SHUAA-Annual-Report-2012

2 Annual Report 2012
FinancialHighlights

(AED millions)
Financial Highlights FY2012 FY2011 FY2010
Total revenues 137.3 99.3 188.4
Operating expenses (189.8) (240.1) (271.1)
of which compensation & benefits (111.8) (138.1) (149.5)
Provisions (9.4) (52.5) (42.1)
Impairment charges 0 (69.7) (39.2)
Gain/Loss from other investments 3.7 (30.7) (59.7)
Net profit/(loss) (58.2) (293.7) (223.7)
Total assets 1,375 1,606.1 1,922.4
Cash and deposits with bank 423.3 340.2 397.1
Loans and advances 562.4 576.4 605.3
of which GFC 513.9 437.9 301.0
of which private equity 14.6 34.3 68.8
of which margin lending 33.9 104.2 235.5
Total liabilities 269.4 437.2 447.6
Net debt 136.3 275.9 277.9
Shareholders' equity 1,105 1,168.5 1,474.4
Share price AED 0.55 AED 0.55 AED 1.25
Total outstanding shares 1,065 1,065 1,065
Net profit /(loss) per share AED (0.056) AED (0.28) AED (0.21)
Book value per share AED 1.04 AED 1.10 AED 1.39
Price to book value 0.53 0.50 0.90
Total revenues include gain/(loss) from investment as Financial Statements were not restated.
Financial Highlights

3Annual Report 2012
ResultsandOutlook

Results and Outlook
Targets 2012 Results 2012 Guidance 2013
Revenues
Maintain revenues despite restructuring/
brokerage exit
Revenues
38% increase
Revenues
Double-digit increase
Net Profit/(Loss)*
AED (40) million to AED (60) million
Net Profit/(Loss)*
AED (59) million
Net Profit/(Loss)*
AED (18) million to AED 6 million
Operating Expenses
AED (191) million
Operating Expenses
AED (189.9) million
Operating Expenses
10% reduction to AED (170) million
Headcount - Restructuring
Reduce to sustainable level
51% reduction in SHUAA ex GFC
Single-digit increase
Cost/Income Ratio
Improve from 242% to 137%
Cost/Income Ratio
138%
Cost/Income Ratio
Double-digit reduction
ROAE
Improve from (19.9%) to (4.3%)
ROAE
(5.8%)
ROAE
Improve to 4.4% (2014e)
Monthly Cash Burn
AED 3.0 million by year-end
Monthly Cash Burn
Below AED 3.0 million per month
Monthly Cash Burn
Remain stable
Liabilities
Pay down bank debt
Liabilities
38.4% reduction
Liabilities
Pay down core debt, raise new medium
term debt
Cash
Liquidate non-core assets to generate
cash
Cash
24.4% increase
Cash
Liquidate non-core assets, redeployment
Leverage Ratio
Deleverage balance sheet for
redeployment
Leverage Ratio (net debt/equity)
47.8% reduction to 0.12x
Leverage Ratio
Increase leverage to grow Credit
businesses
Equities Businesses
Break even
Equities Businesses
AED 0.7 million profit
Equities Businesses
Break even or profiitable
Credit Business
Invest but remain profitable
Credit Business
AED 3 million profit after significant
investment in growth
Credit Business
Double-digit growth
*Attributable to equity holders of the parent

SHUAAOverview

SHUAA Capital psc (“SHUAA”) is the UAE’s
premier publicly listed financial services
institution which offers a broad range of
asset management, corporate finance
advisory, capital markets and credit services
including lending, to regional SMEs, HNWIs
and institutions.
SHUAA has positioned itself to be an
essential partner to its clients, delivering
value-added advice, products and services.
Since 1979, it has played a prominent role
in shaping the financial services landscape
of the GCC. It continues to be a leader in
bringing global investment to the region
and fostering the growth of intra-regional
economic and business development, with
an emphasis on the UAE, where SHUAA is
headquartered.
SHUAA is consistently recognized for its
exceptional product offering and excellence
in financial services, in particular for its asset
management and SME financing activities.
SHUAA Overview

5Annual Report 2012
SHUAAOverview

SHUAA – Business Divisions
Asset Management manages proprietary
and third party Funds as well as Discretionary
Portfolio Mandates for high net worth individuals
and institutions. Offering both conventional
and Shariah-compliant equity and fixed income
investments, the division’s products span
fourteen regional stock exchanges. SHUAA Asset
Management’s Pan-Middle East & North Africa-
focused Arab Gateway Fund was launched in 1999
and holds the longest track record for an equity fund
in the region. Other funds include the UAE-focused
Emirates Gateway Fund, winner of the Best UAE
fund in 2011 and 2012.
SHUAA Asset Management was awarded Best UAE
Asset Manager 2012 by EMEA Finance for the third
consecutive year. At December 2012, client assets,
including private equity amounting to AED 965
million were managed in a fiduciary capacity.
Investment Banking provides corporate finance
advisory, equity and debt capital markets, mergers
and acquisitions expertise, private placements,
structured products and other services.
In 2012, it participated as Joint-Lead Manager on
the initial public offering (IPO) and admission of
the share capital of NMC Health plc, a leading
integrated UAE healthcare provider, to the
premium listing segment of the Official List of the
United Kingdom Listing Authority (UKLA) and to
trading on the main market for listed securities on the
London Stock Exchange (LSE). NMC Health was also
the first ever Abu Dhabi company to list on the LSE.
With respect to IPOs, SHUAA ranked first historically
in the UAE, having brought to market such
companies as DP World, Deyaar Development,
Aramex International, Arabtec Construction, Air
Arabia and Gulf Navigation. Since 2008, SHUAA has
executed over AED 2.6 billion in M&A transactions
including sales, acquisitions, and restructurings, as
well as a number of cross-border deals in various
sectors.
As part of the investment banking business, Capital
Markets provides sales and trading access to global
markets for SHUAA’s institutional and high net
worth client base. The Group offers market access,
execution and portfolio advisory services. Through
Capital Markets, clients gain access to global
equities and fixed income, primary issues as well as
OTC derivatives, and liquidity through an extensive
network of local and international counterparties.
The Research department produces sectoral
research on listed companies across the GCC with
emphasis on coverage of UAE and Saudi equities
and trading opportunities.
Credit provides asset management and advisory
services for asset-based commercial loan funds.
Credit also offers investment origination and
sourcing, portfolio and client fund management,
product development and capital raising for debt
investment products and portfolios. In providing
financial advisory services, Credit supports
SHUAA clients and partners with debt structuring,
arranging and balance sheet management
expertise.
SHUAA’s wholly owned subsidiary, Gulf Finance
Corporation (“GFC”) serves the niche UAE
consumer and Small and Medium Enterprise
(SME) segments with asset finance, invoice
finance, corporate deposits, financial guarantees
and business loans. The Consumer Finance
division of GFC offers marine finance, personal
loans and branded lending. GFC has a long-term
BB rating, as of September 2012 from Capital
Intelligence. Gulf Installments Company, a related
company, was established in late 2012 to provide
Shariah‑compliant asset financing to SMEs in Saudi
Arabia.
Corporate manages future corporate
development and controls all cash and shared
service expenses related to the Group. All
proprietary investments are managed within this
business segment which also comprises strategy
and business development, legal and compliance,
finance, treasury, operations, risk management,
investor relations, corporate communications,
marketing, information technology and human
resources.
Brokerage represents the tail of the SHUAA
securities business which ceased operations with
effect from 31 January 2013.

Ournewlogo

Our new logo
New Brand Represents New Direction
From its founding as Arabian General Investment Corporation in 1979, SHUAA has undergone two major
corporate identity transitions, the latest in October 2012 when the company introduced its new logo.
1979 2000 2012
The Arabian General Investment
Corporation (AGICO), a public limited
liability Company, was incorporated in
1979 by Emiree Decree of His Highness
Sheikh Rashid Bin Saeed Al Maktoum,
Ruler of Dubai and Vice President of the
United Arab Emirates. The logo used
from its founding in 1979 until its name
change in 2001 was an Arabic symbol.
In 2000, the Company completed its
name and identity change from “AGICO”
to SHUAA Capital. SHUAA is the Arabic
acronym for Arabian General Investment
Company and means “ray” in Arabic.
The Company unveiled its new logo in
October 2012 and the word “Capital” was
dropped from the name. This signalled
thebreakwiththepastandestablishment
of the new strategic direction. The new
logo places an emphasis on representing
a fully-integrated business by one brand.

7Annual Report 2012
Contents

Contents
Financial and Operating Review......................................... 8
Business Review............................................................................... 13
Executive Chairman’s Letter................................................23
Operating model and strategy........................................... 27
Leadership and Governance................................................. 31
Financial Statements................................................................. 47


Financial and Operating Review
Financial and
Operating
Review

9Annual Report 2012
FinancialandOperatingReview
Financial and
Operating Review
Results Summary
Revenues for the full year 2012 were
AED 137.3 million, up 38% from AED 99.3
million recorded in 2011.
During the year 2012, general and
administrative expenses fell by AED 37.7
million to AED 171.4 million. Overall the
Company recorded a total net loss of
AED 59 million, versus a loss of AED 293.8
million for 2011.
SHUAA Capital has taken provisions and
one off charges of AED 9.4 million, while
recording gains of AED 12.7 million in
SHUAA-managed funds as well as AED 3.7
million in non-core investments.
Interest income in 2012 was AED 86.2 million
of which Lending generated AED 73.0
million, AED 10.7 million was attributable to
Corporate, AED 1.3 million from Investment
Banking and AED 0.9 million from
Brokerage.
Fees and commission income during
the year were AED 38.3 million of which
AED 17.7 million was attributable to Asset
Management, AED 7.2 million to Brokerage,
AED 2.6 million to Lending, AED 9.8 million
to Investment Banking and AED 0.99
million to Treasury. The bulk of general
& administrative expenses of AED 171.4
million included compensation & benefits
of AED 111.8 million, professional fees of
AED 18.6 million, and office rent of AED 12.1
million.
Interest expenses were AED 11.7 million
which were driven by Corporate Treasury
AED 0.3 million and Lending AED 11.4 million.
The majority of the negative AED 9.4 million
of net provisions were from Lending at
a loss of AED 14.4 million and Corporate
Treasury at a loss of AED 6.1 million.
Brokerage recorded a related gain of
AED 10.6 million due to provision reversal,
while Asset Management recorded a small
gain of AED 0.3 million and Investment
Banking an even smaller one at AED 0.2
million.
Gains/(losses) from other investments
of AED 3.7 million included a profit on
several legacy portfolio positions as well as
negative revaluations on associates.

