#1الواحة كابيتال WAHA CAPITAL INVESTOR PRESENTATION August 2017 Principal Investments Asset Management#2الواحة كابيتال WAHA CAPITAL TABLE OF CONTENTS 03 07 15 Company Overview Financial Highlights Business Highlights 34 Organisation & Governance 2#3الواحة كابيتال WAHA CAPITAL COMPANY OVERVIEW#4الواحة كابيتال WAHA CAPITAL WHO IS WAHA CAPITAL? WE ARE WE WERE OUR BUSINESS OUR OWNERSHIP OUR TRACK RECORD ■ A leading Abu Dhabi-based investment company; established in 1997 and listed on the Abu Dhabi Securities Exchange in 2000 Led by a world class management team and a well-connected, high caliber Board of Directors ■ An aircraft leasing company, which evolved into an investment company managing a portfolio of conventional and alternative assets Principal Investments and Asset Management focused primarily on the MENA region Mubadala 14%, other institutional investors 37% and individuals 49% Consistent profitability, positive net profit generated in each of the past 12 years TOTAL ASSETS JUN 2017 AED 10.8bn MARKET CAP AED 3.4bn AVERAGE NET PROFIT (ADJ) AED 498mn over 2014-16 AVG. RETURN ON EQUITY 14% over 2014-16 AVG. DIVIDEND YIELD 10.1% over 2014-16 Market Cap is shown as at 24 July 2017 4#5How we create value How we run our business الواحة كابيتال WAHA CAPITAL BUSINESS MODEL Principal Investments Shared Prosperity Sustainable Long-term Value Growth Asset Management Corporate Governance Risk Management Organisation & Culture 5#6IIIII الواحة كابيتال WAHA CAPITAL BUSINESS MODEL PRINCIPAL INVESTMENTS - Strategic long term investments - Focus on generating stable income and regular cash flows over the long term in relatively mature businesses - Invest in value opportunities in resilient sectors - Seek significant minority stakes with board representation - Includes AerCap, Dunia, Waha Land and NPS Holdings Ltd. ASSET MANAGEMENT – Generate cash returns through investments in liquid equity and fixed income securities - Three existing funds - MENA Equity, CEEMEA Fixed Income Fund and MENA Value Fund - Two new funds - Credit Opportunity Fund and Private Equity Fund to be introduced - Waha Private Debt team will provide bespoke financing and direct lending solutions to mid-market companies located in the Middle East, Turkey and Africa through its credit opportunities fund - Private Equity Fund will acquire companies with first-class management through majority or significant minority stakes with strong strategic partners, co-investors and/or limited partners. Includes investment in Anglo Arabian Healthcare - Private Equity to invest in high growth opportunities in attractive sectors in MENA; including healthcare, energy and facilities management 6#7الواحة كابيتال WAHA CAPITAL FINANCIAL HIGHLIGHTS#8الواحة كابيتال WAHA CAPITAL H1 2017 FINANCIAL HIGHLIGHTS Performance reflects growth across all business divisions ■ Net profit of AED 183.1 million, compared to AED 305.9 million in H1 2016 ■ EPS of AED 0.10 compared to AED 0.17 in H1 2016 ■ Assets of AED 10.8 billion as at 30 June 2017 vs. AED 10.0 billion as at FY 2016, an increase of 8% ■ YTD ROAE stood at 5.1% vs 7.4% in H1 2016 Investment activity in H1 2017 include: ➤ AAH: net investment of AED 42.5 million ➤ Waha Land: AED 100.4 million ➤MEA Energy: AED 21.2 million Capital Markets: Third party funds raised AED 228.2 million; ➤ Assets under management as at 30 June 2017 AED 1.8 billion, compared to AED 1.5 billion as at 31 December 2016 ■ 20% cash dividend of AED 368 million H1 2017 TOTAL INCOME ▼10.5% vs. H1 2016 TOTAL AUM AED 1.8bn Up 20% from Dec 2016 TOTAL ASSETS AED 10.8bn 8% from Dec 2016 FY 2016 DIVIDEND AED 368mn 20% Cash Dividend 8#9الواحة كابيتال WAHA CAPITAL H1 2017 FINANCIAL PERFORMANCE TOTAL INCOME ▼ 10.5% vs. H1 2016 AED MILLIONS Total Income Expenses Parent NET PROFIT 40.2% vs. H1 2016 EQUITY 23.3% vs. H1 2016 H1 2017 H1 2016 557 622 (154) (125) Expenses Subsidiaries (200) (194) Non controlling interest (20) 3 Net profit attributable to shareholders 183 306 Equity attributable to shareholders 3,365 4,388 KEY PERFORMANCE INDICATORS Earnings per share (in AED) ROAE 0.10 0.17 5.1% 7.4% 9#10الواحة كابيتال WAHA CAPITAL Q2 2017 FINANCIAL PERFORMANCE TOTAL INCOME IN LINE vs. Q2 2016 AED MILLIONS