1. 111
1 MARCH 2016
STRICTLY PRIVATE & CONFIDENTIAL
MIDDLE EAST & ASIA GROWTH FUND 1
US$ 1,000,000,000
LINKING USA WITH ASIA & MIDDLE EAST

2. 222
CONTENTS
I. THE RATIONALE
II. CORE STRATEGY
III. PROPOSED FUND STRUCTURE
IV. COMPLEMENTARY VALUE PROPOSITION FOR SPONSORS
V. KEY FUND TERMS
VI. RISK MANAGEMENT & GOVERNANCE
VII. PRPOSED INVESTMENT APPROVAL PROCESS
VIII. SELECT DEAL PIPELINE
IX. WORKING CAPITAL REQUIREMENTS – TILL FIRST CLOSING
X. APPENDIX

3. 333
 Engine of global growth is increasingly shifting towards Asia & the
Middle East led by favorable demographics
 On a Purchasing Power Parity basis, the size of economies of
select countries in Asia & the Middle East exceed those of
developed economies
 Growing and affluent middle class creating rapid demand for
consumer goods and services
 Fragmented consumer sector creates significant opportunities for
superior returns
 Opportunity to establish the US$ 1 Billion Middle East & Asia
Growth Fund 1
Capitalizing
on
opportunities
in the high-
growth,
high-return
consumer
space in
select
countries
THE RATIONALE
CAPITALIZING ON THE CONSUMER STORY

4. 444
THE RATIONALE (CONTD.)
TARGET REGION
Aggregate PPP GDP of the Target Region would far
outstrip developed economies in 2015
PROJECTED POPULATION 2015 (MILLIONS)
Target Region represents the most populous geography
in the world in 2015
Source : IMF World Economic Outlook 2015-20, April 2015
PROJECTED PPP GDP 2015 ($ BILLIONS)
Source : IMF World Economic Outlook 2015-20, April 2015
Capitalizing
on
opportunities
in the high-
growth,
high-return
consumer
space in
select
countries

5. 555
COUNTRY ALLOCATION (US$ MILLION)  Identified sectors provide the highest
growth opportunity and potential for high
returns
 Sectors driven by consumer demand
 Target countries represent the most
attractive opportunity and comparative
advantage
 Turkey, Indonesia & Saudi Arabia are the
only 3 Muslim countries in G-20
 Target Return : Gross IRR of 20-25%
FOCUS COUNTRIES FOCUS SECTORS
CORE STRATEGY
Education Environment &
Clean Energy
Logistics
Technology &
Media
Food & Agri Healthcare
Saudi Arabia UAE Turkey
Egypt India Indonesia
INVEST IN CONSUMER DRIVEN SECTORS
Financial Services
The Growth
Fund 1 is a
Private Equity
Fund focused
on rapidly
expanding
regions and
consumer-
driven sectors

6. 666
PROPOSED FUND STRUCTURE
The Growth
Fund 1 shall
be a
Conventional
Private Equity
Fund with a
parallel Islamic
Private Equity
structure
Sponsor 1 Sponsor 2
XYZ Capital Partners
(Fund Manager)
DIFC License
Investment
Committee
Sponsor &
Associates
Commitment
US$ 200 Million
Other Investors
(GCC, Asia &
Global)
GP
GROWTH
FUND 1
(US$ 1 Billion)
Food & Agri
Healthcare &
Education
Technology
& Media
Environment &
Clean Energy
Logistics Others
Financial
Services
GP
Islamic
Institutions &
Investors
ISLAMIC GROWTH
FUND 1
(US$ 500 MILLION)
Pro Rata
DUBAI INTERNATIONAL FINANCIAL CENTRE – A WELL ACCEPTED JURISDICTION

7. 777
A mutually
beneficial
relationship
enabling both
leading
names to
leverage the
inherent
strengths of
each other
 High-profile platform to leverage existing extensive global relationships
 Entry into new markets and well-researched sectors
 Experienced team to evaluate and conclude transactions
 Support investee companies in their expansion plans in the Asian, Middle East & USA markets
 Co-investment opportunities in the Asian, Middle East & USA markets
 Market development in the Asian, Middle East & USA markets
 Provides existing investors with a vehicle to invest in the Asian, Middle East & USA markets
 Access to quality deal flow
COMPLEMENTARY VALUE PROPOSITION FOR SPONSORS
LEADERSHIP IN ISLAMIC PRIVATE EQUITY