Balance Sheet
SHUAA’s solid balance sheet is of critical
importance in the face of adverse market
conditions and the changing competitive
landscape. The balance sheet remains
strong with total assets of AED 1.4 billion at
year-end.
SHUAA Group –Total Assets incl. Cash
InAEDmillions
1,3751,4251,470
1,5711,6061,691
1,8771,861
423344272345340341412448
4Q123Q122Q121Q124Q113Q112Q111Q11
Total assets Cash and deposits with bank
We ended the year with a solid cash
position of AED 423.3 million against total
liabilities of AED 269.4 million, as compared
to cash of AED 340.2 million and total
liabilities of AED 437.2 million in 2011.
SHUAA Group − Total Liabilities
InAEDmillions
269
298
329
406
437
396
422405
4Q123Q122Q121Q124Q113Q112Q111Q11
Total liabilities
We continued to pay down debt, but the
debt reduction to AED 136.3 million was
offset by an increase of AED 34.4 million in
new lending facilities for Gulf Finance.
Installment credits, loans and advances
were down slightly to AED 562.4 million, of
which AED 513.9 million are related to SME
Lending (up from AED 437.9 million in 2011),
AED 33.9 million related to Margin Lending
which is down from AED 104.2 million and
the remaining AED 14.6 million are related
to Private Equity. We have rigorously and
decisively reduced our risk exposures to set
SHUAA on a stronger footing.
33.940.2
68.468.1
104.2
125.1
186.5
209.7
4Q123Q122Q121Q124Q113Q112Q111Q11
Brokerage Margin Loans*
InAEDmillions
*SHUAA Capital Balance Sheet -Installment Credits, Loans and Advances
-84%
14.616.1
28.7
34.434.3
38.535.2
68.9
4Q123Q122Q121Q124Q113Q112Q111Q11
Private Equity Funds Leverage*
InAEDmillions
-79%
Total shareholders’ equity stood at AED 1.1
billion at year-end 2012, versus AED 1.2 billion
at the end of 2011.
One of our key focus areas has been
reducing the portfolio risk of our non-core
assets. Overall non-core investments were
reduced by 59.1% year on year. The exit of
77.6% of the non-core investments in third-
party funds, and the 88.3% reduction of
our securities portfolio makes us much less
susceptible to market volatility.
Non-core assets, which had been the major
source of losses in the past few years until
2012, were recorded at AED 142.9 million and
we do not expect any more material write-
downs on these assets.
Shareholders’ equity was reduced by
AED 63.4 million to AED 1.1 billion at the end
of the year and book value per share was
AED 1.04.

11Annual Report 2012
Segmental Performance
The Lending business recorded revenues
of AED 75.6 million in 2012 and a profit
of AED 3.0 million, compared to AED 61.2
million and AED 23.4 million in 2011.
As of 31 December 2012, the loan book of
GFC consisted of diversified exposure to the
following sectors: power, oil, gas & water
13.2%, logistics 17.5%, printing & media 12.3%,
manufacturing 23.6% and healthcare 6%.
The Asset Management business, which
includes Private Equity, funds and
discretionary portfolio mandates, recorded
revenues of AED 18.0 million in the year
under review and a profit of AED 1.8 million.
The Investment Banking business continued
to have a difficult year in line with the
prevailing market conditions. The division
still has a significant number of mandates
and expects to be able to bring them to
market as soon as the market situation
improves. Investment Banking recorded
revenues of AED 11.2 million and a loss of
AED 1.4 million in 2012. Revenues include
commissions on sales and trading, which
had a successful year.
Brokerage recorded revenues of AED 8.1
million and reported a net profit of AED 0.3
million in 2012 due to provision reversal. Net
costs including provisions and goodwill
related to brokerage fell 95% to AED 7.8
million from AED 152.6 million in 2011.
SHUAA expects to complete the close
down of its retail brokerage unit in the first
half of 2013, which discontinued business
operations on 31 January 2013.
Corporate recorded revenues of AED 24.4
million and a total loss of AED 62.7 million,
compared to a loss of AED 178.1 million in
2011. This improvement stems from a drop
in total expenses and reduced headcount
from 282 at the end of 2011 to 200 at the end
of 2012 (including Gulf Finance Corporation).
Additional rent savings are expected to be
realised in 2013.
18.0
11.2
8.1
75.6
24.4
Asset
Management
Investment
Banking
Brokerage
Lending
Corporate
Total Revenues FY 2012
FY 2012 –Segmental Revenue Breakdown
InAEDmillions
Year-on-Year Development
Keydrivers
64% revenue improvement due to IPO activity and increase in
Sales & Trading
59% reduction in line with exit from retail brokerage
AED 37 million positive swing, mainly due to strong performance
of SHUAA managed funds
38% revenue growth y-o-y
24% increase due to higher interest income
Revenue decline mainly due to exit of SHUAA Partners Fund I
137.3

Restructuring Program
The rightsizing programme which
commenced in 2011 was completed during
2012.
In total, the Company (excluding GFC)
commenced 2012 with 189 employees,
following the departure of 8 additional staff
at the end of 2011 who were included in the
closing headcount for 2011 of 285 (includes
85 from GFC). This number was reduced
by 88 positions during 2012 as Jordan
and Egypt were closed and the Saudi
presence reduced, along with downsizing
in back office and asset management,
leaving a final headcount of 101 (non-GFC)
by 31 December 2012, well ahead of the
programme target forecast of 124.
The corresponding reduction in direct
expenses was more than AED 20 million
from compensation and benefits alone.
Another AED 3.1 million in rent savings were
realized when SHUAA consolidated Dubai
offices in Emirates Towers and Currency
House (DIFC) locations during the year.
The Company intends to make selective
hires in 2013 in operating divisions targeted
for growth.
Positioning for Renewed Profitability
In 2012 the Company completed the
restructuring programme, and put
business focus where it believes it has
strategic market advantage, namely, asset
management, capital markets and credit.
Integral to this strategy has been the
development of a comprehensive revenue
enhancement programme to ensure these
business areas are able to reach their full
potential.
SHUAA is in a relatively strong position and
has leading business lines as well as a strong
balance sheet with minimal debt and a
positive cash situation. The paramount
objective of the Board of Directors and
senior management has been to bring
liquidity and the strength to the balance
sheet in order to redeploy it towards profit
making activity.
82%86%
112%
66%
136%
207%
99%
154%
4Q123Q122Q121Q124Q113Q112Q111Q11
Compensation Ratio (Comp & Benefits/Revenues)Group Operating Expenses
InAEDmillions
271
240
189.8
170
2010 2011 2012 2013E
Net Profit/(Loss)*
InAEDmillions
2013E Guidance
-1000
-800
-600
-400
-200
0
2008
Net Profit/(Loss)
2013E
Range
SHUAA maintains its guidance for 2013 with a bottom
line result range between a net profit of AED 6 million
and a net loss of AED 18 million.
Equities Businesses are expected to break even while
Credit and Capital Markets are expected to be profiitable
Pace of liquidity generation and balance sheet
redeployment to Credit and Capital Markets will have
impact on 2013 guidance
-948.5
-529.8
-223.6
-293.8
-59.0
6.0
-18.0
* Attributable to Equity holders of the parent
20132012201120102009

Business Review
Business
Review

Business Review
Market Environment
The Arab spring aftermath combined
with the on going European debt crisis,
the U.S. election and budget standoff
and more restructuring of the financial
services industry impacted the MENA
capital markets with lacklustre volumes
and reduced new issuance for much of
2012. However, MENA equity markets
ended the year mostly up. The S&P Pan
Arab Composite closed the year up 3.7%
with Qatar up, at about 4.6% and Bahrain
down 6.8%, respectively. In comparison,
the MSCI Emerging Market Index increased
15% during 2012, largely due to the China
component.
MENA has gained credibility as a compelling
investment opportunity, with significant
operating cash flow profitability, low
effective tax rates, low leverage and
relatively high dividend yields compared to
the US (S&P 500), Europe (MSCI), BRIC (MSCI)
and Emerging Markets (MSCI). However,
the UAE bourses failed through 2012 to
rebound and the country suffered from a
low market capitalization-to-GDP ratio at
47%, compared to Bahrain at 64%, Saudi
Arabia at 89%, Jordan at 99% and Qatar
at 103%. The UAE market also had a low
earnings multiple compared to other Gulf
markets (11.0 times in the UAE vs Qatar at
12.2 times and Saudi Arabia at 14.5 times)
and price to book (1.0 times in the UAE vs
Egypt at 1.5 times, and Saudi Arabia and
Qatar at 1.9 times). Moreover, the UAE offers
huge projected spending on construction,
infrastructure and petrochemicals, a young
and growing population and substantial
energy reserves which should create new
investment opportunities.
The economic recovery path will continue
to have risks emanating from both the
developed world and the region. However,
the UAE has proven itself a politically secure
and stable haven for investment during
the last two years as it has attracted flight
businesses and direct investment.
Meanwhile, the government has recognized
the opportunity to consolidate its lead
and is proceeding with the development
of a larger Islamic finance market, market
regulatory reforms to protect investors
and to give those raising capital more
flexible options, such as simpler listing
requirements for SMEs.
Allowing higher percentage foreign
ownership of non-strategic assets, getting
the UAE represented in the MSCI Emerging
Markets Index, uniting the country’s bourses
and reforming the bankruptcy law would
be major steps towards helping the UAE
consolidate that lead as the region’s pre-
eminent financial centre.
SHUAA Business Divisions
Over the past 33 years as a GCC-based
international financial services institution,
SHUAA has built a brand and reputation.
With regional know-how and longstanding
client relationships, we have pioneered
advancements in the industry and have
achieved milestones that have helped
develop regional capital markets and our
clients’ business. Our industry expertise
across our core business divisions enables
us to deliver tailored solutions to these
clients. During 2012, SHUAA completed the
restructuring programme begun in 2011
to lay the foundation to grow and provide
more financial visibility to our shareholders.

