Fajr Capital Corporate Profile

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Corporate Profile

2016


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Contents

Introduction 4

Fajr Capital Overview 4

Our Geographic Reach 5

Corporate Governance 6

Overview 6

Board of Directors 7

Management Team 11Shari’a Supervisory Board 16

Select Portfolio Companies 17

Bank Islam Brunei Darussalam 18

GEMS Education 20

MENA Infrastructure 22

National Petroleum Services 24

Tamar Energy 26

Making a Positive Social Impact 28

Fajr Capital Foundation 28Social Responsibility 29


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Mandate

Fajr Capital is an award-winning principal

investment firm, with a focus on strategic,

high-growth sectors in Organisation ofIslamic Cooperation (OIC) markets

Investment approach

Key OIC markets represent a distinctiveinvestment opportunity: common values

and cross-regional trade flows, coupled withstrong growth and high liquidity.

Fajr Capital has developed a robust analytical

framework to identify the most attractive

investment opportunities across our priority

markets. As an active investor, we workclosely with our portfolio companies tocreate enduring value for our shareholders

and the communities we serve.

Corporate Governance

Fajr Capital abides by the highest standards

of corporate governance. The company’s

organisational design and governancepractices focus on mitigating risk, building

a performance-driven culture, and ensuring

the spread of ideas and innovation.

Fajr Capital’s Board of Directors, chaired

by Adib AlZamil from the Zamil Group,comprises of senior global economicand business leaders. The company’smanagement team, led by CEO Iqbal Khan,

includes seasoned investment professionals,

with a proven track record and unparalleled

industry insight.

Ethical Principles

The word Fajr means “dawn” in the Arabic

language - representing Fajr Capital’svision to become a pioneering, role model

institution in the global financial services

industry.

As well as a robust governance framework,

Fajr Capital has appointed three independent

Shari’a supervisors to ensure consistency

with Islamic legal and ethical principles.The firm’s commitment to Shari’a principles

shapes its investment decisions and creates a

unique sense of ownership across the wholebusiness.

Fajr CapitalOverview

OVERVIEW Headquarters

Dubai International Financial Centre

Shareholders

Abu Dhabi Investment Council

Brunei Investment Agency

Fajr Capital Management Team

Government of Brunei Darussalam

HSBC Investment Bank

Khazanah Nasional Berhad

Lembaga Tabung Haji

Mohammed Alsubeaei & Sons

Investments Company (MASIC)

Select Portfolio Companies

Bank Islam Brunei Darussalam

GEMS Education

MENA Infrastructure

National Petroleum Services

Tamar Energy Limited

Select Co-investment PartnersAPICORP

Blackstone

Gulf Investment Corporation

HSBC

Jadwa Investment

Mumtalakat

RIT Capital Partners

Waha Capital

Recent Awards

Best Private Equity House in theMiddle East 2015, EMEA Finance

Achievement Awards

Best Private Equity House in theMiddle East 2015, Global M&A Network

Middle East Deal of the Year 2015 -National Petroleum Services, Global

M&A Network

Best Islamic Private Equity House,The Asset Magazine

Best Private Equity House,

Islamic Finance News



15+Institutional

co-investment

partners including:

Blackstone,Mumtalakat,

Gulf Investment

Corporation, RIT

Capital Parters and

Jadwa Investment

10+

Portfolioglobalcompaniesoperating in

key OICmarkets

15,000people

Together with our

portfolio companies,

employing over 50+Featured in

global publicationsincluding TheEconomist, FinancialTimes, Bloomberg,Wall Street Journaland Reuters

Over

100high-profile speakingengagements since2013, including WorldEconomic Forum, WorldBank, World IslamicEconomic Forum, SuperReturn and PrivateEquity International

Our GeographicReach

5global awards in 2015.Recognised as the “BestPrivate Equity Housein the Middle East” byEMEA Finance and theGlobal M&A Network

1Mandated by the IDBGroup and IFSB todevelop the growthstrategy for the globalIslamic financialservices industry



Fajr Capital remains committed to abiding

by the highest standards of corporate

governance.

The Fajr Capital Board of Directors is the

main decision-making forum for the Group.

It has overall responsibility for guiding the

strategic development of Fajr Capital,

overseeing the Group’s business and affairs,

and is also accountable to shareholders forfinancial and operational performance.

