ASRCAPITAL

ASRCAPITAL

INVESTMENTSOLUTIONS

FINANCIALOBJECTIVES

Salah Al-Din Alyoubi St., MalazP.O Box 103083

Riyadh 11695, Saudi Arabia

Tel : 00966 1 4744844Fax: 00966 1 4734333info@asr-consult.com

ComprehensiveFinancial Consulting

ServicesMergers and Acquisition

Financial Structuring

Corporate Finance

Initial Public Offerings

Private Placements

Valuation Services

Feasibility Studies

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01. INTRODUCTION - ABOUT ASR

ASR CAPITAL is a professional financial advisory firmspecializes in the Saudi and the GCC Capital Markets, weprovide our Professional services through experienced teambased in Saudi Arabia.

ASR is licensed by the Saudi Capital Market Authority (CMA)to provide Advisory and Arranging Services (CMA license #06014-30).

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02. SERVICES WE PROVIDE

Knowing the broader of your investment portfolio and how itsvulnerability to the ups and downs of individual companies orindustries; ASR can recommend to you a mix of investments thatmatches your goals and accordingly update your portfolio to a moresuccessful one.

ASR can provide its customer with wide and comprehensive range ofservices including the following:

Corporate & Investment Advisory

Formation of Closed Joined Stock Company

IPO and Private Placement Advisory

Bank and Other Loans

Valuations and Fairness Opinions

Financial Due Diligence

Feasibility Reports / Studies

Investment Policy Development (Equity

Instruments / Debt Instruments).

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03. CORPORATE & INVESTMENT ADVISORY SERVICES

Formation of Closed Joined StockCompany

ASR is capable of transforming Limited Liability Companies(LLC) into closed- joint stock companies. This includes allnecessary due diligence, and other documentationsrequired by the ministry of commerce and industry. ASR willevaluate the eligibility of the client based on Ministry ofTrade & Commerce set factors.

ASR plays a central role in educating its clients on theprocess of converting to a joint stock company and in thepreparation of the documents through well-developedmechanisms to assist the client in expediting the process ofconverting to a joint stock company.

Bank and Other Loans

ASR provides advice services to its customers on the options thatare available for raising the required capital via bank and suchother financing arrangements and also assist them negotiatingbetter terms for the loans. By developing close workingrelationship with the corporate banking departments, ASR haddeveloped the ability to match the funding needs of its customerwith the requirements of the recommended banking partner.

Usually development and proper presentation of the financialand such other information plays a significant role in gettingapprovals for debt financing. ASR also assist the customer indeveloping appropriate documentation including financialprojections that are essentially in a successful loan applicationprocess.

IPO and Private Placement Advisory

The Saudi stock exchange (Tadawul) is welcoming a significantnumber of newcomers. Scores of Saudi companies would wantto go public because of the many benefits being listed offers;such as increased valuation, using public stock as currency toacquire other companies and assets, liquidity, and marketprestige. It also makes it easier to raise capital as being apublicly traded company gives you credibility and abenchmark-trading price to raise capital.

ASR can assists its clients in evaluating the appropriateness ofan initial public offering and executes a public offering. ASRcan assist in the selection of lead underwriters, bankers,preparation and review of the prospectus and otherpresentation material, coordination of legal, accounting,underwriting and management responsibilities, determinationof an appropriate offering price and review and monitoring offees and expenses.

It has been the experience in the past that most of thecompany management teams require substantial preparatorywork before they are ready for an IPO. This would includereorganization, improvement in the governance structure andreview of the capital structure. ASR works with themanagement teams and other stakeholders of the client toassist them in the preparation phase before entering theactual IPO phase.

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03. CORPORATE & INVESTMENT ADVISORY SERVICES

Valuations and Fairness Opinions

The valuation exercise is often conducted to determine thefair market value of the company. The use of the valuationand fairness opinion include the following:

Private placementIPOMerger/acquisition transactionDivestment, etc.

In many instances, the management simply needs toevaluate the current market value for internal use such asto determine the compensation to be paid to the executivemanagement team, assess the size of the company, orpotential transaction among the existing shareholders.

Financial Due Diligence

The client may require due diligence e for executing transactionssuch as an acquisition or a merger. A due diligence is usuallyconducted in several areas, namely financial, technical and legal.Apart from providing the services of managing the due diligenceprocess for the client, ASR is able to provide financial duediligence services.

ASR has the access and knowledge of key providers of servicessuch as auditors, legal experts and technical experts. Properteaming and management of these professionals is vital for thesuccess of due diligence process.

Feasibility Reports / Studies

Entering into anew business orexpanding existingoperations needsto complete afeasibility report.The feasibilityanalysis helps the client in making the judgment on the fitnessand attractiveness of the project. ASR can assist its clients inconducting the needed feasibility analysis to answer thefollowing questions and provide vital recommendations aswell:

The size of the current market and its future potential?What is the target market for a product or a service?What is the competitive landscape?What should the legal structure of the new company be?What are the key capabilities required to offer theproduct/service in the target market?What should the business model be (pricing, distribution,marketing, etc.)?What are the financial targets and capital requirements?What additional recommendation may be made?

To some extent, the feasibility report is a modified version of thebusiness plan. As identified above the key aim of the feasibilityreport to assist a client in making a go/no-go decision!