8. 888
FUND SIZE
GEOGRAPHIC FOCUS
SECTOR FOCUS
MINIMUM COMMITMENT
FUND STRUCTURE
HURDLE RATE
INVESTMENT TERM
MANAGEMENT FEE
CARRIED INTEREST
US$ 1.5 Billion (US$1 Billion Conventional & US$ 0.5 Billion Islamic)
Middle East, North Africa, Turkey, South Asia & South East Asia
Technology & Media; Food & Agri; Healthcare & Education; Environment &
Clean Energy; Logistics, Financial Services & Others
US$5 million
Conventional Limited Partnership Structure domiciled in Cayman Islands
8%
7 Years (+2 years)
1.5% per annum
20% of Carried Interest against Total Profit
INVESTMENT RETURN Gross IRR of 20-25%
KEY FUND TERMS
Parallel
Islamic
structure
provides
flexibility for
Islamic
institutions &
investors

9. 999
Compliance
with highest
international
standards,
industry best
practices and
ESG norms
RISK MANAGEMENT & GOVERNANCE
GOVERNANCE MEASUREMENT DISCLOSURE
• Create
independent risk
management
function
• Implement risk
management
function
• Defining the risk
profile
• Measurement,
monitoring and
management of all
risks
• Emphasis on
strong liquidity risk
management
• Appropriate due
diligence process
that is documented
and regularly
updated
• Transparency
• Qualitative &
Quantitative
measures
RISK MANAGEMENT
Defined processes and procedures will be established for ensuring compliance with:
• Anti-Money Laundering laws
• FATCA
• KYC Norms

10. 101010
PROPOSED INVESTMENT APPROVAL PROCESS
Transaction Origination
 Source, review, structure and
negotiate investment opportunities
 Fund Manager to agree draft
headline terms with counterparty
Preliminary Investment Proposal (PIP)
 Prepare PIP outlining key commercials and
financials
 Brief transaction description, counterparty
overview, commercial terms, financial forecasts
and estimated valuation & investment returns
Review by Investment Committee (IC)
 IC members to review, comment and approve
PIP
 PIP approval required within 5 business days
Agreement of Revised Terms
 Managers to incorporate terms
approved by IC in non-binding Term
Sheet
 IC approves proceeding with
transaction
Transaction Due Diligence
 Fund Manager to complete
transaction due diligence
 Managers to prepare detailed
Investment Proposal (IP)
Board Approval
 Managers to circulate IP to Board for approval
 Approval required within 10 business days
 Approval of majority of Board members required
Documentation & Completion
 Committed Term Sheet signed once Board approval granted
 Fund Manager to instruct legal advisers to commence legal documentation of transaction
 Fund Manager to manage legal documentation and completion – final sign off by GP
Structured
investment
approval
procedure

11. 111111
PROJECT C
(Food & Agri)
PROJECT E
(Clean Tech)
DEAL DEAL VALUE DESCRIPTION GEOGRAPHY STATUS
US$ 50 M
US$50 M
Preliminary
Evaluation
Asia
PROJECT A
(Technology)
Chennai-based company
engaged in providing
integrated solutions for wind
farms
US$ 30-50 M Asia
Preliminary
Evaluation
Leading food processing
company based in Gujarat,
India. Looking to expand
geographic footprint in Middle
East
Asia Preliminary
Evaluation
India’s largest e-waste
management company
covering 500 cities across 22
states. NASA recognized
technology innovator
PROJECT B
(Healthcare) US$50 - 75M
Preliminary
Evaluation
North AfricaCairo-based hospital
expanding bed capacity from
160 to 300 to cater to medical
tourists from Europe
PROJECT D
(Food & Agri)
US$50-60 M
Preliminary
Evaluation
South East
Asia
Palm oil company seeking
expansion funding for
capacity addition. Based in
Indonesia
SELECT DEAL PIPELINE

12. 121212
DEAL DEAL VALUE DESCRIPTION GEOGRAPHY STATUS
PROJECT F
(Education)
Multi brand educational
institution seeking capital to
expand geographic footprint
(250K students currently)
US$ 50 M GCC &
ASEAN
Preliminary
Evaluation
PROJECT G
(Banking)
US$100M
Unsolicited
Approach
South East
Asia
Opportunity to invest in
Singapore-based leading
Islamic investment bank and
refocus strategy to link to
GCC and USA
SELECT DEAL PIPELINE

13. 131313
WORKING CAPITAL REQUIREMENTS – TILL FIRST CLOSING
 Working Capital is estimated at US$ 5 Million to cover the following costs till the First Close for
Growth Fund 1 and Islamic Fund 1:
• Statutory costs- LP, GP & DIFC Fund Manager set up costs
• Regulatory fees and annual maintenance.
• Office setup
• Key management team & support team payroll costs
• Travel costs
• PPM/Marketing pitch deck , additional research & studies preparation
• Consultant fees
• Legal costs (drafting & finalizing agreements, structuring advice)
 A portion of the working capital costs will be recovered from other investors at closing of
both the Growth Fund 1 & Islamic Fund 1