The Board of Directors meet on a regular

basis, both as a body and within its various

committees, and support the principle of

collective responsibility for the future success

of the Group.

The roles of the Chairman and Chief

Executive are also distinct and separate,

with a clear division of responsibilities. The

Chairman leads the Board of Directors

and ensures the effective engagement

and contribution of all executive andnon-executive directors. The Group Chief

Executive has responsibility for all Group

businesses and acts in accordance with the

authority delegated by the Board.

OVERVIEW Fajr Capital’s Investment Committee,

chaired by Chris Masterson, meets on a

monthly basis to oversee the company’s

principal investment activities.

CorporateGovernance

Board of Directors

Audit and Risk Committee of the Board

HR, Compensation and Nomination

Committee of the Board

Investment Committee of the Company

Portfolio Committee of the Company

Management Committee of the Company

Fajr Capital Governance-relatedCommittees



BOARD OF DIRECTORS

Adib AlZamilChairman of the Board

Adib Abdullah AlZamil serves as chairman

and an independent director on the Fajr

Capital Board of Directors. He is a senior

member of Zamil Group, which represents

the interests of one of the leading business

families in Saudi Arabia. He is currently

Managing Director of Finance and

Investments at Zamil Group, and also serves

on the Board of Directors and ExecutiveCommittee. He was Managing Director of

Zamil Industrial Investments Company from

1998 to 2004, and remains a member of its

Board of Directors. He is also the Chairman

of Jadwa Investment and serves on theBoard of Directors of Methanol Chemical

Co. Mr Zamil holds a Bachelor’s degree in

business administration from Portland State

University.

Abdulaziz AlsubeaeiDirector of the Board

Chairman of the HR, Compensation, and

Nomination Committee of the Board

Abdulaziz Mohammed Alsubeaei has played

a pivotal role in the creation of Mohammed

Alsubeaei & Sons Investment Company

(MASIC). He is a founder and Member of

the Board of Directors of Jadwa Investment

Company, one of Saudi Arabia’s fastest

growing investment banks. Mr. Alsubeaei

also serves on the Founder’s Committee and

the Executive Committee of Bank Al Bilad in

Saudi Arabia and on the Boards of Directors

of four other companies.



Mohd Izani GhaniDirector of the Board

Mohd Izani Ghani serves on the Fajr Capital

Board of Directors as a representative of

Khazanah Nasional Berhad. He joined

Khazanah in March 2005, and currently

serves as Executive Director and Chief

Financial Officer. He is also Non-Executive

Non-Independent Director of Bank

Muamalat Malaysia Berhad and Malaysia

Airports Holdings Berhad. At Khazanah, Mr

Ghani was deeply involved in the issuance

of the world’s first exchangeable sukuk for

USD750 million in 2006, followed by other

landmark exchangeable sukuks in 2007

and 2008. Prior to Khazanah, he was withPutrajaya Holdings Sdn. Bhd. and Renong

Group. Mr. Ghani has a BSc (Economics,specialising in Accounting and Finance) from

the London School of Economics and Political

Science; is a qualified chartered accountant

with the Association of Chartered Certified

Accountants, and is a member of the

Malaysian Institute of Accountants.

Nasser AlsubeaeiDirector of the Board

Nasser Mohammed Alsubeaei is Chairman

of Mohammed Alsubeaei & Sons Investment

Company (MASIC) and Managing Director

at its parent company, the Al Subeaei Group

of Companies. Mr. Alsubeaei is a Board

Member and a Member of the Executive

Committee of Bank Al Bilad. He is also a

Board Member of Arriyadh Development

Company (ARDCO) and Saudi Hotelsand Resorts Company, and a Member of

the Audit Committee at the Saudi Basic

Industries Corporation (SABIC).

Khalid AlsweilemIndependent Director of the Board

Dr. Khalid Alsweilem is an independent

director on the Fajr Capital Board of

Directors, and currently serves as a non-

resident fellow at the Belfer Center for

Science and International Affairs, Harvard

Kennedy School of Government. He was

previously Chief Counselor and Director

General of Investment at the Saudi Arabian

Monetary Agency, where he held several

senior positions since 1991. He holdsdegrees from the University of Arizona (BS

Industrial Engineering), Boston University

(MA Economics) and University of Colorado

at Boulder (PhD Economics), and was apost-doctoral fellow at Harvard University

(Economics & Finance).

