Strategic Imperatives and Financial 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 to accelerate the expansion of the company Abraaj will acquire a 49% stake in NI for a price of around AED 2 billion which includes a sum contingent upon attainment of profitability targets and a portion financed by Emirates NBD ■ The transaction is subject to relevant regulatory approvals is expected to be closed in the first quarter of 2011 ■ NI is the region's largest payment and cards processing service provider serving over 11,000 merchants and 60 banks and financial institutions in the region ■ NI is now 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: - - Accelerating 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) Development of global distribution and strategic alliances Advancing and executing successful acquisition strategies Working with CEOs and CTOs to optimise technology strategy and processes Emirates NBD Financial Impact on Emirates NBD ■ In 2010, the assets and liabilities are disclosed as assets held for sale under IFRS 5 Upon completion of the transaction, expected in Q1 2011: Profit on sale of 49% stake recognised Due to effective joint control post-closing NI ceases to be a subsidiary of the Group and will be accounted for as a jointly controlled entity in accordance with IAS 31 The remaining 51% retained is fair valued at the date of closing, resulting in an unrealised profit Contingent earn-out will be considered as a contingent asset in accordance with IAS 37 and only recognised as income once receipt is virtually certain Network International Financial Results and Position Balance Sheet (AED million) Cash in Bank Other assets 2010 560 Income Statement (AED million) Income 2010 372 3 Operating Expenses (178) Assets held for sale 828 Other (5) Liabilities held for sale (484) Net Profit 189 Net Assets 907 Share capital 50 Reserves 62 Retained earnings 795 Shareholders' Equity 907 Note: Income Statement represent contribution to Emirates NBD; Balance Sheet represents stand-alone Financial Position for NI 29 29

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