

%8.59

%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 Banks employees having varied experiences Working within the Shariaa 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 founders 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 TEAM 1. 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. 20012003 CEO Khaleej Finance & Invest. Co. - Bahrain. 19992001 General Manager of Bahrain & Qatar Branches of Mashreq Bank. 19911999 VP Marketing, Corporate Banking, ABN AMRO Bank Bahrain. 1979 1991 Marketing Manager Arla Bank Intl & ALBahrain Arab African Bank

KEY MANAGEMENT TEAM 2. 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 Accounts 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 Mohd 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).