CorporateGovernance



Iqbal KhanCEO, Fajr Capital

Director of the Board

Iqbal Ahmad Khan is the Chief Executive

Officer of Fajr Capital. He is also a member

of the Board of Directors of Bank Islam

Brunei Darussalam, Jadwa Investment,MENA Infrastructure and National Petroleum

Services. Previously, he was the founding CEO

of HSBC Amanah, the global Islamic financial

services division of the HSBC Group. Mr Khan is

a long-time advocate of the Islamic financial

services industry, serving as an advisor to

government initiatives in Brunei Darussalam,

Malaysia, Saudi Arabia, Singapore, United

Arab Emirates and the United Kingdom. Heholds a Master’s degree in Political Science

and International Relations and a B.Sc. (Hons)

in Physics and Chemistry, both from Aligarh

Muslim University. He is the recipient ofseveral industry and international accolades,

including the Royal Award for Islamic Finance,

a biannual prize presented by HM the King

of Malaysia; the State Award of “The Most

Honourable Order of the Crown of Brunei”

from HM the Sultan of Brunei; and a Lifetime

Achievement Award presented by HH Sheikh

Mohammed bin Rashid Al Maktoum, Prime

Minister of the UAE and Ruler of Dubai.

Atilla Kurama

Independent Director of the Board

Chairman, Audit and Risk Committee

of the Board

M. Atilla Kurama is an independent director

on the Fajr Capital Board of Directors. He

is also a Board Member of Türkiye Finans

ve Katilim Bankasi and Godiva Chocolatier,

and Chairman of Fon Leasing. He serves

as a member of the Holding ExecutiveBoard of the Ulker Group, one of Turkey’s

leading diversified conglomerates. The

Ulker Group, with origins in the food and

beverage industry, has been an operator

and principal investor in a wide range

of sectors and in 2008 acquired GodivaChocolatier. In addition to strong insight

and connectivity into Turkey and other OIC

markets, Mr. Kurama brings deep expertise in

the Financial Services sector, having played a

pivotal role in the 60% sale of Türkiye Finans

to Saudi Arabia’s National Commercial Bank

(NCB) in 2008.

Junaidi MasriDirector of the Board

Junaidi Hj Masri serves on the Fajr Capital

Board of Directors as a representative of

the Government of Brunei Darussalam. He

is currently Acting Managing Director of the

Brunei Investment Agency (BIA). He joined

the BIA in 1991, and was previously Director

and Head of Venture Capital and Strategic

Investments, managing BIA’s investments

globally. Mr. Masri holds a BSc Degree in

Computer and Management Sciences from

Keele University, United Kingdom.



CorporateGovernance

Chris MastersonIndependent Director of the Board

Chairman of the Investment

Committee of the Company

Chris Masterson is the Chairman of Montagu

Private Equity, a leading private equity firm

in the European market. Montagu focuses on

mid–market (Euro 100m—1b) investments

and management buyouts, with offices in the

UK, France, Germany, and Sweden. He has

over three decades of principal investment

experience at Montagu and elsewhere.

Previously held by the HSBC Group as HSBC

Private Equity Limited, Montagu was bought

out by its management in 2003, with HSBC

remaining as a minority shareholder. Mr.Masterson read Psychology at University

College, London and holds an MBA from

Manchester Business School.

Mike Powell

Independent Director of the Board

Mike Powell serves as an independent

director on the Fajr Capital Board of

Directors. He is a Managing Partner andCo-Founder of Thematic Capital Partners

LLP and Senior Partner of GCS Capital LLP.

He was formerly Global Head of Markets for

HSBC and a member of the HSBC Group

Executive Committee, and is well-known

as a seasoned global macro investor with

extensive strategic management experience.

Mr. Powell is a non-executive director ofJadwa Investment, and serves on the board

of a number of technology companies. Mr.

Powell has an MBA from Henley BusinessSchool.



CEOIqbal Ahmad Khan is the Chief Executive

Officer of Fajr Capital. He is also a member

of the Board of Directors of Bank Islam

Brunei Darussalam, Jadwa Investment,

MENA Infrastructure and National Petroleum

Services. Previously, he was the founding

CEO of HSBC Amanah, the global Islamic

financial services division of the HSBC Group.