Total Income Expenses Parent NET PROFIT ▼ 26% vs. Q2 2016 EQUITY 23% vs. Q2 2016 Q2 2017 Q2 2016 288 289 (81) (62) Expenses Subsidiaries. (101) (101) Non Controlling interest (10) 4 Net Profit attributable to shareholders 96 130 Equity attributable to shareholders 3,365 4,388 KEY PERFORMANCE INDICATORS Earnings per Share (in AED) ROAE 0.05 0.07 2.9% 3.1% 10#11الواحة كابيتال WAHA CAPITAL H1 2017 FINANCIAL POSITION TOTAL ASSETS MARKET CAP (1) DEBT AED 10.8bn AED 3.4bn AED MILLIONS AED 6.5bn 30 JUN 2017 542 5,200 CASH AED 542mn 31 DEC 2016 572 Cash Investment in equity-accounted investees Investment Property Other Investments (2) 5,034 773 681 3,495 3,065 Other Assets 817 662 Total Assets 10,827 10,014 Borrowings 6,463 5,465 Other Liabilities and Non Controlling interests 999 678 Equity attributed to shareholders 3,365 3,871 ROAA (Annualised) 3.5% 4.2% 1. Based on share price as at 24 July 2017 2. Include Financial investments, Loan investments and Finance leases 11#12الواحة كابيتال WAHA CAPITAL THREE YEAR ROBUST FINANCIAL PERFORMANCE - 3 year Average Earnings Per Share of AED 0.27 (adjusted) - 3 year Average Return on Equity of 14% (adjusted) - 3 year Average Dividend Yield of 10.1% 3 year Average Dividend Per Share of AED 0.23 with average payout ratio of 62% EPS In AED 0.32 0.26 0.22 ROAE In % age 17.7% 14.3% 10.5% DIVIDEND YIELD In %age DPS & PAYOUT % In AED &% age 90% 10.6% 10.4% 9.3% 33% 63% 0.30 0.20 0.20 2014 Adj 2015 2016 2014 Adj 2015 2016 2014 2015 2016 2014 2015 2016 1. Adjusted 2014 net profit excludes one-off gain 12#13الواحة كابيتال WAHA CAPITAL THREE YEAR FINANCIAL PERFORMANCE AVERAGE TOTAL INCOME AED 1.1bn over last three years (Adj. 2014) IN AED MILLIONS Total Income Expenses Corporate Expenses Subsidiaries - over last three years AVERAGE EPS 0.23 AVERAGE RETURN TOTAL EQUITY ON EQUITY 14% over last 3 years (Adj. 2014) ▲ 32% Over Adj. 2014 YE 2014 YE 2014 ADJ. YE 2015 YE 2016 2,171 936 1,096 1,162 (285) (285) (223) (327) (153) (153) (295) (432) Non controlling interest 10 4 Net Profit attributable to shareholders 1,733 498 588 407 Equity attributable to shareholders 4,380 3,146 3,870 3,871 KEY PERFORMANCE INDICATORS Earnings per share (in AED) 0.89 0.26 0.32 0.22 ROAE 50.5% 17.7% 14.3% 10.5% 1. Adjusted 2014 net profit excludes one-off items 13#14الواحة كابيتال WAHA CAPITAL WAHA CAPITAL - PERFORMANCE VS. PEERS Waha Capital has outperformed its comparable listed peers across most metrics over the last 3 years. 25.1% Average ROE of 25.1% 11.6% 9.7% Average ROA of 11.1% 11.1% 4.9% 0.5% Waha Capital PJSC Investcorp Bank BSC KIPCO Average Cost to Income Ratio of 34.9% KIPCO Waha Capital PJSC Investcorp Bank BSC Average Capital Utilization of 81.9% 34.9% 64.2% 55.2% 81.9% 91.5% 79.8% Waha Capital PJSC Investcorp Bank BSC KIPCO Waha Capital PJSC Investcorp Bank BSC KIPCO Source: Company Financial Statements 3-year averages are computed using 2014 - 2016 data 14#15الواحة كابيتال WAHA CAPITAL BUSINESS HIGHLIGHTS#16الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS OVERVIEW By leveraging its extensive network and sector expertise, our Principal Investments business is capable of generating significant income and cash flows on a regular basis in the foreseeable future Investment Theme Regular cash flows Or dividend Long Term Investment Stable Earnings Principal Investments Resilient Liquidity sector World Class Management Overview - Over the past five years, Waha Capital has built an impressive track record in managing proprietary investments by working alongside portfolio company management teams - Focuses on resilient sectors including aviation, energy, financial services, industrial real estate, and infrastructure - Focused on acquiring companies with first class management through significant influence or joint control with co-investors. Primary focus on UAE-based companies; secondary focus on the GCC region – Representation on Board and various committees to add value 16#17SECTOR AVIATION FINANCIAL SERVICES الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS PORTFOLIO CORE INVESTMENTS STAKE AERCAP AerCap Holdings 15.81% dunia Dunia Finance 25.0% INDUSTRIAL REAL ESTATE ALMARKAZ INFASTRUCTURE OIL & GAS OIL & GAS OIL & GAS MENA