Business Review
Lending
Gulf Finance Corporation, SHUAA’s wholly-
owned subsidiary, enjoyed another
strong year in 2012, with solid profitability,
accelerated momentum in diversifying the
business mix and a strong performance in
arrears management. The business recorded
revenues of AED 75.6 million in the year
under review and a profit of AED 3.03 million
in FY 2012, compared to AED 23.4 million
last year, due to significant investment for
further growth in 2013.
513.9495.5
466.0
433.5437.9
400.7380.0
291.3
4Q123Q122Q121Q124Q113Q112Q111Q11
Lending (GFC)*
InAEDmillions
+76%
Gulf Finance is a progressive lending
company licensed and regulated by the
UAE Central Bank. It focuses on meeting
the transactional lending requirements of
the UAE Small and Medium Size Enterprise
(SME) market, along with selective
participation in profitable niche consumer
segments.
SMEs are of unique complexity and in
many instances fall between the retail and
corporate product offerings of the universal
commercial banks. As such, many successful
SMEs find it difficult to raise funding to
support the ongoing development of their
businesses.
GFC has continued to perform in line
with expectations and has been the
main revenue driver for the business. Gulf
Finance continued to grow its loan book in
2012 and expects to increase the net loan
deployment rate in 2013. Plans are already
underway to expand its operations in Saudi
Arabia with a Shariah-compliant credit
and leasing business, Gulf Installments
Company.
Within the SME market, Gulf Finance
focuses on supporting two specific types
of businesses, which includes sophisticated
early stage businesses with strong
credibility, good cash flow and tangible
security, and secondly, businesses with a
proven track record, but which are outside
of the standard credit criteria of mainstream
lenders.
GFC Loan Portfolio (end 2012)
Power, Oil, Gas &Water Composition 13.2%
Manufacturing 23.6%
Marine 4.5%
Retail 3.5%
Logistics 17.5%
Wholesale 4.0%
Sport, Leisure & Hospitality 4.3%
Professional 1.7%
IT 1.1%
Healthcare 6.0%
Personal 0.4%
Construction 1.7%
Metals & Minerals 2.1%
Other 3.7%
Printing & Media 12.5%
Infrastructure 0.2%
Over the last decade, Gulf Finance has
provided more than AED 3 billion in
financing to SMEs in the United Arab
Emirates, making it one of the most
active non-bank providers of financing.
Gulf Finance believes that it remains
well positioned to achieve future profit
growth, with a strong balance sheet,
ample provisions and a developing market
presence.

Business Review
Lending (AED `000)
2012 2011
Interest income 72,992 57,168
Net fees and commissions 2,590 4,016
Total revenues 75,582 61,184
General & administrative expenses (43,997) (30,267)
Interest expenses (11,423) (5,534)
Depreciation (2,743) (2,625)
Provisions (14,387) 671
Total expenses (72,550) (37,755)
Net gain/(loss) before gains/(losses) from other investments 3,032 23,429
Profit/(loss) for the period 3,032 23,429
Attributable to:
Non-controlling interests - -
Equity holders of the parent 3,032 23,429

Business Review
Asset Management
manages SHUAA’s investment funds,
private equity funds, as well as discretionary
portfolio mandates, recorded revenues of
AED 18 million in the year under review and
a profit of AED 1.8 million in 2012, compared
to AED 5.2 million last year.
SHUAA’s flagship funds, the Arab Gateway
Fund and the Emirates Gateway Fund,
continued to outperform their peers and
benchmarks. The Arab Gateway Fund
returned 9.02% in 2012, outperforming its
benchmark, the S&P Pan Arab Composite
Index, by 5.10%. The Emirates Gateway
Fund also outperformed its peers with a
performance of 30.94% in 2012, 3.85% above
its benchmark, the S&P UAE Composite
Index.
Assets Under Management
InAED millions
815827 805 778
718
619 608 619 616 602 593 581
Feb-12
Jan-12
Mar-12
Apr-12
May-12
Jun-12
Jul-12
Aug-12
Sep-12
Oct-12
Nov-12
Dec-12
SHUAA Credit is working closely with
the Asset Management team on the
development of credit products to be
launched in 2013.
In the second half of the year, SHUAA
closed its SHUAA Partners Fund following
the sale of its two remaining investments
generating an IRR of 7.6% over its
investment period. During the Fund’s
vintage period, from 2005 to 2012, public
equity markets in the UAE (MSCI UAE Index)
posted a decline of 78%.
SHUAA was chosen as the Best Asset
Manager in the United Arab Emirates by
EMEA Finance for the third consecutive year.
The Emirates Gateway Fund was voted “UAE
Equity Fund of the Year” for 2012 by MENA
Fund Manager for the second year in a row.
With the longest fund track record in the
MENA region dating back to 1999, SHUAA is
widely recognized as a pioneer and industry
leader of the regional asset management
industry. The business division remains at
the forefront of investment management
today and offers SHUAA’s clients a range of
comprehensive and tailor-made investment
solutions based on the expertise of its
investment professionals.
SHUAA Asset Management relies on
a fundamental research approach by
blending top-down identification of major
macroeconomic and sector-specific trends
with long-term, bottom-up selection of
core value picks. Portfolio managers utilize
technical analysis in timing optimal entry
and exit points and take advantage of
short-term price trends, favouring securities
with improving fundamentals, positive
sentiment, and trading at a discount to
intrinsic value. All of SHUAA’s funds and
discretionary portfolio mandates are
optimized by quant analysis, as well as risk
management tools.
In order to streamline activities and focus
on areas of strength, SHUAA’s Private Equity
business has been amalgamated into Asset
Management. The SHUAA Saudi Hospitality
Fund I is a Shariah-compliant closed-end
Fund Performance 2012
FUND INCEPTION NAV DATE NAV/S CRSI% YTD% BENCHMARK OUTPERFORMANCE
Arab Gateway Fund 1999 Dec 17 2012 Dec 31 USD 23.08 130.80% 9.02% 3.92% 5.10%
Emirates Gateway Fund 2002 Apr 17 2012 Dec 31 AED 6.36 154.24% 30.94% 27.09% 3.85%
Qatar Gate Fund (N) 2005 Aug 31 2012 Dec 31 QAR 87.83 -12.17% -2.66% -4.79% 2.13%
Qatar Gate Fund (Q) 2005 Aug 31 2012 Dec 31 QAR 89.11 -10.89% -3.13% -4.79% 1.66%

Business Review
real estate investment fund launched by
SHUAA Capital Saudi Arabia in August
2008, under the laws and regulations of
the Kingdom of Saudi Arabia. The Fund
is offered as a private placement and
regulated by the Saudi Capital Market
Authority (CMA), in accordance with the
Real Estate Investment Funds Regulations. It
was established in partnership with Rotana
Hotel Management Company.
During 2011 the SHUAA Saudi Hospitality
Fund I completed land acquisitions in Saudi
Arabia, one in Riyadh and one in Jeddah.
The land is being developed into hotels
which will be managed by Rotana Hotel
Management Corporation, the leading hotel
management company in the Middle East
and Africa.
SHUAA’s other fund, Frontier Opportunities
Fund I, is monitoring exit opportunities on
the remaining investments and stopped
charging management fees in 2011.
Asset Management (AED `000)
2012 2011
Interest income 265 307
Gains/(losses) from investments in SHUAA managed funds - -
Interest expenses - -
Depreciation - (40)
Provisions 300 -
Goodwill impairment charge - -
Net gain/(loss) before gains/(losses) from other investments 1,783 5,344
(Losses)/gains from other investments 5 (113)
Profit/(loss) for the period 1,788 5,231
Attributable to:
Non-controlling interests - 24
Equity holders of the parent 1,788 5,207

Business Review
Investment Banking
Despite another difficult year with poor
market conditions, Investment Banking
recorded revenue growth of 64% to
AED 11.2 million for 2012 (vs AED 6.8 million
in 2011) and a loss of AED 1.4 million in
2012, compared to a loss of AED 14.4
million in 2011. Revenues include fees and
commissions from sales and trading, as well
as investment banking advisory income.
In April 2012, SHUAA was joint-lead manager
on the successful IPO of NMC, a leading
integrated UAE healthcare provider, the
first ever Abu Dhabi company to list on the
London Stock Exchange.
Towards the end of 2012, SHUAA entered
into a Memorandum of Understanding with
PT Pratama Capital Indonesia regarding
collaboration between the two firms,
to offer a variety of investment banking
services to issuers and investors in the UAE
and the Republic of Indonesia.
Also, towards the year end, SHUAA was
appointed financial advisor to Urbanos
Group, Portugal’s leading ground handling
and logistics company. SHUAA was
appointed to offer support and advisory
services for business development
and funding requirements as Urbanos
establishes its hub in Dubai and builds out
is operations regionally.
Following the signing of a Memorandum of
Understanding with Dubai SME in August,
SHUAA provided business valuations and
business planning consultancy seminars
for high growth companies identified
by the Government’s Department of
Economic Development Agency for Small
and Medium Enterprises as potential
listing candidates. The effort is part of the
Government’s plan to strengthen the SME
sector and SHUAA’s objective of providing
advisory services and capital to SMEs
wishing to expand.
Investment Banking (AED `000)
2012 2011
Trading income 81 297
Gains/(losses) from investments in SHUAA managed funds - -
Interest expenses - -
Depreciation - -
Provisions 212 (7,105)
Net gain/(loss) before gains/(losses) from other investments (1,408) (14,429)
(Losses)/gains from other investments - -
Profit/(loss) for the period (1,408) (14,429)
Attributable to:
Non-controlling interests - (6)
Equity holders of the parent (1,408) (14,423)
SHUAA is a leading provider of corporate
finance advisory and capital raising
services in the UAE. Building on long-term
relationships, Investment Banking leverages
its regional and international expertise,
market intelligence and resources to
deliver value-added services that benefit
both issuers and investors. The corporate

Business Review
finance team has experience advising on
the structuring and execution of capital
raising transactions as well as mergers and
acquisitions. The combination of regional
knowledge, an understanding of investors’
needs and broad coverage allows SHUAA
to offer tailor-made investment banking
solutions to private and public companies.
Within Capital Markets, Sales and Trading
saw an increase in commission revenue
and trading volumes in 2012, a trend which
is expected to continue in 2013 with new
product and service offerings.
Sales and Trading provides institutional
clients with market intelligence, advice
and liquidity on GCC and MENA securities
including equities, fixed income and
derivatives. The desk has an extensive
network of local and international
counterparties due to being one of the
most established trading divisions in the
region.
The group’s Portfolio Advisory Services
team provides High Net Worth Individuals
with advice on regional products and
access to the global markets.
The Research department provides
independent research on listed GCC
companies and sector coverage, particularly
UAE and Saudi markets, with a key focus on
under-covered names where most value
can be added for clients. SHUAA’s top picks
in 2012 (Emaar, Agthia, NMC, Mouwasat,
FGB and NBAD) yielded an average return
of about 14% and the conviction SELL
call on Arabtec performed in line with
expectations as well, with the stock down
19% from point of coverage initiation.
During 2012, SHUAA expanded research
coverage to 24 names over a 9-month
period and the coverage encompassed 55%
of total UAE market cap and 75% coverage
for the Dubai Financial Market by year-end.

