Tanfeeth Overview

Network International Strategic Partnership with Abraaj Capital ■ Transaction Summary & Strategic Rational On 22 December 2010, Network International (NI) entered into a strategic partnership with Abraaj Capital (Abraaj) to accelerate expansion of the company ■ Abraaj acquired a 49% stake in NI for a price of around AED 2 billion which included a sum contingent upon attainment of profitability targets and a portion financed by Emirates NBD ■ ☐ All relevant regulatory approvals were obtained during Q1 2011 and the transaction closed on 31 March 2011 NI is at a strategic junction where significant growth opportunities are available both organically and inorganically and has developed a focused strategy to expand into other high-growth geographies in the Middle East and Africa and the Indian Subcontinent In this context, the strategic partnership with Abraaj will bring significant expertise and value to the business - - Accelerate the growth trajectory of NI through leveraging Abraaj's industry expertise and access to their portfolio companies Extend NI's geographic presence (e.g. Pakistan, India, Turkey and Levant) Develop global distribution and strategic alliances Advance and execute successful acquisition strategies Work with CEOs and CTOs to optimise technology strategy and processes · Financial Impact on Emirates NBD In 2010, the assets and liabilities were disclosed as assets held for sale In Q3 2011 YTD: Profit of AED 957 million on sale of 49% stake recognised Due to effective joint control post-closing NI ceased to be a subsidiary of the Group and was accounted for as a jointly controlled entity The remaining 51% retained was fair valued at 31 March 2011, resulting in an unrealised profit of AED 856 million Contingent earn-out will be recognised as income once receipt is virtually certain Calculation of Initial Profit on the Transaction (AED million) 2,029 433 Contingent 1,414 (48) 707 525 Loan Loan (409) 1,366 Emirates NBD 889 889 Cash Cash 957 Gross Consideration Fair Value (FV) Consideration Costs & adjmnts Net FV Consideration NBV (49%) Profit on Sale (49%) 26

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