Mr Khan is a long-time advocate of the

Islamic financial services industry, serving

as an advisor to government initiatives

in Brunei Darussalam, Malaysia, Saudi

Arabia, Singapore, United Arab Emiratesand the United Kingdom. He holds a

Master’s degree in Political Science and

International Relations and a B.Sc. (Hons)

in Physics and Chemistry, both from Aligarh

Muslim University. He is the recipient of

several industry and international accolades,

including the Royal Award for Islamic

Finance, a biannual prize presented by HM

the King of Malaysia; the State Award of

“The Most Honourable Order of the Crown

of Brunei” from HM the Sultan of Brunei; and

a Lifetime Achievement Award presented

by HH Sheikh Mohammed bin Rashid AlMaktoum, Prime Minister of the UAE and

Ruler of Dubai.

MANAGEMENT TEAM

Managing DirectorJaved Ahmad is a Managing Director at Fajr

Capital and was previously the Managing

Director at BIBD. He was previously a

Managing Director at HSBC Amanah, where

he led HSBC Amanah’s retail franchise in

Saudi Arabia and HSBC Amanah’s global

wealth management business, overseeing

a wide range of funds across diverse asset

classes. He has a long track record of

successful corporate finance transactions

in Islamic finance at HSBC Amanah, at

RHB Sakura Merchant Bankers Berhad as

a General Manager, and at the DMI Group.

Mr. Ahmad, who is a resident of Brunei, holds

an MBA from the University of Bradford.

IqbalKhan

JavedAhmad



Managing Director and CFO

Rizwan Kherati focuses on corporate and

investment operations and is the company’s

Chief Financial Officer. Mr. Kherati has led a

variety of functions at leading international

firms, including financial control, financial

analysis, audit, risk management,

compliance and operations. He was most

recently Global Head of Finance and Risk

at HSBC Amanah. In earlier roles, he worked

at HSBC Financial Services (Middle East),

Orix Leasing, Pakistan Kuwait Investment

Company and PricewaterhouseCoopers. He

is a qualified chartered accountant, costand management accountant, corporate

secretary and internal auditor.

Managing Director, Islamic FinancialServices (Managing Director – BIBD)

Mubashar Khokhar focuses on Islamic

financial services at Fajr Capital and iscurrently Managing Director at BIBD. He is

a seasoned financial services professional

with more than 28 years’ experience across

fifteen developed and emerging markets,

including the USA, Europe, Asia, Africa and

the Gulf Cooperation Council (GCC). Prior

to Fajr Capital, Mr Khokhar was the CEO

of Ajman Bank, a publicly listed Shari’acompliant bank in UAE, and also served as

the CEO of Badr Al-Islami/Mashreq Al-Islami,

a wholly owned subsidiary of MashreqBank.

During his reign, Ajman Bank received

widespread industry recognition, including

the coveted ‘Best Domestic Bank’ award

in 2011. Mr Khokhar has previously served

on the Board of Directors of Badr Al-Islami

and SAMBA Pakistan Ltd, and held senior

positions in American Express Bank and Bank

of America. He has an MBA and BBA (Hon.)

from Ohio University, USA.

Managing Director

Aamir Abdul Rehman is a Managing Director

at Fajr Capital. Prior to joining Fajr Capital,

Mr. Rehman was Global Head of Strategy at

HSBC Amanah, where he oversaw strategy

development across the full range of HSBC

Amanah’s business lines and regions. Prior to

HSBC, he was a consultant with the Boston

Consulting Group, advising Fortune 500 and

prominent global clients. He is author of

Dubai & Co.: Global Strategies for Doing

Business in the Gulf States (McGraw-Hill

2007) and Gulf Capital and Islamic Finance:

The Rise of the New Global Players (McGraw-

Hill 2009). He holds bachelor’s and master’s

degrees from Harvard University, and an

MBA from the Harvard Business School.

RizwanKherati

MubasharKhokhar

Aamir A.Rehman

CorporateGovernance



Director

Azmat Ashraf has thirty years of diverse

international experience with First Chicago,

Deutsche Bank, American Express, SaudiFransi and Mashreq Bank in the Middle East

and South Asia. In addition, he was also the

Managing Director of a brokerage house and

an Islamic finance firm. He conceived and

executed the local incorporation of Mashreq

Bank’s branches in Pakistan and its merger

with another domestic bank. As the CEO of

a full service commercial bank, he led the

acquisition or amalgamation of other banks

and financial services companies. Mr. Ashraf

holds a Bachelor’s degree in economics from

the University College London and an MBA

from the University of Bradford.