INFRASTRUCTURE FUND Waha Land MENA Infrastructure Fund 100.0% 33.3% (GP) 17.9% (LP) NPS NPS Holdings Limited 20.72% SMG Stanford Marine Group 45.0% STANFORD MARINE GROUP SDX ENERGY Sea Dragon 14.4% 17#18الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS H1 2017 earnings per share of $3.27, compared to $2.37 in 2016 Ownership OTHERS Deutsche Bank 16% AERCAP الواحة كابيتال . WAHA CAPITAL WELLINGTON MANAGEMENT GREENLIGHT Overview Stable and healthy industry with favourable outlook - Significant cash flow generation capability - Focus on selective and disciplined growth and on-going portfolio management - Conservative, long-term and robust funding structure with diversified sources of capital - Largest independent lessor with modern portfolio of in-demand aircraft; industry leader in profitability - Investment grade rating by Fitch, Standard & Poor's, and Moody's -During Q4-2015 to Q1-2016, acquired 4m shares for a total purchase price of AED 537.1 million which were disposed in Q4 2016 at total proceeds amounting AED 643.8 million - Waha Capital with 15.81% stake is currently the largest beneficial shareholder in AerCap, retaining 2 board seats and representation on various Board Committees -During H1 2017, the Group recorded an impairment of AED 125.4 million against the share of income from its investment in AerCap of AED 306.3 million, following a reassessment of the investment's recoverable amount due to evidence of a prolonged period of its share price trading at reducing multiple over its book value, among other relevant factors. 46% Market Cap* US$ 8.2bn 8% 7% 5% DONALD SMITH = 5% & CO., INC. 4% 4% 4% - Extended Aercap Collar hedges in August and November 2016 on 22.9 million shares with progressive maturities over 2018-2020 - Aercap contributed 33% of the Group's total income and represented 44% of the Group's assets with a carrying value of AED 4,731.0 million CAMBIAR INVESTORS Source: Bloomberg, AerCap, Waha Capital *As of 31 JUL 2017 BLACKROCK® Fidelity INVESTMENTS 18#19الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS AERCAP H1 2017 Key Financial Highlights: - Reported net profit of US$ 544.1 million, compared to US$ 456.4 million in 2016; and EPS of US$ 3.27 compared to US$ 2.37 in 2016 - US$9 billion of available liquidity - Adjusted debt/equity ratio of 2.7 to 1 - Repurchased 6.5 million shares for $293 million H1 USD mn 2011 2012 2013 2014 2015 2016 2017 Total 1,094 973 1,050 3,640 5,288 5,152 2,501 Revenue Total Expenses (864) (818) (739) (2,723) (3,921) (3,952) (1,881) Net Profit 173 158 - Proceeds from the sale or disposal of assets amounted to US$ 720.8 million, compared to US $ 889.8 million in 2016 295 808 1,179 1,047 544 - Gain on disposal of US$ 116.9 million, compared to US$ 57.4 million in 2016 Assets 9,115 8,634 9,451 43,867 43,914 41,616 41,019 Debt 6,111 5,803 6,237 30,402 29,807 27,717 27,181 Key Operational Highlights: ■ 213 aircraft transactions executed, as follows: ✓ Signed lease agreements for 134 aircraft Purchased 22 aircraft ✓ Executed sale transactions for 57 aircraft. Signed an agreement with Boeing for an order of 30 787-9 aircraft. ■ The average age of owned fleet was 7.3 years and the average remaining contracted lease term was 6.4 years. ■ Portfolio consisted of 1,539 aircraft that were owned, on order or managed Equity 2,283 2,123 2,429 7,943 8,349 8,524 8,521 ROAE 8% 7% 13% 16% 15% 12% 12% (annualized) ROAA 2% 2% 3% 3% 2% 2% 2% (annualized) Source: Bloomberg, AerCap, Waha Capital 19#20الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS AERCAP Share price performance and volume since acquisition 60 50 40 30 20 10 0 -Volume 15 10 0 1-Oct-10 5 1-Apr-11 1-Oct-11 Source: Bloomberg, Bank Researchd 1-Apr-12 1-Oct-12 1-Apr-13 1-Oct-10 1-Apr-11 1-Oct-11 1-Apr-12 1-Oct-12 1-Apr-13 1-Oct-13 Price to Earnings evolution 25 20 22 AER PE S&P PE 1-Apr-14 1-Oct-14 1-Apr-15 1-Oct-15 1-Apr-16 -Share Price 1-Oct-16 1-Apr-17 1-Oct-13 1-Apr-14 1-Oct-14 1-Apr-15 1-Oct-15 1-Apr-16 1-Oct-16 1-Apr-17 Analyst/ Consensus Estimates 60 50 40 Millions Provider Date Recommendation Target $ Wells Fargo Securities Aug-17 Outperform 60.00 Cowen 30 Aug-17 Outperform 55.00 20 Value Investment Principals Aug-17 Strong buy 