Business Review
Brokerage
In the Brokerage Business, SHUAA recorded
reversal of a provision resulting in a small
profit of AED 0.3 million, compared to a loss
of AED 129.9 million in 2011.
The former retail brokerage business,
SHUAA Securities, had been running at
a net loss for the period of 2010 through
2011, leading to the decision to close it
and reposition the business towards
institutions and HNWIs during 2012, as part
of Investment Banking. Post Arab Spring,
it became increasingly clear that many
securities firms in the UAE, despite market
consolidation, were unable to generate
a profit in brokerage and several players,
including SHUAA, have decided to cease
retail brokerage operations.
SHUAA therefore further developed its
institutional sales and trading business
in 2012 to focus on providing services to
corporations, funds, family offices and High
Net Worth clients, and reports that business
with investment banking segment income.
Due to the exit from the retail brokerage
business, total expenses related to
brokerage fell 95% to AED 7.8 million from
AED 152.6 million in 2011. SHUAA expects to
complete the retail brokerage close down in
the first half of 2013.
Brokerage (AED `000)
2012 2011
Interest income 916 3,061
Interest expenses - (12)
Depreciation (207) (7,917)
Provisions 10,558 (41,578)
Goodwill impairment charge - (69,683)
Net gain/(loss) before gains/(losses) from other investments 286 (132,692)
(Losses)/gains from other investments (40) 2,780
Profit/(loss) for the period 246 (129,912)
Attributable to:
Non-controlling interests (42) (46)
Equity holders of the parent 288 (129,866)
Source: Dubai Financial Market and Abu Dhabi Stock Exchange

Business Review
Corporate
The Corporate division recorded revenues
of AED 24.4 million in the year and a loss of
AED 62.7 million compared to a 2011 loss of
AED 178.1 million.
The Corporate division is the backbone
of our client facing business divisions and
provides corporate services and business
support in the core areas of finance
and accounting, legal, compliance, risk
management, operations and information
technology, investor relations, corporate
communications and marketing, as well as
human resources. The Corporate division
also manages the cash and treasury
functions, ensuring liquidity reserves and
funding lines are available at all times.
During 2012, the reduction in headcount
enabled SHUAA to consolidate its
headquarters premises in Emirates Towers
and Currency House in Dubai, achieving
reduction in office rental costs while
maintaining a presence in the DIFC area.
The Corporate division holds investments
in business lines under development,
e.g., SHUAA Capital Saudi Arabia, and
the remainder of the legacy investment
positions, including investments in
associates, as well as the seed capital in
SHUAA managed funds.
Corporate (AED `000)
2012 2011
Net fees and commissions 986 958
Gains/(losses) from investments in SHUAA managed funds 12,722 (31,819)
Total revenues 24,448 (12,438)
Interest expenses (277) (10,625)
Depreciation (3,825) (4,278)
Provisions (6,128) (4,514)
Total expenses (90,133) (132,245)
Net gain/(loss) before gains/(losses) from other investments (65,685) (144,683)
(Losses)/gains from other investments 3,781 (33,386)
Profit/(loss) for the period (61,904) (178,069)
Attributable to:
Non-controlling interests 789 74
Equity holders of the parent (62,693) (178,143)


Executive Chairman’s Letter
Executive
Chairman’s
Letter


Dear Shareholders,
In last year’s annual report I highlighted that the actions we have taken, coupled with
our solid balance sheet, will give our shareholders increased financial visibility and an
opportunity to renew their confidence in SHUAA. Underscoring our commitment to
shareholders, we became one of the first listed companies in the UAE to introduce earnings
guidance and targets. I am very pleased to report that our 2012 results are in line with our
guidance.
After serving as Chairman of the Board since May 2011, in April 2012, I took on the additional
responsibility of becoming Executive Chairman to lead the restructuring and repositioning
programme at SHUAA. Since then, we have met several important milestones. We
succeeded in completing four major turnaround initiatives: a rightsizing programme to
reduce cost to a sustainable level, the reduction of non-core assets to further improve our
liquidity position, the protection of our strong balance sheet, and the launch of a new
strategic, operational and financial roadmap that will pave the way to profitability.
Our staffing during 2012 was reduced by 29% and we lowered operating expenses by 21%.
As a result of the cost reduction program, SHUAA’s cost/income ratio dropped from 242 per
cent to 137 per cent. The full impact of staff reduction will be visible in the first quarter of
2013; this includes the exit of the retail brokerage business. Our total assets at year-end 2012
were AED 1.4 billion, of which AED 423 million was cash. Total liabilities were down 38.4 per
cent to AED 269 million at year-end. The leverage ratio stood at 0.12.
The year saw not only the completion of our restructuring plan, but also some notable
business achievements, such as the continued success of our UAE funds management.
SHUAA Asset Management was awarded UAE Equity Fund of the Year 2012 for the superior
performance of the Emirates Gateway Fund by MENA Fund Manager. The SHUAA Emirates
Gateway Fund outperformed its peers with a performance of 30.94% in 2012 — well ahead
of its benchmark, the S&P UAE Composite Index, the DFM and the ADX. SHUAA Asset
Management was also awarded Best UAE Asset Manager in 2012 by EMEA Finance for the
third consecutive year.
In investment banking, SHUAA was joint lead manager on the NMC Health IPO, the first Abu
Dhabi company to list on the LSE. Further, SHUAA has been working closely with Dubai
SME to assist this important growth sector in attaining access to capital for expansion, both
through Gulf Finance Corporation (GFC), which provides asset-backed financing, and by co-
hosting seminars on business valuation for leading Dubai SMEs, which may be considering
a future listing.
For the second consecutive year, Gulf Finance Corporation was voted best SME Finance
Company at the Banker Middle East Industry Awards in 2012, in recognition of its SME


financing activities. Founded in 1998, this business is one of the private equity success
stories of SHUAA and is the backbone of our credit business.
SHUAA will also continue to develop its Capital Markets business with the aim of restoring
the Firm’s historic leadership position in that sector. We will continue to focus on our key
strengths in Asset Management, which includes discretionary portfolio management,
long-only equity funds and private equity and Investment Banking with capital raising and
advisory services.
In October, I presented a plan for further development of our Credit business which will
include fund management and advisory services and more asset-based SME lending
through Gulf Finance. In Dubai alone, there is a vibrant and growing SME sector, accounting
for 95% of the total enterprise population and employing around 42% of our workforce,
and contributing over 40% to non-oil GDP. Saudi Arabia likewise has a growing SME sector.
Gulf Finance Corporation helps to bridge the funding gap for these companies, which are
currently underserved by the banks and which need financing for machinery, equipment
and tools, as well as vehicles.
Progress is already visible, with an application into the UAE Central Bank for an Islamic
window in the UAE to assist SMEs seeking Shariah-compliant financing and the launch of
a Saudi asset financing business in Jeddah. The additional liquidity in the Group’s balance
sheet will go towards expanding this business to Saudi Arabia.
In April 2012, Michael Philipp retired as Chief Executive Officer, while continuing as a
Member of the Board of Directors. Colin Macdonald joined as Chief Executive Officer.
Dr. Sabah al-Binali joined the Gulf Finance Corporation Board as Vice Chairman at
the beginning of the year to recast and build our credit business, which was further
strengthened with the addition of two Board members at Gulf Finance in June. In March of
2013 we announced Dr. al-Binali’s additional appointment to the roles of Chief Investment
Officer of the SHUAA Group and Chief Executive Officer of the Credit Division.
In other executive leadership changes and to advance our client focus, I instituted new
senior committees to govern areas including: Assets & Liabilities, Audit & Compliance,
Human Resources, Business Development, and Operating issues, as well as Disclosure.
These committees report to the Executive Management Committee which I chair, and
are intended to ensure that the decisions we make as a Firm represent an integration of
management and business knowledge expertise.
Our unencumbered balance sheet and the institutionalization of our board and
management team are important competitive advantages. We have two award winning
annuity businesses in asset management and asset-backed lending with a pipeline of


investment banking transactions to bring to market when conditions improve. In 2012,
we exited retail brokerage and redirected our institutional capital markets and research
capability. We expect to expand our offering in 2013 and beyond.
While it remains difficult to state with any degree of certainty where global capital
markets are headed, I am encouraged by the notable resilience of the region, the UAE,
and particularly Dubai. SHUAA itself has demonstrated its resilience and now offers a great
platform to help fuel the economy and resurgent growth. Having achieved our forecasted
target for the year, we expect SHUAA to deliver a stronger performance in 2013.
I believe we are on track operationally to achieve our targets. SHUAA has reaffirmed its 2013
earnings guidance for the range of AED -18 million to +6 million net profit/loss, expected
to be led by continuing strong performance from its lending, capital markets and asset
management businesses and supported by the reduction of operating expenses to AED
170 million. In terms of business development, SHUAA has plans in 2013 to further expand
its equity research coverage for the institutional market, broaden its advisory capabilities to
include more M&A, private placements and capital restructuring and to target aggressive
growth of assets under management, for both debt and equity investments.
With the global investment banking industry in restructuring mode, we believe there is
an important role for a strong regional player with a solid balance sheet, well-managed
overheads and long-term client relationships.
As before, we remain committed to full and fair disclosure as we transition the business.
Continued dialogue with our shareholders is important to us. We thank SHUAA’s
management and staff for their commitment and determination, our shareholders for their
patience and support, and our clients for their trust and loyalty.
Yours sincerely,
HH Sheikh Maktoum Hasher Al Maktoum
Executive Chairman


Operating model and strategy
Operating
model and
strategy

OperatingModelandStrategy
Operating Model
and Strategy
SHUAA offers industry-leading investment banking, asset management and lending
products and services across two main asset classes: Equities and Credit. Since its founding
in 1979, SHUAA has played a prominent role in shaping the financial services landscape in
the GCC and continues to pioneer new services in the region. In 2012, SHUAA implemented
a comprehensive new strategy intended to return the Company to profitability. At the
core of the new strategy is a redeployment of the Firm’s balance sheet from non-income
generating or illiquid investments to revenue generating activities such as asset-backed
lending, sales and trading and credit linked asset management products.
SHUAA
Credit
Debt Advisory
Restructuring
Commercial Finance
Credit
Investment Strategies
Corporate
Treasury
(Non-Core Assets)
Executive Management
Support Functions
Equities
Equity Advisory
M&A Advisory
Advisory, Sales & Trading
Asset & Portfolio
Management/Private Equity
Coupled with a continued focus on operating efficiency, the Company realized a 2012 net
loss within market guidance and underpinned by a 38% increase in revenues and a 45%
reduction in expenses.
Equities
Corporate
Credit
7%
8%
12%
50%
23%
Capital Markets
Investment Banking
Asset Management
Lending
Corporate
Revenue Contributionby Business Unit
Value Drivers
 Secure sustainable revenue
generation from Lending
 Credit Asset Management
 Debt Advisory & Restructuring
 Capital Markets –Fixed Income
Trading, incl. Market Making and
FacilitationMain Objectives
 Drive strategy execution
 Liquidate non-core assets
and redeploy balance sheet
to growth areas—Credit
and Capital Markets
Main Objectives
 Break-even across equities
businesses
 Maintain cost discipline
 Retain existing clients
 Exit Brokerage
 Ramp up Sales & Trading
InAEDmillions