Director

Tom Hodgson focuses on principal

investments at Fajr Capital. Prior to joining

the firm, he worked as Director, Corporate

Finance Advisory at Deloitte Middle East.

He has more than twelve years of advisory

experience in sell-side and buy–side M&A,

IPO advisory, business and asset valuations,

capital restructuring, audit and accounting.

He has worked on transactions in Europe, US

and the Middle East and he has been based

in the Middle East since 2007. Mr. Hodgson

is a chartered accountant by training, and

has an Executive MBA from CASS Business

School and an Islamic Finance Qualification

from the Securities & Investment Institute

(SII).

Director

Salman Ashraf is the Head of Treasury and

Markets at Bank Islam Brunei Darussalam.

He is a qualified Chartered Financial Analyst

(CFA) and an Islamic Treasury and Global

Markets expert with over 24 years ofexperience working in the MENA, Central

Asia and Far Eastern regions with top tier

institutions such as Standard Chartered,

HSBC Amanah, Arab Banking Corporation

and latterly as the Global Head of Islamic

Distribution at Deutsche Bank. He holds a

Master’s degree in Business Administration,

a PGD is Systems Analysis and is a member

of the CFA Institute.

AzmatAshraf

TomHodgson

SalmanAshraf



Director

Dr. Gyorgy Ladics was previously Chief

Information Officer at Barclays — Emerging

Markets region. He enabled Barclays’geographical expansion and entry into new

markets like India, Pakistan, Russia and the

re-launch of businesses in UAE, Egypt and

Uganda by providing essential Operations

and Technology capabilities. Prior to joining

Barclays, he was Vice President at Citigroup,

where he held various senior positionsincluding Chief Operating Officer in Czech

Republic, Head of Technology for Central

European Region, and Senior Operating

Officer in Hungary. Dr. Ladics holds aMaster’s degree in Electrical Engineering

and Informatics and a doctorate degree

from Budapest University of Technology

and Economics.

Director

Mohammad Atif Mahmood focuses on

corporate and investment operations atFajr Capital. He has significant experience

in finance, valuation, corporate finance,

assurance and accounting for large

corporates and multinationals. Prior

to joining Fajr Capital, he worked at

PricewaterhouseCoopers in Dubai and

Karachi. Mr. Mahmood is a qualified

Chartered Accountant, CharteredManagement Accountant and Chartered

Financial Analyst, with a record-setting nine

gold medals at the Institute of Chartered

Accountants in Pakistan and a joint third

highest in the world in Financial Accounting

at the Chartered Institute of Management

Accountants in the United Kingdom.

GyorgyLadics

Mohammad

AtifMahmood

CorporateGovernance

Director and Head of Legal andCorporate Affairs

Zahid Kamal focuses on corporate and

investment operations at Fajr Capitaland is the company’s Head of Legal and

Corporate Affairs. Prior to joining the firm,

he was a senior lawyer at Ashurst LLP in

London and Dubai, where he advised Fajr

Capital and other corporate clients. Mr.

Kamal is an English qualified solicitor, and

has experience in UK and MENA public and

private company transactions, including

M&A, public takeovers, IPOs, secondaryofferings, restructurings and joint ventures.

ZahidKamal



Director

Mansoor Shakil focuses on principal

investments at Fajr Capital. He represents

Fajr Capital on the Board of Tamar Energy,

a leading alternative energy company in

the UK. Previously, he was Director, Asset

Management Group at the Doha–based Al

Rayan Investment, where he launched and

co–managed Al Rayan GCC Fund and led

landmark deals for Qatar First Investment

Bank and Gulf Bridge International. Prior

to that, Mr Shakil was with HSBC Amanah,

where he was instrumental in launching the

full product suite for HNWIs, corporates and

retail customers as well as cross functional

support for investment banking clients. Mr.

Shakil holds LL.M. degrees from Harvard Law

School and Cambridge University, as well as

an LL.B (Hon.) degree in Shariah & Law from

International Islamic University, Islamabad.

Director

Hak Yeung has in–depth corporate

finance and strategic advisory experience

and has successfully advised numerous

companies across Europe and East Asia.Prior to joining Fajr Capital, he was Head of

Business Development Asia at goetzpartners

Corporate Finance, an independent European

advisory firm. Prior to goetzpartners, he was

at NatWest Markets and KPMG. Mr. Yeung

is a qualified chartered accountant with an

MSc in Development Economics from Oxford

University and a BSc (Hons) in Banking and

International Finance from City University,

London.