70.00 10 Stephens Inc Aug-17 Overweight 64.00 Barclays Aug-17 Overweight 61.00 Compass Point Research & Trading LLC Aug-17 Buy 66.00 RBC Capital Markets Aug-17 Outperform 77.00 Credit Suisse Aug-17 Outperform 58.00 D.A. Davidson & Co Aug-17 Buy 60.00 Churchill Research Jun-17 No rating system 57.56 J.P. Morgan Jun-17 Overweight 58.00 UBS Apr-17 Neutral 44.00 Morgan Stanley Apr-17 Underwt/In-Line 44.00 Consensus Target 59.58 (Median) Upside (as of 30 JUN 2017) 21.39% 20#21الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS DUNIA GROUP Dunia continued to prudently manage its balance sheet by implementing a robust risk management plan in response to the continued macro- economic uncertainty Ownership A ABDULLAH A. ALMOOSA ENTERPRISES 4% %25 الواحة كابيتال WAHA CAPITAL 0 40% Fullerton Financial Holdings Overview - An Abu Dhabi-based consumer finance company established in 2008 with initial paid up capital of AED 585m - Dunia Group represents Dunia Finance LLC and Dunia Services FZ LLC; both have a common ownership structure - Regulated by the UAE Central Bank with a finance license allowing it to issue secured/unsecured loans and credit cards to retail/corporate customers and raise corporate deposits - Operates 19 branches, has more than 2,000 employees and serves 274,000+ customers مبادلة MUBADALA 31% 21#22الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS DUNIA GROUP Key Financial Highlights AED mn 2012 2013 2014 2015 2016 H1 2017 - Loan book grew at a 34% CAGR over the 2009-2017 Customer deposits grew to AED 1.3 billion as at 30 June 2017, an increase of 5.1% compared to 30 June 2016 Net Interest Income 192 260 388 548 564 255 - Non-performing loan cover of 1.3x and impairment reserve of 4.3% of total loans and advances - Cost to income ratio is 23.5% in H1 2017 - Provisioning taken on the loan book reflecting the current economic downturn. Net Loan Book 768 1,025 1,505 2,012 1,969 1,878 Total Assets 867 1,086 1,642 2,188 2,222 2,204 - Carrying value of AED 165.2 million as at 30 June 2017 BY PRODUCT BY CUSTOMER SEGMENT (1) Deposits 1. 2. Debt 414 515 829 1,114 1,229 1,276 2 26 120 153 180 Equity 356 472 651 784 718 635 55% 40% 4% 31% 00 56% 14% ■Personal Loan ■Credit Cards ■ Auto Loan ■SMM ■ SEMM ■MAF SMM: Salaried Mass Market; MAF: Mass Affluent; SEMM: Self-Employed Mass Market Figures represent the combined results of Dunia Finance LLC and Dunia Services FZ LLC; both have a common ownership structure 22 22#23الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS WAHA LAND Overview Waha Capital received a 6 km 2 land grant from the Government of Abu Dhabi in 2007 for a mixed use industrial development The project was divided into four equal phases (1.5 km 2 each) to allow for flexibility in terms of scale and funding Construction of Phase I infrastructure and 90,000 m² of leasable industrial space was completed in Dec 2012 as a part of stage 1 - Leasing activity commenced in Q1 2013; achieved full occupancy by the end of Q1 2015 for Small Industrial Units (SIUS). - Secured AED 426m bank funding to develop an additional 92,500 m² of SIUS within Phase 1 (Stage 2a); development commenced with target delivery by early 2018 H1 2017 Financial Highlights Rental revenue and other income of AED 19.3 million (H1 2016: AED 19.3 million) Net operating profit of AED 12.9 million (H1 2016: AED 11.4 million) Carrying value of AED 735.5 million as of 30 June 2017 Phase 1: SIUs and Serviced Land Stage 1 (developed SIUS): Nine shell and core buildings with total leasable area of 90,000 m²; buildings situated on a gross plot area of 210,000 m² with ample surrounding space for parking and loading Stage 2a (SIUS under development): Shell and core buildings with total leasable area of 92,500 m² under development; buildings situated on a gross plot area of c. 156,000 m² (higher density) Serviced Land: Total plot area of c. 714,000 m² for serviced land with infrastructure; of which 15,000 m² has been leased on long-term basis to a third party - Remaining plot area of c. 699,000 m² is suitable for multi-use (land lease / further development of industrial property etc.) 23#24الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS MENA INFRASTRUCTURE FUND