Credit
SHUAA’s credit strategy is a function of
the Firm’s belief that lending—particularly
asset-backed lending to small and
medium enterprises (SMEs)—represents
both a profitable business line as well as
an underserved part of the GCC market.
Despite contributing over 40% to non-oil
GDP of the UAE, SMEs receive only 4%
of the total bank financing. As a result,
institutions that can properly manage the
credit and operational risk of lending to this
sector stand to realize strong profits.
Gulf Finance Corporation, a 100% owned
subsidiary of SHUAA, is one such institution,
with a 14 year track record in the UAE of
double-digit gross returns on more than
AED 3 billion in loans. In an environment
where bank lending remains restricted and
the SME sector underserved, SHUAA will use
its balance sheet to build on GFC’s leading
position in the asset-backed SME lending
space and thereby generate strong returns
for the group. In addition to growing GFC’s
lending activities, SHUAA is expanding its
product offerings to include credit linked
strategies that reflect clients’ appetite for
yield products based on strong underlying
assets.
Future Value Drivers for lending:
• Aggressive growth of UAE business both
in terms of loan book and personnel
• Geographic expansion into KSA
• Lower cost of funds via scale and
strategic partnerships
• Launch of new products such as medical
leasing, inventory finance, car leasing and
guarantees
• Enhanced collections & recovery
processes
As a platform within SHUAA Capital, the
business will
• Add a significant source of recurring
revenue and valuation enhancement to
the Firm
• Generate attractive total returns from
credit-related investments in the region
• Provide access to credit expertise to
SHUAA’s other businesses, clients and
partners for the benefit of the overall
Firm’s growth
• Provide an entry level relationship with
SMEs which may eventually grow to a
larger share of wallet with investment
banking, sales and trading and
investment services.
Additional credit business activities can
include: providing customized capital
solutions across the capital structure,
investing in debt capital markets and
structured products, investing in real estate
debt financing opportunities and actively
supporting debt advisory and balance
sheet restructuring assignments.
Asset Management
SHUAA will augment current asset
management offerings with credit linked
products and continue to increase assets
under management on the back of the
superior performance of the Arab Gateway
and Emirates Gateway Funds. Our objective
is to become the leading UAE based asset
management service provider for High
Net Worth Individuals, family offices and
institutions.
Strategic direction
• Continue to deliver consistent track
record
• Launch new products and services,
thereby moving beyond ‘long-only’
funds with the launch of credit related
strategies
Activities tailored around core client base
• Continue to outperform with
-- Regional investment funds
-- Discretionary mandates
• Partner with international fund managers
to offer best-in-class products to regional
clients

Future Value Drivers
• New products such as credit linked funds
• Enhanced distribution capabilities
• Offer third party funds via SHUAA Asset
Management platform
• Integration of Private Equity under Asset
Management
Investment Banking
Investment Banking has started the process
of enhancing its advisory capabilities and
will benefit from the further integration of
the institutional brokerage business as well
as building out its restructuring capabilities.
The investment banking team will start
executing its strong pipeline of mandates as
soon as market sentiment improves. In close
cooperation with the Credit division, the
Investment Banking team will be actively
involved in debt advisory and balance sheet
restructuring assignments.
Investment Banking and Advisory aims
to be the leading UAE based advisory to
small and medium-sized corporate, family
business and conglomerates as well as
institutional clients.
Clear strategic direction
• Strictly client-centric advisory model
• Strongly connected to existing local and
regional client base
• Improved financial performance with
new product and service initiatives
• Activities tailored around core client base
• Premium provider of selected products
and services:
-- Corporate Finance Advisory
-- M&A advisory
-- Access to Capital
»» Equity (IPO, SPO, PP, etc.)
»» Debt
-- Syndication
Future value drivers
• Accelerate execution of existing pipeline
• Extension of client and investor
coverage
• Addition of bridge financing capabilities
for clients
• Optimize capital and balance sheet
utilization
• Key government relationships inside and
outside UAE
Corporate
The corporate business division includes
not only the senior management and
support services (legal and compliance,
finance, treasury, risk, marketing and
investor relations, information technology,
human resources and administration), but
also the legacy private equity investments.
Clear strategic direction
• Assist business development through
Client Relationship Management,
marketing
• Maintain high standards of governance,
transparency and services provision
• Contribute to overall development of the
UAE financial services sector
Future value drivers
• Ability to provide professional services to
internal businesses cost-effectively
• Cost-effective reduction of non-core
assets
• Possible incubation of new trial business
projects


Leadership and Governance
Leadership
and
Governance

BoardofDirectors
Board of Directors
His Highness Sheikh Maktoum Hasher Al Maktoum
Executive Chairman
His Highness Sheikh Maktoum Hasher Al Maktoum is the Executive Chairman of SHUAA
Capital. In addition to serving on the Board of SHUAA Capital, His Highness is the Chairman
of Dubai International Holding Company a private investment firm with extensive
experience in natural resources, mining, traditional and renewable energy. His Highness is
also a founding investor of Virgin Megastores in the UAE and the founder of A1 Grand Prix in
2001.
His Highness graduated with a Bachelor of Science degree in Business Administration in
Finance. He has been recognised for his leadership qualities on a number of occasions,
including being named ‘CEO of the Year’ by CEO Middle East in 2009 and ‘Young Global
Leader of 2007’ by the World Economic Forum.

BoardofDirectors
Hamad Abdulaziz Al Sagar
Vice-Chairman
Mr. Al Sagar is the Managing Partner of A.H. Al Sagar & Bros, a family-owned business
in Kuwait, with activities including trading, civil engineering, electrical & mechanical
contracting, shipping, transportation, oil & gas and petrochemicals.
Mr. Al Sagar serves on the Board of Directors of SHUAA Capital psc, National Bank of Kuwait
S.A.K, National Bank of Ras Al Khaimah psc and Al Kout Industrial Projects Co.
He also served one term of four years as a member of the Municipality of Kuwait, one term
of four years as a member of the Kuwait Planning Board and was also on the board of the
Kuwait Investment Authority for four years.

BoardofDirectors
Michael Philipp
Director
Prior to joining SHUAA Capital’s Board of Directors, Michael Philipp was a Member of the
Group Executive Board of Credit Suisse from 2005 to 2008, as well as Chairman and Chief
Executive Officer of Credit Suisse Europe, Middle East and Africa.
Mr. Philipp joined Credit Suisse from Deutsche Bank, where he was a Member of the Board
of Managing Directors responsible for the Middle East and Africa Region from 2000 to 2002.
At Deutsche Bank, he held a number of senior management positions from 1995 to 2002,
including Chairman and CEO of Deutsche Asset Management, Head of Global Equities and
Head of Global Markets Sales.
Prior to joining Deutsche Bank, Mr. Philipp worked at Goldman Sachs (1982 to 1990)and at
Merrill Lynch (1990 to 1995) where he was the Global Head of Futures and Options.
From 2000 to 2007, Mr. Philipp was on the Advisory Board of the Dubai International
Financial Center (DIFC) and the Executive Board of the Dubai International Financial
Exchange (now Nasdaq Dubai).
Mr. Philipp is currently Chairman of Reykjavik Geothermal, Ltd., a geothermal power
development company based in Iceland. He is also the Managing Partner of Ambata
Capital Partners, an international advisory and investment firm based in New York, Atlanta
and San Francisco.
Mr. Philipp is on the Board of the World Wildlife Fund (WWF) in the U.S. and the Board
of the Fisheries Conservation Foundation. Michael holds a B.A. in Fine Arts, an M.B.A. in
Finance, and an honorary Ph.D. from the University of Massachusetts.

BoardofDirectors
Fahad Al Jouaan
Director
Mr. Al Jouaan serves on the Board of various organisations including Al Kout Industrial
Projects Co. where he is Chairman, Markaz (Kuwait Financial Centre) and the Kuwait
Chamber of Commerce, as well as SHUAA Capital.
In addition, he is actively involved in Al Jouaan Trading and Contracting Co. which is a
private investment company managed by his family and is the owner of a private company
named Kuwait Projects Group, involved in private investment in local and regional markets.
Mr. Al Jouaan graduated from Eastern Washington University with a Bachelor of Arts in
Business Administration.

BoardofDirectors
Jamal Bin Ghalaita
Director
Mr. Bin Ghalaita is the Chief Executive Officer of Emirates Islamic Bank and Dubai Bank.
He was formerly the Group Deputy Chief Executive Officer of Emirates NBD, the largest
Banking Group in the GCC in terms of assets, and also held the position of the Bank’s
General Manager of Consumer Banking and Wealth Management, responsible for four
major divisions: Retail Banking, Private Banking, Asset Management and Consumer Finance,
and the Head of Branding and Business Marketing for the Group.
In addition, Mr Bin Ghalaita is the Chairman of the Board of Emirates Money Consumer
Finance LLC and Emirates Islamic Financial Brokerage LLC, and a Board Director of Emirates
Islamic Bank PJSC and Al Baraka Banking Group, Bahrain, as well as SHUAA Capital.
Mr. Bin Ghalaita has a BSC in Business Administration from the University of Arizona.

BoardofDirectors
Martin Angle
Director
Mr. Angle is currently a non-executive director of Savills plc, a leading international property
advisor; OAO Severstal, one of the world’s largest steel producers; Pennon Group plc; and
SHUAA Capital. He is also the Chairman of The National Exhibition Group in the UK, and
Vice Chairman of the FIA Foundation.
During his earlier career, Mr. Angle held senior executive positions in the investment
banking industry and most recently private equity where he was a Managing Director of
Terra Firma Capital Partners. He also held various senior roles in its portfolio companies
including the Waste Recycling Group, a leading UK waste management and energy
recovery company, where he was Chairman; and Le Méridien Hotel Group, where he was
Deputy Chairman.
Prior to that he was the Group Finance Director of TI Group plc, a UK based engineering
company with operations in over 50 countries.
Mr. Angle is a graduate in physics, a Chartered Accountant, and a Member of the Chartered
Securities Institute.