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03. CORPORATE & INVESTMENT ADVISORY SERVICES

Investment Policy Development (EquityInstruments / Debt Instruments)

Except some large institutions, few investors in Saudi Arabia usea systematic approach to investments. However, the market isdeveloping in sophistication and demand for services that willallow the client to better control risks and enhance the returns(risk adjusted) is increasing.

One of the first steps in developing a long-term successfulinvestment portfolio is to develop a well structures investmentpolicy. Investment policy plays a vital role in making the clientthink of the target return, constrains and the risk appetite.

The investment policy development includes both operationaland investment issues. ASR can assist its clients on both fronts.On the operational issues, assistance will be provided onopening accounts and help in understanding the salient featuressuch as the cost of opening accounts, control of the account andthe frequency of reporting provided by the assetmanager/account manager. While on the investment side, theASR will work closely with the client in developing anappropriate level of risk balance, asset allocation, rebalancingand performance benchmark for the portfolio. The level ofsophistication of the client determines the kind of serviceoffered to him. Not all clients are same and it is vital to makethe solutions tailored to their requirements. ASR will workclosely with its client in understanding these requirementsbefore offering solutions and services.

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04. RECENT TRANSACTIONS

National Trigeneration CHP CompanySR 525,000,000

Saudi Makamin CompanySR 1,200,000,000

Obeikan Glass CompanySR 104,000,000

Obeikan Glass Company

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04. RECENT TRANSACTIONSRiyadh Cement Company

SR 937,000,000

United Steel Grating Factory Co.SR 37,500,000

USGF

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05. RECENT STUDIES

ASR undertook several assignments to obtain financing for many clients in various industries with total secured loans of more than

SAR 1.1 Billion for projects in different sectors. In addition, ASR had completed several Business Valuation Studies, Merger &

Acquisition tasks covering the following sectors:

1. Petrochemical Industries. 2. Plastic, Rubber & Chemical Industries.

3. Mining Industries. 4. Steel Industries.

5. Food Industries. 6. Construction Materials.

7. Logistics / Shipping. 8. Others.

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06. TEAM MEMBERS

ASR have highly qualified staff, highlights of the senior members are listed below:

1- Mr. Abdulaziz Al-Rebdi

Abdulaziz is the President and the founder of ASR CAPITAL. Prior to that Mr. Al-Rebdi was the CEO of NADEC, one of thelargest dairy companies in the middle east, where he led the re-engineering of NADEC to become a more competitiveplayer in the foodstuff industry. That included full re-development of resource planning, manufacturing, finance,marketing and sales. In addition he re-launched the company with its new logo, and packaging. Mr. Al-Rebdi alsointroduced a new strategy by adding non traditional dairy products to NADEC’s range including Juices, and other highmargin products.

Prior to that Mr. Al-Rebdi was the CEO of L’azurde group the largest manufacturer and marketer of jewellery products inSaudi Arabia. In addition he opened the first all female jewellery factory in Saudi Arabia. He also reinvented the L’azurdebrand as a leading designer of jewellery in Saudi Arabia.

Prior to L’azurde Abdulaziz worked with the Saudi Industrial Development Fund (“SIDF”) where he was a team leader atthe SIDF in their lending division. While at the SIDF Abdulaziz managed a team of project managers for pharmaceuticaland medical projects. Also, Saudi Economic Offset Program was under his team responsibility. In addition, he led thefinancing of multiple cold storage companies in the food industry. He led the effort of lending policy review andadjustment for specific sectors in Saudi Arabia.

Abdulaziz is has a B.A. in Industrial Management from KFUPM in 1985

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06. TEAM MEMBERS

2- Haren Sampat

Haren joined ASR in mid – 2006 as Vice-President (Projects) and has led the efforts to develop new projects as well asconduct different studies.

Haren is a senior executive with over 34 years of experience in General Management and successful leadership roles indiverse industry experiences including Marketing; Sales; Business Development; Manufacturing and Operations. Extensiveexperience in developing strategies, conceiving and implementing plans; developing organization; driving process-improvement; reengineering; managing changes; improving productivity and performance; turn around. Extensiveinternational business exposure with particular emphasis on Middle East and Asia. BS in Chemical Engineering andexperience in performance measurement (Business Balanced Score Card implementation.

Prior to joining ASR Haren worked as General Manager for National Scientific Co. (Dabbagh Group: Jeddah), GeneralManager for Oman Chemical Industries (Sohar, Oman) and Marketing Manager (Adwan Chemical Industries, Riyadh).

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06. TEAM MEMBERS

3- Baha'a Shawahne

Bahaa joined ASR in 2006 and as Senior Analyst and has helped in the effort to developing new projects and also helped inconducting different studies.

Bahaa has over 11 years industry experience in managing sales and marketing initiatives across petrochemical, plasticstrading, and paper manufacturing industries, market research and feasibility studies preparation. Professional industryexperience managing export sales of plastic products for one of the largest producers in the region and resin salesexperience throughout the GCC.

Prior joining ASR, Bahaa worked as sales engineer in different companies and also worked as market analyst for some jobsas well.

ASRCAPITAL

60th St, MalazP.O Box 103083

Riyadh 11695, Saudi Arabia

Tel : 00966 1 4744844Fax: 00966 1 4734333info@asr-consult.com