Overview - Established in 2007, MENA IF is a 10-year fund with capital commitments of $300 million based in DIFC GP sponsors comprise Waha Capital, Fajr Capital and HSBC; each with a 33.3% stake; Waha Capital also has a 17.9% LP stake Invests in infrastructure assets in the MENA region, both greenfield and brownfield, focusing on defensive assets with predictable/contractual cash flows, high barriers to entry and visibility for exits - Fund invested $224 million over 7 years in four assets in Oman, Saudi Arabia and Egypt - Current dividend yield of c. 7% and target gross IRR of c. 15% -During 2016, Waha Capital received gross distributions of AED 82 million including dividend and capital repayment from the following disposals • February 2016: the Fund divested its 30.33% stake in AICT ⚫ March 2016: the Fund sold its 38.1% stake in UPC Waha invested a total of AED 170 million ($46m) for its LP (17.9%) and GP (33.3%) stakes; and received c. AED 157 million in distributions. The carrying value of investment (LP + GP) is AED 73.2 million as of 30 June 2017 MENA Infrastructure Fund is recognized as one of the best performing infrastructure funds in the region Investments INVESTMENTS Hajr Electricity Production Company KSA (Qurayyah) Sohar Power Company (SPC) DESCRIPTION STAKE (%) 3.9GW gas-fired IPP in KSA in partnership with ACWA Power and Samsung C&T 15.0% Omani 585MW independent power and water desalination plant 20.0% MENA IF is focused on exiting the remaining two investments (end of fund life) 24 24#25الواحة كابيتال WAHA CAPITAL Overview PRINCIPAL INVESTMENTS NPS HOLDINGS LIMITED - Headquartered in the UAE, NPS Holdings Limited is a leading provider of oilfield services ("OFS") - Formed in 2007 through the merger of Qatari & Saudi OFS providers with roots dating back to 1978 In 2014, Waha Capital acquired a 20.15% stake as part of a consortium of regional co-investors which together acquired a majority stake in the company - In 2016, Waha Capital acquired an additional stake of 0.57% which resulted in effective ownership of 20.72% - Operations include well services (such as cementing, coiled tubing, stimulation and other), drilling and workover, well testing and wireline services - The company employs around 1,500 people and operates in 13 countries. - Secured and extended contracts worth of AED 138.5 million, taking the remaining value of contracts in progress to AED 2,088.0 million. - Carrying value AED 289.4 million as of 30 June 2017 NPS Holdings Limited is well positioned for growth, notwithstanding continued oil volatility, with secured backlog of AED 2.1 billion as at 30 June 2017 Geographic Presence Turkmenistan Iraq Bahrain Qatar Algeria Libya KSA UAE India Oman Brunei Malaysia Established presence New markets 25#26Services & Clients SERVICES الواحة كابيتال WAHA CAPITAL PRINCIPAL INVESTMENTS NPS HOLDINGS LIMITED Financial Highlights CLIENTS AED mn 2014 2015 2016 H1 20171 Revenue 732 748 824 453 National oil companies Fixed Assets 770 851 925 910 Total Assets 1,909 2,162 2,128 2,146 ارامكو السعودية Saudi Aramco Debt 552 620 584 584 WELL SERVICES & INTERVENTION DRILLING & WORKOVER WIRELINE LOGGING WELL TESTING PROFESSIONAL CONSULTANCY دنوك للبترول ADNOC Qatar Petroleum International oil companies bp ExonMobil Source: Waha Capital 1. Management Accounts - Unaudited LUK MURPHY DIL CORPORATION LUKOIL MAERSK TOTAL Anadarko Ferkum Concofon 26#27الواحة كابيتال WAHA CAPITAL ASSET MANAGEMENT OVERVIEW Capitalizing on a strong track record, Asset Management business offers third party investors the opportunity to invest in our wide range of investment platforms Product Profile EQUITY INVESTMENT FUNDS FIXED-INCOME INVESTMENT FUNDS Asset Management Platform 1 Overview Waha's Asset Management business focuses on developing and managing investment funds, and inviting third party investors to invest along with Waha Capital in these investment funds - Currently AUM size is c. $490m (AED 1.8 bn) - Asset management is the source of providing recurring fees - Equity-focused investment funds: Launched two funds: a) MENA Equity Fund and b) MENA Value Fund • Both funds are focused on public equities in MENA region MENA Equity Fund follows an absolute return