BoardofDirectors
Arshad Ashraf
Passport Capital LLC
Director
Arshad Ashraf is the SHUAA Board representative of Passport Capital – a San Francisco
based global investment Firm with USD 4.7 billion in assets under management. Mr. Ashraf
heads the Middle East and North Africa investment team at Passport Capital that manages
approximately USD 300 million in portfolio investments in the region.
Before joining Passport Capital, Mr. Ashraf has held various positions in engineering
services, management consulting, technology start-ups and private equity. In 2001 he was
the winner of the McKinsey National Business Plan Competition and voted as one of the
Top 10 Entrepreneurs in Malaysia by The Indus Entrepreneurs (TiE).
He holds a BS in Manufacturing Engineering and a BA in Religion from Boston University
and is a Sloan Fellow with a MS in Management from Stanford University.

BoardofDirectors
Corporate Governance Report
SHUAA believes that good corporate governance is a pillar for long term value creation and
a means for shareholders to ensure that the Company is being managed in a fair, responsible
and transparent manner. Good governance provides a solid foundation for SHUAA Capital to
achieve its vision and raise corporate performance.
Good corporate governance will encourage support for and trust in the Company’s activities
as an investment Company and recipient of shareholders’ capital. It will also enable it to
contribute to the successful development of the financial system of Dubai and the wider
Middle East region.
The Company recognizes the critical importance of good governance in promoting and
strengthening the trust of its shareholders, stakeholders and the public. Its Corporate
Governance Framework is designed to ensure that the following standards are met:
Accountability: SHUAA’s executive management are set strategic targets and are
accountable to the Board. In turn, the Board is accountable to the shareholders and other
stakeholders;
Responsibility: The clear separation and delegation of authority;
Transparency and disclosure: Stakeholders have good quality information to assess the
Company’s financial performance and situation;
Fair treatment: All stakeholders are treated according to the same high standards and
without any undue influence being granted to any one group.
Overview of the Corporate Governance Framework
The Corporate Governance Framework sets out requirements in relation to the appointment
and composition of the Board and the role of the Executive Chairman and Group Chief
Executive Officer. It further sets out in the Board Terms of Reference, detailed duties of the
Board as well as requirements in relation to Board meetings, voting procedures and internal
control systems.
Board Meetings and Committees
The Board met 8 times during 2012 to review progress on the SHUAA restructuring, executive
leadership and financial performance, as well as to approve the new strategic direction and its
implementation.
The following committees have been established by the Board with formally delegated
objectives, authorities, responsibilities and tenure as set out in the terms of reference included
in the Corporate Governance Framework to ensure that Company’s affairs are conducted with
greater efficiency. Athe beginning of 2013, what had been the Audit, Risk and Compliance
Committee was divided into the Audit Committee and the Risk and Compliance Committee
to reduce the workload; similarly the Nomination and Remuneration Committee became
two committees: the Nomination Committee and the Remuneration Committee. Board
committees meet and report regularly to the Board.
Audit Committee
The principal role of the Audit Committee of the Board (“ACB”) is to monitor the Company’s
financial statements, to review and recommend changes to the Company’s financial and
control systems, and to maintain the relationship and be the direct point of contact with the
Company’s External Auditors.

BoardofDirectors
Risk & Compliance Committee
The main role of the Risk and Compliance Committee of the Board (“RCCB”) is to ensure the
effectiveness of the Company’s internal controls and risk management systems, regulatory
compliance and adherence to professional rules of conduct.
Nomination Committee
The principal role of the Nomination Committee (“NOMCOM”) is to determine the
Company’s staffing needs at executive and employee level, the basis for selection of
executives and employees, developing and annually reviewing the human resources and
training policies of the Company, overseeing the procedures for nomination to the Board,
and regularly reviewing the structure, size and composition of the Board.
Remuneration Committee
The principal role of the Remuneration Committee (“REMCOM”) is to develop and review
annually the ongoing suitability of the Company’s policy for remuneration and benefits
for the Company’s Chief Executive Officer, Board of Directors and employees and to
ensure that the remuneration and benefits awarded are reasonable and aligned with the
performance of the Company.
The table below lays out the Board members, committee membership, attendance record
and beneficial shareholding in SHUAA at 31 March 2013:
Name of Director Position Committee
Membership
Meeting
Attendance
>5% Share
Ownership
Outside Directorships Date of
Appointment
Tenure
HH Sheikh Maktoum
Hasher Al Maktoum
Executive
Chairman
Nomination 8 out of 8 • Chairman, Dubai International Holding Company 7/2/2011* 2 yrs
Hamad Al Sagar Vice-
Chairman
None 5 out of 8 • National Bank of Ras Al Khaimah
• National Bank of Kuwait
• Al Kout Industrial Projects Co.
4/9/2000 13 yrs
Fahd Al Jouaan Director Audit; Risk &
Compliance;
Nomination; and
Remuneration
8 out of 8 • Chairman, Al Kout Industrial Projects
• Kuwait Chamber of Commerce and Industry; Chairman,
Labor and Industry Committee
• Kuwait Financial Centre
• Abdulaziz Hamad Al Sager Centre forTraining
• Dorra Petroleum Services
• Vice Chairman, General Authority for Industry
4/9/2000 13 yrs
Passport Capital Director Audit; Risk &
Compliance
7 out of 8 7.3379 • None 29/3/2009 4 yrs
Michael Philipp Director None 5 out of 8 • Reykjavik Geothermal
• WorldWildlife Fund
• Fisheries Conservation Foundation
31/9/2011 1.5 yrs
Martin Angle Director Audit;
Remuneration
8 out of 8 • Chairman,The National Exhibition Group
• Vice Chairman, FIA Foundation
• Savills plc
• OAO Severstal
• Pennon Group plc
23/8/2009 3.5 yrs
Jamal Bin Ghalaita Director Nomination;
Remuneration,
Risk & Compliance
7 out of 8 • Al Baraka Banking Group
• Emirates Islamic Financial Brokerage
• Tanfeeth LLC
7/2/2011 2 yrs
* Appointed Executive Chairman on 10th of April 2012

BoardofDirectors
Board Remuneration
In accordance with the UAE Commercial Companies Law, remuneration of the Board of
Directors of the SHUAA consists of a percentage proportion of the net profits not to exceed
10% of the annual net profits of the Company (after deduction of the statutory and other
reserves and the distribution of dividends representing 5% of net profits to shareholders).
Board remuneration must be approved at the Annual General Assembly of the Company.
In addition, the Company has adopted a policy to pay Directors a reasonable attendance
allowance in respect of all Board meetings and Board committee meetings.
Board Personal Account Dealing Policy
SHUAA Capital has developed a personal account dealing policy, the terms of which are
applicable to all people connected to the Company, including the members of its Board.
The policy takes into account the relevant UAE laws and regulations governing insider
trading, clients’ interest and other restrictions. The policy is enforced by the Compliance
Department within the Company and all relevant records are maintained for a period of six
years.
Delegation of Authority and Powers to Executive Management
While the Board approves SHUAA Capital’s strategic goals, as well as oversees the
management of the Company, the day-to-day operation of the Company is the
responsibility of the senior executive management. The Board’s function is to oversee
senior management and to hold it accountable. It is important that the Board as a whole,
and the non-executive directors in particular, do not involve themselves in day-to-day
business activities. The Board has delegated certain matters to management committees
established under the Corporate Governance Framework with terms of reference for each
set out therein.
Board Committees and Management Committees Structure
(at 31 March 2013)
Risk& Compliance
Committee
Nomination
Committee
Audit Committee
SHUAA Capital’s
Stakeholders
Board
Board
Committees
SHUAACapital’s
Shareholders
SHUAACapital’s
Clients
Regulators& Competent
Authorities
Suppliers Staff
Management
Committees
Audit & Compliance
Committee
Disclosure
Committee
Assets & Liabilities
Committee
Operating
Committee
HumanResources
Committee
Business
Development
Committee
Remuneration
Committee
ExecutiveManagement
Committee
SHUAA Capital Board ofDirectors
Executive
Chairman
Internal
Audit
In addition to the Board Committees, SHUAA instituted several standing management
committees to improve the governance of the Firm and encourage collaboration among
the executive leadership. The committees are the Executive Management Committee, the
Human Resources Committee, the Assets & Liabilities Committee, the Audit & Compliance
Committee, the Operating Committee, Business Development Committee and the
Disclosure Committee.

BoardofDirectors
SHUAA Executive Leadership
His Highness Sheikh Maktoum Hasher Al Maktoum
1,4,7
Executive Chairman
His Highness Sheikh Maktoum Hasher Al Maktoum is the Executive Chairman of SHUAA
Capital. In addition to serving on the Board of SHUAA Capital, His Highness is the Chairman
of Dubai International Holding Company, a private investment firm with extensive
experience in natural resources, mining, traditional and renewable energy. His Highness is
also a founding investor of Virgin Megastores in the UAE and the founder of A1 Grand Prix in
2001.
His Highness graduated with a Bachelor of Science degree in Business Administration in
Finance. He has been recognised for his leadership qualities on a number of occasions,
including being named ‘CEO of the Year’ by CEO Middle East in 2009 and ‘Young Global
Leader of 2007’ by the World Economic Forum.
Colin Macdonald
1,2,3,4,5,6,7
Group Chief Executive Officer
Colin Macdonald is a banking executive with over 25 years of experience in Europe, the
Middle East and Africa. Before SHUAA he worked as an advisor in the Financial Services
Sector and prior to that he was Group Managing Director and Regional Head, Middle
East of ABN AMRO. At ABN AMRO, Mr. Macdonald was responsible for all business units in
the Middle East, including Private, Corporate and Investment Banking. During his 16 year
tenure at ABN AMRO, Mr. Macdonald held various senior positions, including Global Head
of Financial Markets Advisory as well as Chief Operating Officer of Global Clients (Global
Corporate Finance). He joined ABN AMRO from Lawson Mardon Group where he was
European Treasury Manager.
Mr. Macdonald started his banking career at National Westminster Bank where he was
instrumental in the business review, strategy and the integration of corporate banking,
capital markets, equities and treasury during the formation of Natwest Markets.
Mr. Macdonald is an Honours graduate in Business Finance, a London Business School
Alumnus (Corporate Finance programme) and recently became a Certified Professional
Director through the Mudara Institute of Directors. He joined SHUAA in April 2012,
succeeding Michael Philipp.