14. 141414
APPENDIX

15. 151515
FUND
STRUCTURE
 The Fund is a Cayman legal entity structured as a limited partnership
 The General Partner (GP) is 100% owned by the Fund Manager
 Limited Partners provide a commitment to the Fund, which is drawn down pro-rata over the
Commitment Period
 Management fee of 1.5% to the GP and a performance fee of 20% of total profits, once the hurdle rate
of 8% is met
 The GP appoints the Fund Manager and provides the management fee and performance fees
 Sharia advisor to be identified for the Islamic Fund
FUND
MANAGER
XYZ CAPITAL
PARTNERS
 A Dubai International Financial Center based licensed asset manager with a category 3-C licence
 Board of Directors include the CEO and representatives of the Shareholders
 Management Team to be based in Dubai and have country offices as needed. Management Team
incentivized with share of profit as per market practice (50% of total carried interest)
INVESTMENT
COMMITTEE
 All investment decisions of the Fund are approved by the Investment Committee established by the
Fund Manager
 Fund Manager has a disciplined investment process and an incentive structure fully aligned with
investors’ interests
 Decisions of the Investment Committee will be by majority
ADVISORY
BOARD
 Representatives of anchor investors, select other investors and invited business leaders
 To oversee the broad policy guidelines of the Fund and approve any waiver of policy guidelines and
any conflict of interest that may arise
 Meet annually to be updated on key developments
 Chairman to be a high profile individual to enhance Fund profile
GROWTH FUND 1

16. 161616
THE MARKET OPPORTUNITY
HEALTHCARE SPEND IN TARGET REGION
(US$ BILLION)
EDUCATION MARKET IN TARGET REGION
(US$ BILLION)
Source : Alpen Capital, BMI Research, Deloitte, EIU, IBEF, Pacific Bridge Medical
Source : Al Masah Capital, Alpen Capital, Business Because
0
50
100
150
200
India Indonesia Turkey Egypt GCC
2015 2016 2017
0
20
40
60
80
100
India Indonesia Turkey Egypt GCC
2015 2016 2017
Attractive market
sizes of identified
sectors affords
opportunities for
selective and
compelling value
propositions
Source :CleanTechnica, jakartapost, Energypost
RENEWABLE ENERGY INSTALLED CAPACITY
(MW)
Market size projected to increase from US$ 233 bn
to US$ 340 bn at a CAGR of 13%
Market size projected to increase from US$ 133 bn
to US$ 188 bn at a CAGR of 12%
Installed capacity projected to increase from
56.7GW to 109.7GW at a CAGR of 25%
COMMERCIAL BANKS TOTAL ASSETS
(US$ BILLION)
0
500
1,000
1,500
2,000
2,500
India Indonesia Turkey Egypt GCC
2015 2016 2017
Source : BMI Research
Market size projected to increase from US$ 4.6 tn to
US$ 5.7 tn at a CAGR of 7%
0
10,000
20,000
30,000
40,000
50,000
India Indonesia Turkey MENA
2015 2016 2017

17. 171717
THE MARKET OPPORTUNITY
IT SPEND IN TARGET REGION
(US$ BILLION)
CONSUMER MEDIA & ENTERTAINMENT MARKET IN
TARGET REGION (US$ BILLION)
Source : Gartner, Deloitte, BMI Research Source : PwC, Strategy&
0
5
10
15
20
25
30
35
India Indonesia Turkey MENA
2015 2016 2017
FOOD & AGRI MARKET IN TARGET REGION
(US$ BILLION)
LOGISTICS MARKET IN TARGET REGION
(US$ BILLION)
Source : BMI Research, McKinsey, Gulf Business Source : Indian Express, Global Logistics Media, Research and Markets, JAFZA
0
100
200
300
India Indonesia Turkey Egypt GCC
2015 2016 2017
0
200
400
600
India Turkey Egypt Middle East
2015 2016 2017
Market size projected to increase from US$ 379 bn
to US$ 427 bn at a CAGR of 4%
Market size projected to increase from US$ 68 bn to
US$ 83 bn at a CAGR of 7%
Market size projected to increase from US$ 527 bn
to US$ 583 bn at a CAGR of 3%
Market size projected to increase from US$ 553 bn
to US$ 684 bn at a CAGR of 7%
0
50
100
150
200
250
India Indonesia Turkey GCC
2015 2016 2017
Attractive market
sizes of identified
sectors affords
opportunities for
selective and
compelling value
propositions