strategy MEAN Value Fund follows a long-only holding strategy Fixed income focused investment funds: Launched one fund: CEEMEA Fixed Income Fund • Fund is focused on public debt in CEEMEA region Fund follows an absolute return strategy through leverage positions Private Equity Fund: In process of launching Waha Equity Partner Fund with GP & LP structure Fund will focus on acquiring controlling stake in growth sectors Private Debt: PRIVATE EQUITY PRIVATE DEBT In process of launching Waha Credit Opportunities Fund Waha Private Debt team will provide bespoke financing and direct lending solutions to mid-market companies located in the Middle East, Turkey and Africa through its Credit Opportunities Fund 27#28الواحة كابيتال WAHA CAPITAL H1 2017 PERFORMANCE ASSET MANAGEMENT - FUNDS CEEMEA FIXED INCOME RETURN ▲ 9.6% H1 2017 CEEMEA Fixed Income Fund The fund focuses on investing in: CEEMEA FIXED INCOME RETURN 112.1% Since inception Jan 2012 Capital market securities (bonds, sukuk and convertibles) US Dollar denominated sovereign and corporate bonds Initial seed capital of AED 368 million ($100m) In June 2015 the fund was first offered to third-party institutional, family office and high-net-worth investors The CEEMEA Fixed Income Fund won the "Best Fixed Income Fund Manager UAE 2016" from the Global Banking & Finance review and was ranked #1 fund in the Emerging Markets Eastern Europe by Barclay Hedge Returns reflect identification of thematic trades as well as individual mispriced securities and successful risk management Focus on relative value of securities resulting in low volatility of returns MENA EQUITY RETURN ▲ 9.4% H1 2017 Mena Equity Fund MENA EQUITY RETURN ▲ 91.4% Since inception Jan 2014 The fund focuses on investing in equity securities in the large MENA region ■ Initial seed capital of AED 368 million ($100m) ■ ☐ In July 2015 the fund was first offered to third-party institutional, family office and high-net-worth investors The MENA Equity Fund won the "Best GCC Equity Fund" at the Banker Middle East Awards and was awarded the "Best MENA Equity Fund> $50m" at the MENA Fund Manager Performance Awards." YTD returns reflect careful stock selection and avoidance of market sell offs Focus on bottom up stock selection and maintenance of healthy cash balance in case of an adverse tail risk event 28#29الواحة كابيتال WAHA CAPITAL ASSET MANAGEMENT - AWARDS UAE PRODUCT Banker AUCT MIDDLE EAST AWARDS .2016. Best GCC Equity Fund GLOBAL BANKING & Finance review → Barclay Hedge Alternative Investment Databases Best Fixed Income Fund Manager UAE 2016 #1 Fund in Emerging Markets Eastern Europe cfi 2016 ii.co BEST EMERGING MARKETS INVESTMENT MANAGER WINNER MENA MENA FUND MANAGER PERFORMANCE AWARDS Best MENA Equity Fund > $50m wealth finance2016 alternativeinvestment, awards Partened by GAIM Best Diversified Asset Manager Hotel Curs Amsterdam 29#30MENA VALUE FUND* الواحة كابيتال WAHA CAPITAL ASSET MANAGEMENT - FUNDS CREDIT OPPORTUNITY FUND PRIVATE EQUITY FUND - Initial seed capital of AED 184 million ($50 million) deployed - Focuses on long-term capital appreciation by investing in equities and other securities in MENA. - Investment criteria considers business quality and sustainability, effective capital allocation, balance sheet strength, management quality and valuation upside/limited downside risk of the underlying stock - Returned 27.54% since inception and 9.5% in H1 2017 - Establishing Credit Opportunities Fund by committing AED 184 million ($50 million) seed capital. - The Fund will employ a cash-flow based approach to lending, providing financing and lending solutions tailored to the specific needs and requirements of borrowers and their respective business plans - The Private Debt team will structure its financing into a broad spectrum of instruments which include secured loans, uni-tranche and multiple tranche loans, mezzanine debt, bonds, preferred shares, convertible loans and bonds, convertible preferred shares, equity, warrants and profit participations - Establishing Private Equity Fund including the transfer of an existing portfolio investment, Anglo Arabian Healthcare - Mandate to deploy capital into high growth investment opportunities