Director

Imran Samee brings a wealth of experience

in consumer banking to Fajr Capital, having

held senior roles across the Middle East and

Europe. He helped to establish Al KhalijiCommercial Bank in Qatar, serving as Head

– Retail Banking Group and then as CEO of

its subsidiary BetaQat, a processing services

provider for GCC financial institutions. He

was Head of the Retail Banking Group for

Dubai Bank, and managed its conversion

to Shar’ia compliant operations. He wasCountry General Manager for Mashreqbank

Qatar, and led its transformation into a full–

fledged consumer banking operation with

a USD 0.5b+ balance sheet. He began his

career with Citigroup, serving at Citibank

Pakistan and at the Saudi American Bank.

Mr. Samee holds a BSc (Hons) in Economics

from the London School of Economics and

Political Science.

ImranSamee

MansoorShakil

HakYeung



Fajr Capital’s Shari’a Supervisory Boardmonitors the compliance of the company

and its investments with the principles of

Shari’a. The Shari’a Board has been selected

based on the following criteria:

• Expertise in Islamic financial

jurisprudence;

• Experience in Shari’a supervision of

Islamic financial institutions; and

• Diversity of perspective.

Shaykh Dr Mohamed Ali Elgari Professor of Islamic Economics

at King Abdul Aziz University

Independent member of the

Shari’a Supervisory Board

Dr Mohamed Ali Elgari holds a PhD inEconomics from the University of California.

He is a Professor of Islamic Economics at King

Abdul Aziz University, and serves as an expert

at the Organisation of Islamic Cooperationand the Islamic World League. Dr Elgari

is a member of Sharià Boards of various

high-profile Islamic finance institutions

and Takaful companies, including the Dow

Jones International Islamic Fund Market.

He also sits on the Sharià Board of the

Accounting and Auditing Organisation for

Islamic Financial Institutions (AAOIFI) and

is an Advisory Board member of the Harvard

Series on Islamic Law.

SHARI’A SUPERVISORY BOARD Ustadh Taha Abdul-BasserManaging Partner, StraightWay

Ethical Advisory

Independent member of the


Taha Abdul-Basser is an independent scholar

of Islamic ethics and law who has provided

comprehensive Sharià advisory services to

investment funds, investment banks, retailbanks, financial advisories, legal advisors and

other institutions since 1998. He received

his Bachelors (A.B.) in the Comparative Study

of Religion from Harvard College, a Master’s

(A.M.) in Arabic and Islamic Studies from

the Department of Near Eastern Languages

and Civilizations at Harvard University and

is an ABD from the same department. He

is currently the Harvard Islamic Society

Chaplain and a member of the Harvard

Chaplains.

Shaykh Essam IshaqIndependent member of the


Shaykh Essam Ishaq graduated in Political

Science from McGill University, Montreal,

Canada. He is currently teaching Islamic Law

and Theology in Bahrain, and is recognized

as an emerging leader in the discipline of

Islamic Finance. Shaykh Essam also serves on

the Shari’a Supervisory Boards of numerous

Islamic financial institutions, including:

Accounting and Auditing Organisation for

Islamic Financial Institutions (AAOIFI),Meezan Islamic Bank and Al Baraka Islamic

Bank.

CorporateGovernance


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SelectPortfolio

Companies



Bank IslamBrunei Darussalam

www.bibd.com.bn

Key FactsBusiness: Full-service Islamic financial

institution

Total assets: USD 5.3 billion

Shareholders: Brunei Ministry of Finance,

Sultan Haji Hassanal Bolkiah Foundation,

Fajr Capital, and approximately 6,000

individual Bruneian investors

Subsidiaries: BIBD At-Tamwil, BIBD

Securities, Syarikat Takaful Brunei Darussalam

(affiliate)

Headquarters: Bandar Seri Begawan, Brunei

Darussalam

Employees: 700+



Company Overview

Headquartered in Bandar Seri Begawan,

Bank Islam Brunei Darussalam (BIBD) is

Brunei’s largest bank and flagship Islamic

financial institution. With over seven hundred

employees and fourteen branches located

across Brunei, BIBD leads the Brunei market

in assets, financings and deposits – and is also

the preferred payroll bank for Government

employees. Other initiatives include:

• BIBD At-Tamwil, a wholly-owned

subsidiary, provides fixed deposits,

vehicle hire purchase and consumer

product financing.