BoardofDirectors
Dr. Sabah al-Binali
1,2,3,4,5
Chief Investment Officer and Head of Credit
Dr. Sabah al-Binali joined SHUAA in 2012 and was appointed Chief Investment Officer of
SHUAA Capital and Head of Credit in March 2013. In addition to serving as Vice Chairman of
SHUAA’s UAE-based subsidiary Gulf Finance Corporation, he also serves as Chairman of the
recently established Gulf Installments Company in Saudi Arabia.
Dr. Sabah al-Binali previously held senior management roles across the GCC including Head
of Treasury and Investments at Union National Bank, founding Managing Director of Credit
Suisse Saudi Arabia as well as Chief Investment Officer of Saffar, a Gulf-based private equity
Firm.
He received his Ph.D. in Computational Finance from Columbia University and holds a B.S.E.
in Computer Science from Princeton University.
Omar Al Jaroudi
Chief Executive Officer, Saudi Arabia
Omar Al Jaroudi, a Saudi national, comes with over 27 years of diversified experience in the
fields of commercial and investment banking. He started his career in 1984 with the Saudi
French Bank initially in commercial banking and later moved to investment banking.
In 1995, he moved on to help setting up Lebanon Invest, an investment bank which was
merged in the year 2000 with Banque Audi SAL after which Mr. Al Jaroudi joined SHUAA
Capital in March 2007. During this period, he amassed vast and diversified experience, both
in the region as well as in Europe, in the areas of investment banking, private equity, asset
management, local and regional brokerage, and distribution. He also serves on the board of
several companies both in the Middle East and Europe.
Mr. Al Jaroudi holds a Master’s Degree in Economics from Syracuse University in New York
and a Bachelor’s Degree in Business Administration from the American University of Beirut.
Houssem Ben Haj Amor
2,3,6,7
Chief Financial Officer
Houssem Ben Haj Amor holds the position of Chief Financial Officer, supervising the
finance departments of SHUAA Capital and its subsidiaries. Mr. Ben Haj Amor joined
SHUAA Capital in July 2007, prior to which he worked for Société Générale where he
headed the accounting department of its Tunisian subsidiary and was responsible for
implementing a full new banking system. Prior to Société Générale, Mr. Ben Haj Amor
worked for Moore Stephens and Arthur Andersen as Senior Manager specialized in the
financial services industry. He managed audit and consultancy missions covering Europe
and North Africa. Mr. Ben Haj Amor has an extensive knowledge of International Financial
Reporting Standards and GCC regional regulatory requirements. He is also a Certified Public
Accountant.

BoardofDirectors
Nadi Bargouti
Head of Asset Management
Nadi Bargouti joined SHUAA Asset Management in March 2010 from Samba Capital.
As Head of Asset Management at Samba, he managed a team of 25 people and was
responsible for 26 mutual funds and 50 private discretionary portfolios. In addition, Mr.
Bargouti managed in excess of USD 8.5 billion in assets at Samba, where he also built
a reputation of outperformance versus relevant benchmarks. Mr. Bargouti has been
responsible for the management of government discretionary portfolios, and he has
structured several mutual funds across global markets and the GCC.
Mr. Bargouti has also managed USD 1.5 billion at the Saudi Investment Bank and USD
3.5 billion at Integra Capital Management in Canada. He gained portfolio management
experience in the UAE where he worked for Amanah, which is a private company owned by
a member of the Abu Dhabi Royal Family.
Mr. Bargouti graduated with distinction from McMaster University in Canada, with an
Honors Bachelor of Commerce (Majoring in Finance). He was a recipient of the McMaster
University Senate Award and is a CFA charter holder.
Karim Schoeib
2,4,6
Head of Investment Banking
Karim Schoeib has held a number of positions in the Investment Banking department since
joining SHUAA in June 2005, including Head of Equity Capital Markets. He has led a number
of public transactions including the IPOs of Gulf Navigation, Air Arabia, Deyaar and DP
World, as well as advised on a number of private placement transactions in various sectors
in the UAE. Mr. Schoeib has also led a number of cross border M&A transactions between
the UAE, KSA, Qatar and Kuwait.
Prior to joining SHUAA Capital Mr. Schoeib worked at EFG-Hermes, a regional investment
bank, in the investment banking division based in Egypt. Mr. Schoeib was responsible
for the management and execution of several high profile transactions in the building
materials, banking and food sectors in Egypt and the Middle East Region. Prior to that, Mr.
Schoeib worked at Flemings CIIC Investment Banking based in Egypt.
Mr. Schoeib holds a Bachelor of Science Degree in Business and Finance from Lafayette
College in the US.
Oliver Lee
2,3,6,7
Head of Risk Management
Oliver Lee has been Head of Risk Management at SHUAA Capital since joining in April 2007.
He previously headed Risk Management at Mitsubishi UFJ Trust International for London
and Singapore where he was responsible for restructuring the team and enhancing the
market, credit and operational frameworks. Prior to Mitsubishi Mr. Lee was a Vice President
in Risk Management at JP Morgan Chase in London overseeing various groups across
the EMEA region. With his in-depth knowledge and experience of best practices within
investment banking, he has helped SHUAA Capital create a risk management framework
and governance structure of international standards.
Mr. Lee holds a BSc (Hons) in Accounting & Financial Analysis from the University of
Warwick.

BoardofDirectors
Oliver Schutzmann
4,7
Head of Investor Relations & Corporate Communications
Oliver Schutzmann joined SHUAA Capital in September 2007 and is responsible for investor
relations, corporate communications and marketing. Mr. Schutzmann has been widely
recognised for being the first to pioneer and promote international best practice investor
relations in the GCC region. His 15+ years of hands-on experience includes pioneering one
of the first investor relations portals in Europe, launching one of the first small and mid
cap funds in Germany, and advising senior leaders on the strategy and practice of investor
relations and financial marketing in Europe, the US and the GCC region.
Mr. Schutzmann started his professional career with Euromoney Institutional Investor and
has held senior positions with The Economist, Charles Barker and Fasseck & Cie. Today, he
also serves as a Board Member of the Middle East Investor Relations Society and Chairman
of the Education Committee, driving initiatives to standardise investor relations best
practice in the Middle East.
Mila Tutor
5,6
Human Resources Director
Mila Tutor joined SHUAA in November 2010 and has extensive senior management
experience combined with a strong background in HR operations and learning and
development. In her previous role as Head of HR for the Middle East for DLA Piper, one
of the world’s largest international law firms, Ms. Tutor designed the remuneration and
benefits strategy for the region, customised the international fee-earner bonus scheme and
worked on a number of global projects including the partner performance, remuneration
and promotions strategies.
Ms. Tutor previously worked for Mallesons Stephen Jaques, one of Australia’s most
successful business law firms as the Manager for the Western Australian office. In that
role, Ms. Tutor was part of the senior management team who developed HR strategy and
implemented HR and internal communication initiatives. Ms. Tutor’s HR strengths are in
the areas of remuneration and benefits, organizational development, workforce planning,
internal communications and general HR operations.
Ms. Tutor completed an MBA from Deakin University in Melbourne in 2001 and was
awarded the prize for Best Western Australian graduate.
Ghassan Hitti
3,6,7
Head of Legal and Compliance
Ghassan Hitti has been part of the SHUAA Capital legal team since April 2008. Prior to
joining SHUAA Capital, he worked for the United Nations Development Programme (UNDP)
as a senior advisor to the Ministry of Finance of the Republic of Lebanon where he worked
on sovereign debt strategy and issuance. Prior to that, he was Assistant General Counsel
at the Municipal Securities Rule Making Board (MSRB) in Virginia, and a trial attorney in
the Division of Enforcement of the Commodity Futures Trading Commission (CFTC) in
Washington, D.C.
Mr. Hitti obtained a BS in Finance and International Business from Georgetown University
in Washington, D.C. and a JD/MBA from Case Western Reserve University in Ohio. Mr. Hitti is
admitted to the New York Bar.

BoardofDirectors
Management Committees
Executive Management Committee
The Executive Management Committee (“EMC”) is the primary forum for review and
tracking of all Group strategic and operational key performance indicators, business
updates, financial performance and team resources including HR and succession planning
and oversight of all management committees.
The Assets & Liabilities Committee
The Assets & Liabilities Committee is charged with optimizing return on corporate capital
and controlling the balance sheet under the guidelines of the EMC and the Board. This
includes recommendations to the Board for policies related to capital adequacy, medium
term funding, liquidity, major expenditures, transfer pricing and financial and credit risk
management and reporting.
Audit & Compliance Committee
The Audit & Compliance Committee reviews policies and practices to ensure the Company
is in compliance with all relevant regulations and reporting requirements pertaining to its
businesses, controls, licenses, staff, internal policies and systems. It also directs internal audit
with regard to non-financial regulatory compliance and reports to the EMC and the Board.
Business Development Committee
The Business Development Committee is charged with monitoring new opportunities,
reviewing and recommending to the EMC new business and product initiatives, monitoring
their outcome and designing cross-selling opportunities.
Human Resources Committee
The Human Resources Committee manages workforce planning and formulates policy
and procedures related to staffing, including organizational design, succession planning,
job grading, compensation and benefits, hiring, disciplinary action and training and
development.
Operating Committee
The Operating Committee is responsible for ensuring efficient and effective operations at
the Company through implementation of new products and services according to the New
Initiatives Policy, appropriate resolution of all material operating issues and establishment of
operating policies within the parameters approved by the Board.
Disclosure Committee
The Disclosure Committee is responsible for ensuring that all financial disclosures made by
the Company to its shareholders and the investment community are accurate, complete
and timely; fairly present, in all material respects, the Company’s financial condition, results
of operations and cash flows; and meet any other legal, regulatory or stock exchange
requirements. Its membership includes senior managers and a member of the Board, as
well as the Executive Chairman and the Group Chief Executive Officer.
1
Member, Executive Management Committee
2
Member, Assets & Liabilities Committee (also includes Head of Treasury)
3
Member, Audit & Compliance Committee
4
Member, Business Development Committee (also includes Advisor to the Executive Chairman)
5
Member, Human Resources Committee
6
Member, Operating Committee (also includes Head of Information Technology)
7
Member, Disclosure Committee (also includes Board Member Martin Angle)


Financial Statements
Financial
Statements

BoardofDirectors’Report
Board of Directors’
Report
Financial Results Summary
Financial services revenue continued to
be lackluster in 2012 with further layoffs in
the industry in the region and around the
world. Many of our competitors have left
the field and SHUAA has started to re-
emerge as a key player in the UAE financial
services industry.
SHUAA ended the year 2012 with a stronger
balance sheet and liquidity position,
considerably improved its bottom line result
and regained its standing in the regional
financial services industry. The net loss for
2012 was AED59.0 m, an 80% improvement
on 2011’s AED293.8 m loss.
This result is within the forecast range that
SHUAA communicated in October 2012. The
improvement was driven primarily by the
successful completion of the restructuring
and rightsizing programme.
Total expenses for the year were reduced
by AED163.0 m. General and Administrative
expenses were down AED37.7 m as the
number of staff was reduced and processes
made more efficient. The Lending business
recorded a AED13.7 m expenses increase
in line with its expansion plans in the UAE
and Saudi Arabia. All other businesses units
recorded a significant decrease of expenses
totalling AED51.4 m. This represents a year-
on-year improvement of 29%. The Group is
now running more cost-effectively and has
freed sufficient, otherwise unproductive
capital to redeploy in its strongly
performing businesses.
During the first half of 2012, SHUAA incurred
charges related to the Group’s restructuring
programme, which only started to
have a positive impact on General and
Administrative expenses during the
second half of 2012. The full impact of 2012
restructuring programme is expected to be
recognized in 2013 with an additional cost
improvement of 10%.
SHUAA further strengthened its balance
sheet. As at 31 December 2012, total assets
stood at AED1.4 bn. Cash and deposits rose
24% to AED423.3 m. Throughout the year,
the Group continued to reduce liabilities by
retiring debt. Total liabilities consequently
fell by 38% to AED269.4 m from AED437.2
m at the end of 2011, lowering interest
expenses by 28% to AED11.7 m from AED16.2
m in 2011.