across the Middle East and North Africa, with a focus on GCC markets - - PE platform driven by IRR's, value creation, capital appreciation and cash-on-cash returns - Provides investors with access to attractive opportunities in the MENA region * offered to third parties 30#31الواحة كابيتال WAHA CAPITAL ASSET MANAGEMENT PRIVATE EQUITY Investment Theme Medium-Term Investment Exit Strategy Turnaround & Growth Strategy Asset Mng: Private Equity Value Creation High Growth Significant IRR Overview - The Private Equity Fund will focus on identifying attractive acquisition targets across several different sectors including, but not limited to; healthcare, manufacturing, food and beverage and consumer segments - Provides investors with access to fast-growing companies in the MENA region and the opportunity to achieve significant returns over a medium-term investment horizon - Managed by strong team including sector specialists and qualified investment professionals with deep expertise in deal origination, execution, asset management and exit strategies - The Fund shall target a minimum Gross IRR in the high teens 31#32الواحة كابيتال WAHA CAPITAL ASSET MANAGEMENT PRIVATE EQUITY | ANGLO ARABIAN HEALTHCARE Anglo Arabian Healthcare (AAH) is now one of the largest health care provider networks in the UAE. AAH employs a buy and build strategy, supplementing acquisitions with strategic greenfield project to ensure optimal patient flows and service coverage GREENFIELD PROJECTS AND ACQUISITIONS - Opportunistic mix of greenfield projects and acquisitions - Hub-and-spoke model across primary care, secondary care and diagnostics to retain patient revenue within the group WELL-POSITIONED TO CAPITALIZE ON REGULATORY AND CONSUMPTION TRENDS - Introduction of mandatory insurance in Dubai and the Northern Emirates - Consolidation of diagnostics facilities across the UAE - Increase in demand for specialty services Overview - UAE healthcare company, with an initial focus on hospitals, clinics, diagnostics, laboratories and pharmacies - 34 healthcare assets in the Northern Emirates, Abu Dhabi and Dubai ■ Network of 1 day-hospital, 17 clinics, 6 pharmacies, 8 diagnostics centers, and 1 continuing medical education provider ■ 1 multi-specialty hospital opened in 2015 in Ajman, with an inpatient capacity of 23,400 per annum ■ Network covers offers coverage to premium segment in addition to offering affordable care - Employs more than 1,000 people and serves over 540,000 registered outpatients. - Strong management team with GCC and international experience 32#33الواحة كابيتال WAHA CAPITAL ASSET MANAGEMENT PRIVATE EQUITY | ANGLO ARABIAN HEALTHCARE Brands under AAH PHd Proficiency Healthcare Diagnostics Health Bay Polyclinic Consolidated Financial Highlights (AED mn) Revenue of AED 152.1 million is comprised of AED 61.2 million (2016: AED 89.2 million) from laboratory services, AED 72.7 million (2016: AED 57.4 million) from patient fees and AED 18.2 million (2016: AED 12.4 million) from sale of pharmaceuticals مركز اوراس الطبي ORAS MEDICAL CENTER مستشفى كورنيش الشارقة sharjah corniche HOSPITAL myfarm PHARMACY مستشفيات أمينة amina HOSPITALS مركز ابن سينا IBIN SINA A الطبي دوم MEDICAL CENTRE LLC 1. Management Accounts - Unaudited AED mn 2013 2014 2015 20161 H120171 Revenue 61 128 250 295 152 Expenses & NCI (61) (141) (272) (373) (180) Net loss attributable to 0 (13) (22) (78) (28) owners Total Assets 107 151 336 357 395 Total Liabilities 54 48 100 121 126 Equity 46 103 236 216 247 Gross Profit 69% 68% 66% 44% 34% Margin 33#34الواحة كابيتال WAHA CAPITAL ORGANISATION & GOVERNANCE#35H.E. Hussain Al Nowais Chairman الواحة كابيتال WAHA CAPITAL BOARD OF DIRECTORS CHAIRED BY H.E. HUSSAIN AL NOWAIS, WAHA CAPITAL'S BOARD COMPRISES SEVEN PROMINENT UAE FIGURES Abubaker Seddiq Al Khoori Vice Chairman Salem Rashid Al Noaimi Chief Executive Officer and Managing Director Ahmed Bin Ali Al Dhaheri Director Carlos Obeid Director Fahad Saeed Al Raqbani Director Mansour Mohamed Al Mulla Director 35#36Salem Rashid Al Noaimi Chief Executive Officer and Managing Director الواحة كابيتال WAHA CAPITAL MANAGEMENT TEAM WAHA CAPITAL'S STRATEGY IS EXECUTED BY A TEAM OF HIGHLY EXPERIENCED PROFESSIONALS Alain Dib