Citadel Capital Company

1. Citadel Capital Company

2. Contents • Citadel Capital Overview • Core business • Track Records & Success Stories • Importance of Corporate Governance to us.

3. Citadel Capital Background • Citadel Capital is a private equity firm founded in 2004 by Dr. Ahmed Heikal and Mr. Hisham El-Khazindar. The firm’s other partners are Karim Sadek, Ahmed El-Houssieny, Marwan El-Araby and Ahmed El-Shamy. • Citadel Capital was born out its founders’ belief, based on their extensive experience in private equity, capital markets and investment banking, that there are compelling opportunities in select economies and markets in the Arab world for buyouts, turnarounds and financial engineering. • Citadel Capital looks to add value to its investments by expanding their activities, realizing operational efficiencies and by disposing of unneeded, underutilized or mature assets. • In realizing these opportunities, Citadel Capital holds to certain core values: unwavering commitment towards the firm’s investors, integrity, professional excellence, entrepreneurial spirit and commitment to employees in companies that it owns or controls.

4. Three Years of Excellence • Citadel Capital is a leading Cairo-based private equity firm focused on buyout opportunities in the Middle East and North Africa region, primarily in Egypt. • Over the past three years, Citadel Capital has executed some of the most compelling and successful private equity transactions in Egypt and the region, building a strong track record and an outstanding investor base. • To date, Citadel Capital has raised and invested over US$2.8 billion in a variety of transactions and industries, including the largest M&A transaction in Egyptian history and the largest private equity deal to date in the Middle East. • Citadel Capital Group current headcount is 16,632 employees.

5. CC Core Business • Citadel Capital is a buyout firm. Its core business is the acquisition of controlling stakes in companies in a variety of industries, with the objective of creating maximum shareholder value in these companies over the medium term and subsequently monetizing these investments. • Citadel Capital’s geographic focus is on opportunities in the Middle East & North Africa region. • Citadel Capital’s acquisition targets typically fall into three broad types: • Healthy companies with little debt that lend themselves to leveraged buyouts (LBO) structures (i.e. acquisitions financed by debt as well as equity), that have strong growth potential at the local and regional level, and/ or that can serve as platforms for further industry consolidation. E.g.: Egyptian Fertilizers Company. • Distressed companies with attractive underlying assets that are susceptible to financial turnaround and engineering to unlock value. E.g.: ASEC. • Acquisition and consolidation of small companies, to make it strong and serve as a platform on a specific industry. E.g.: TAQA group • Citadel Capital may also pursue green-field projects on an opportunistic basis.

6. CC Core Business • Citadel Capital typically focuses on large transactions, i.e. transactions where the equity component is greater than US$ 100 million. For example, the acquisition of Egyptian Fertilizers Company was a US$ 829 million deal (US$ 378 equity), and constituted Egypt's largest M&A to date, and the region's largest LBO ever. In these large transactions, Citadel Capital typically commits between 10% - 30% of the equity being invested, with the balance of the equity being placed with an investor base that includes leading Egyptian and Gulf high-net worth individuals and institutions. • Citadel Capital capitalizes on the proven success in an industry on a specific market by replicating this success across the region. • . • Egypt • Syria • Sudan • Industries: Cement • Industries: Cement, Fertilizers, Mining, Oil & Gas • Industries: Cement • Industries: Cement & Financials • Regional Investment Strategy

7. Algeria Syria Egypt Sudan Geographical Focus Regional Investment Focus Industries: Cement, mining Industries: Cement, Fertilizers, Mining, Oil & Gas, Energy, Sugar Industries: Cement, mining Industries: Cement & Financials, mining, sugar

8. Grandview Grandview US$ 90 million Mid-Size Investments 2005 Citadel Capital Holdings US$ 159 million Capital Increase 2006 ASEC Cement Holding US$ 316 million Primary & Secondary placement of shares Including US$ 158 million in progress NDT US$ 175 million Capital Increase 2005: 2006 Taqa US $94 million Downstream Oil & Gas 2006 - 2007 ASCOM US$ 14 million Capital Increase In Progress EFC US$ 378 million Acquisition 2005 National Petroleum Co. US$ 200 million Upstream Oil & Gas Fund 2005: 2006 Portfolio Investments I

9. EFC US$ 456 million Acquisition Finance 2005 ASEC Group US$ 228 million Refinance Subsidiary Debt 2005 EFC US$ 600 million Refinance Acquisition Debt 2005 Taqa US$ 60 Million Subsidiary Debt 2006 Portfolio Investments II

10. Citadel Capital Corporate Governance IT ALL STARTS AND ENDS WITH CORPORATE GOVERNANCE

11. Why Corporate Governance is must to CC • Corporate governance regulates the relationships between Citadel Capital and its’; • Investment companies Managements • Investments companies Board • Shareholders and other stockholders • This is behind the fact that Citadel Capital as a private equity firm; • Attract investors from the Arab region to participate in the opportunities raised by Citadel, and this relationship has to be properly defined and protected. • Citadel Capital believes in the importance of attracting TOP NOTCH executives at the portfolio company level to handle the operation of such companies. • In net, Corporate Governance provides the ULTIMATE STRUCTURE through which the objectives of the company are set. In addition to the means of attaining those objectives and monitoring performance

12. Governance becomes a MUST!!! Because ownership and management interests could occasionally conflict...

13. CC Corporate Governance Procedure Separate Between Management and Stakeholders Consistency and Transparency in All Internal and External Reporting Laws and Regulations adherence is not an option High Standard Internal Control Procedures Highest Reputable Audit Firms in Due Diligences and Going Audit Responsibility Applied on all different Business Management Types

14. Publicly Traded Corp. Applied on all different Business Management Types • Transparency • Distributing dividends • Board Incentives • Shares allocation • Regulation Family Ownership • Corporate strategy • Empowerment • Managing the business • Performance • Reporting

15. Why CG is important for us • With good governance we will perform better over time • Reducing risk • Ensure transparency across different layers Management – board – Shareholders) • Facilitate decision making process / fasten exploitation of opportunities • Highlight possible risks and threats • Add value & premium for shareholders / investors • Facilitate exit through IPO or trade sales, thus is a key pillar to Citadel Capital fulfilling its’ mission (objective of creating maximum shareholder value in these companies over the medium term and subsequently monetizing these investments). • All of the these evidenced by McKinsey Global Survey on CG, that 2/3 of investors are willing to pay average 11% premium on stocks of well governed company.