Restructuring Program
The Board of Directors continued to work
closely with the senior management
team to reposition the SHUAA business
for the future. The Group has successfully
concluded its restructuring programme in
2012. The Group succeeded in completing
four major turnaround initiatives, including
a rightsizing programme, reducing non-
core assets, protecting the Group’s balance
sheet and defining a clear strategic
direction.
SHUAA successfully strengthened its
liquidity position underscoring the strength
of its strategy and its ability to execute its
future plans. After the third quarter, SHUAA
announced its strategic, financial and
operational roadmap with a clear focus
on recurring revenue generation and has
already begun successful execution of the
new strategy.
Executive Leadership
In April 2012, His Highness Sheikh Maktoum
Hasher Al Maktoum, who has served
since July 2011 as Chairman of the Board,
took on the additional responsibility of
becoming Executive Chairman to lead the
restructuring and repositioning programme
at SHUAA. Also in April, Michael Philipp
retired as Interim Chief Executive Officer
and remained a Member of the Board of
Directors, while Colin Macdonald joined as
Chief Executive Officer.
Lending
SHUAA’s Lending division recorded full year
revenues of AED75.6 m and a net profit of
AED3.0 m. Overall, Lending has had another
strong year and contributed over 55% of
SHUAA’s revenues in 2012.
In 2012, Gulf Finance Corporation generated
a net profit of AED10.0 m, offset by a
significant investment of AED7.1 m, of which
AED3.6 m were invested in the recently
launched Gulf Installments Company in
Saudi Arabia and AED3.5 m were invested in
the establishment of SHUAA Credit.
During the year, Gulf Finance Corporation
has applied to the UAE Central Bank for a
license to establish an Islamic Window for
some of its financing activities with a view
to being market-ready in the spring of 2013,
subject to regulatory approvals.
Gulf Finance was awarded the ‘Best SME
Finance Company’ at the 2012 Banker
Middle East Industry Awards. This is the
second consecutive year that Gulf Finance
has been recognized for its SME lending
activities.
Asset Management
manages SHUAA’s investment funds,
private equity funds, as well as discretionary
portfolio mandates, recorded revenues of
AED18.0 m in the year under review and
a net profit of AED1.8 m. SHUAA’s flagship
funds the Arab Gateway Fund and Emirates
Gateway Fund continued to outperform
their peers and benchmarks. SHUAA Capital
was chosen as the Best Asset Manager in
the United Arab Emirates by EMEA Finance
for the third consecutive year. The Emirates
Gatcw’ay Fund was voted ‘UAE Equity Fund
of the Year’ by MENA Fund Manager for the
second year in a row.

Investment Banking
The Investment Banking Division recorded
annual revenue growth of 64% to AED11.2 m
and improved its bottom line by 90% to a
net loss of AED1.4 m. SHUAA was joint-lead
manager on the successful IPO of NMC, a
leading integrated UAE healthcare provider.
This was notable for being the first ever Abu
Dhabi company to list on the London Stock
Exchange.
Brokerage
The business recorded revenues of AED8.1
m in the year under review and a net profit
of AED0.3 m. Due to the exit from the retail
brokerage business, the total expenses
related to brokerage have fallen by 95% to
AED7.8 m from AED 152.6 m in FY2011, which
included a goodwill impairment of AED69.7
m. SHUAA expects to close down retail
brokerage in the first half of 2013.
Corporate
The corporate centre recorded full year
revenues of AED24.4 m and an overall loss
of AED62.7 m. Headcount at the end of 2012
was 200 compared to 282 at year-end 2011.
Outlook
We continue to believe that SHUAA is
well positioned to emerge as a significant
regional financial services provider with
its rejuvenated brand, strong balance
sheet, experienced management team
and network of corporate and institutional
clients.
Maktoum H. Al Maktoum
Executive Chairman
Colin Macdonald
Chief Executive Officer

Independent Auditor’s Report
Independent
Auditor’s
Report

IndependentAuditor’sReport
Report on the consolidated financial statements
We have audited the accompanying consolidated financial statements of Shuaa Capital
PSC (the “Company”) and its subsidiaries (together the “Group”), which comprise the
consolidated statement of financial position as of 31 December 2012, the consolidated
statement of income, consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year
then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the
Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with International Financial Reporting Standards, and for
such internal control as management determines is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements
based on our audit. We conducted our audit in accordance with International Standards on
Auditing. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts
and disclosures in the consolidated financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation
and fair presentation of the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements.
Independent
Auditor’s Report

IndependentAuditor’sReport
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements presents fairly, in all material respects,
the financial position of SHUAA Capital PSC and its subsidiaries as of 31 December 2012 and
their financial performance and cash flows for the year then ended in accordance with
International Financial Reporting Standards.
Report on Other Legal and Regulatory Requirements
Also, in our opinion, the Company has maintained proper books of account and the
information contained in the Board of Directors’ report relating to the consolidated
financial statements is in agreement with the books. We obtained all the information and
explanations which we considered necessary for the purpose of our audit. According to
the information available to us, there were no contraventions during the year of the U.A.E.
Federal Commercial Companies Law No. 8 of 1984, as amended, or the Company’s Articles
of Association which might have a material effect on the financial position of the Company
or the results of its financial performance.
7 February 2013 Deloitte & Touche (M.E.
Anis Sadek
Partner
Registration No.: 521

FinancialStatements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2012
(Currency-ThousandsofU.A.E.Dirhams)
31 December 31 December
Notes 2012 2011
Assets
Cash and deposits with banks 7 423,317 340,207
Receivables and other debit balances 8 21,569 43,513
Loans and advances 9 562,382 576,444
Investments in SHUAA managed funds 10 164,813 232,721
Investments in third party associates 11 92,046 135,526
Other investments 12 50,867 213,644
Property and equipment 13 25,916 29,927
Goodwill 14 34,111 34,111
Total Assets 1,375,021 1,606,093
Liabilities
Due to banks 15 82,986 222,181
Payables and other credit balances 16 133,060 161,238
Medium-term debt 17 53,333 53,750
Total Liabilities 269,379 437,169
Equity
Share capital 18 1,065,000 1,065,000
Treasury shares 19 (14,458) (14,458)
Employee stock option plan shares 20 (86,603) (86,603)
Statutory reserve 22 197,994 728,295
Accumulated losses 22 (57,587) (530,301)
Investment revaluation reserve 23 1,080 6,803
Translation reserve (302) (217)
Equity attributable to the shareholders of the Parent 1,105,124 1,168,519
Non-controlling interests 24 518 405
Total Equity 1,105,642 1,168,924
Total Liabilities and Equity 1,375,021 1,606,093
The consolidated financial statements were approved by the Directors and authorised for issue on 7 February 2013.
Maktoum H. Al Maktoum
Executive Chairman
Colin Macdonald
Chief Executive Officer
The attached notes 1 to 34 form an integral part of these consolidated financial statements

FinancialStatements
CONSOLIDATED STATEMENT OF INCOME
Fortheyearended31December2012
1 October to
31 December 2012
(3 months)
1 January to
31 December 2012
(12 months)
1 October to
31 December 2011
(3 months)
1 January to
31 December 2011
(12 months)
Notes Unaudited Audited Unaudited Audited
Interest income 21,797 86,233 22,652 81,694
Net fees and commissions 25 6,660 38,254 9,864 49,098
Trading income 43 81 (128) 297
Gains/(losses) from investments in SHUAA managed funds 26 (3,341) 12,722 (12,289) (31,819)
Total revenues 25,159 137,290 20,099 99,270
General and administrative expenses 27 (33,842) (171,362) (46,518) (209,061)
Interest expense (2,340) (11,700) (4,435) (16,171)
Depreciation 13 (1,213) (6,775) (6,575) (14,860)
Provisions 28 (1,812) (9,445) (12,051) (52,526)
Goodwill impairment 14 - - (69,683) (69,683)
Total expenses (39,207) (199,282) (139,262) (362,301)
Net loss before gains/(losses) from other
investments
(14,048) (61,992) (119,163) (263,031)
Gains/(losses) from other investments, including
investments in third party associates
29 (6,625) 3,746 7,320 (30,719)
Loss for the period / year (20,673) (58,246) (111,843) (293,750)
Attributable to:
Non-controlling interests (6) 747 23 45
Equity holders of the Parent (20,667) (58,993) (111,866) (293,795)
Loss per share (in AED) 30 (0.019) (0.056) (0.105) (0.277)

FinancialStatements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2012
1 October to
31 December 2012
(3 months)
1 January to
31 December 2012
(12 months)
1 October to
31 December 2011
(3 months)
1 January to
31 December 2011
(12 months)
Unaudited Audited Unaudited Audited
Loss for the period / year (20,673) (58,246) (111,843) (293,750)
Other comprehensive income
Net revaluation reserve movement on:
• Investments in SHUAA managed funds - - - (271)
• Other investments (11) (5,065) (11,061) (8,010)
Share of other comprehensive income of associates (881) (658) 525 (2,959)
Exchange differences on translation of foreign operations (108) (89) (18) (57)
Other comprehensive loss for the period / year (1,000) (5,812) (10,554) (11,297)
Total comprehensive loss for the period / year (21,673) (64,058) (122,397) (305,047)
Attributable to:
Non-controlling interests (7) 743 23 45
Equity holders of the Parent (21,666) (64,801) (122,420) (305,092)

SHUAA-Annual-Report-2012

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