Sana Khater Chief Operating Officer Chief Financial Officer Abdellah Sbai Hani Ramadan Fahad Al Qassim Head of Capital Markets Head of Private Equity Head of Principal Investments Safwan Said General Counsel Fady Sleiman Head of Information Technology Hazem Al Nowais Chief Executive Officer Waha Land / Industrial Real Estate Chakib Aabouche Head of Risk Management Ergham Al Bachir Head of Human Resources and Administration Amer Aidi Head of Marketing and Corporate Communication 36#37الواحة كابيتال WAHA CAPITAL COMPANY MILESTONES Founded in 1997 and listed on ADX in 2000, Waha Capital has transformed from a business operator to an investment company; its investment management arm acquired a financial investment company license from the UAE Central Bank in 2013 and from SCA in 2016 2007 2008 2009 2010-12 2013 2014 2015-16 X MENA INFRASTRUCTURE FUND Launch of Infrastructure Business addax Bank Acquisition of a 47% stake in Addax Bank dunia Acquisition of a 25% stake in Dunia Finance SMG STANFORD MARINE GROUP Acquisition of a 49% stake in Stanford Marine Group ALMARKAZ Launch of Industrial Real Estate Business الواحة كابيتال WAHA CAPITAL Launch of Capital Markets Business AERCAP Acquisition of a 20% stake in AerCap الواحة كابيتال WAHA CAPITAL Launch of Capital Markets Investment Business Acquisition of 100% of Anglo Arabian Healthcare ILFC AerCap announced acquisition of 100% of ILFC from AIG AERCAP Partial Sale and Hedging & Financing of stake in AerCap NPS Acquisition of a 20.2% stake in NHL الواحة كابيتال WAHA CAPITAL Concluded Share Buyback Program with 5.45% stake الواحة كابيتال WAHA CAPITAL Launch of MENA Equity, CEEMEA Fixed Income and MENA Value Funds Share buyback as of OCT 2016 AERLIFT Acquisition of a 60% stake in AerLift الواحة كابيتال WAHA CAPITAL Launch of new Waha Capital brand AERLIFT Divestment of a 60% stake in AerLift AERCAP Amaten Selanens Acquisition and subsequent sale of additional 4m shares 37#38Summary & Outlook الواحة كابيتال WAHA CAPITAL ☐ ■ Recalibration of performance across all segments in H1 2017, in line with the revenue diversification strategy ■ Core Principal Investments portfolio complemented by the Asset Management Business to accelerate revenue diversification ■ Investment strategy remains highly focused on pursuing quality investment opportunities which meet both rigorous and stringent due diligence requirements in line with our priority to protect and generate optimal shareholder value ■ Current market conditions generating attractive valuations for potential investments Well positioned for steady and long term growth Page 38#39الواحة كابيتال WAHA CAPITAL DISCLAIMER This document is not an offer, invitation or recommendation to subscribe to or purchase any securities. Nothing in this document shall form the basis of any contract or commitment whatsoever. This document contains forward-looking statements. Forward-looking statements can be identified by words such as: "anticipate", "aspire", "intend", "plan", "offer", "goal", "objective", "seek", "believe", "project", "estimate", "expect", "forecast", "strategy", "target", "trend", "future", "likely", "may", "should", "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to maintain adequate revenue levels and cost control; economic and financial conditions in the global markets and regional markets in which we operate, including volatility in interest rates, commodity and equity prices and the value of assets; the implementation of our strategic initiatives, including our ability to effectively manage the redeployment of our balance sheet and the expansion of our strategic businesses; the reliability of our risk management policies, procedures and methods; continued volatility in the capital or credit markets; developments and changes in laws and regulations, including increased regulation of the financial services industry through legislative action and revised rules and standards applied by regulators. No representation or warranty, express or implied, is made as to the accuracy, completeness or fairness of the information and opinions contained in this document. We undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future developments or otherwise. 39