• BIBD Securities, a wholly-owned

subsidiary, provides brokerage services

for both local and foreign shares.

• Syarikat Takaful Brunei Darussalam,

a 30%-owned affiliate company,

provides general and family takaful

services through its subsidiaries Takaful

Brunei Am and Takaful Brunei Keluarga.

Investment Rationale

Brunei Darussalam is a strong and distinctive

economy. With majority government

shareholding, BIBD is committed to Brunei

Darussalam’s National Vision 2035 of

attaining developed nation status.

BIBD was formed by the 2005 merger

of two earlier local Islamic financial

institutions, Islamic Bank of Brunei andIslamic Development Bank of Brunei, and

began operations in 2006. Today, BIBD is theleading domestic provider for a wide array

of Islamic financial services to all customer

segments.


BIBD has over 700 employees and itsgovernance is rooted in global best practices.

BIBD’s Chairman is the Deputy Minister at

the Brunei Ministry of Finance. Fajr Capital’s

Board Member Abdulaziz Alsubeaei, Chief

Executive Officer Iqbal Khan, and Managing

Director Javed Ahmad serve on the BIBD

Board of Directors. Javed Ahmad also serves

as BIBD’s Chief Executive Officer.

Value Creation

Fajr Capital remains deeply committed toits partnership with BIBD, and successfully

delivered a three-year “Leadership in

Service” strategy to optimise operational

performance, enhance product and

technological development, implement

corporate governance best practices,

improve brand equity and cement thebank’s role as the dominant player in Brunei.

In 2014-15, BIBD won a series of

international awards demonstrating thebank’s position as one of the leading Islamic

financial institutions not only in BruneiDarussalam, but across the OIC region:

• “The World’s Top 50 Safest Banks”, by

The Banker Magazine

• “The World’s Best Islamic Financial

Institutions 2014 for Brunei” by Global

Finance Magazine

• “Best Retail Bank in Brunei” by The

Asian Banker

• “Strongest Bank in Brunei” by The

Asian Banker

• “Bank of the Year in Brunei Darussalam

2014” by The Banker Magazine



GEMSEducation

www.gemseducation.com

Key FactsBusiness: International education company

Shareholders: Blackstone, Fajr Capital,

Mumtalakat and the Varkey Group

Headquarters: Dubai, United Arab Emirates

Employees: 11,000

Students: 98,000



Company Overview

GEMS Education is a pioneering education

company. Established in the UAE in

1968, GEMS Education is now the world’s

largest provider of K-12 private education

– operating more than 50 schools and

employing over 11,000 people across 19

markets in the Middle East, North America,

Europe, Asia and Africa.


Fajr Capital led an investor group comprising

of Bahrain Mumtalakat Holding Company

(“Mumtalakat”), the investment arm ofthe Kingdom of Bahrain, and Blackstone

to acquire a minority stake in GEMS

Education’s “emerging markets” business –

which consists of the growing markets in the

MENA and ASEAN regions, but excludes the

more mature markets of the US and Europe.

Private education in the emerging and

developing world is characterized byincreasing school age populations, highdemand dynamics for quality education

and fast-growing middle classes.

GEMS Education is arguably the largest

and one of the most successful global

education operators. The company isuniquely positioned to serve high-growth

OIC markets given its successful education

delivery systems and blended curricula

offering, which can cater to different

markets’ needs at different price points.


Together with the other shareholders and

management team, Fajr Capital has already

enhanced GEMS Education’s corporategovernance by introducing new mechanisms

to improve transparency, accountability and

discipline.

Fajr Capital is represented on the Board

of Directors of GEMS Education by CEO

Iqbal Khan, with the company also having

representation on the following governance-

related committees:

• Audit and Risk Committee

• HR Committee

• Investment Committee

• IPO Steering Committee

Value Creation

Fajr Capital, Mumtalakat and Blackstone

are working closely with GEMS Education’s

existing stakeholders to enable expansion

plans in the company’s key growth markets,

particularly Gulf Cooperation Council (GCC)

markets, Malaysia, Singapore and Indonesia.

Fajr Capital and its co-investment partners are

also continuing to support GEMS Education

to make strategic, financial and operational

progress – with a focus on strengthening

the company’s corporate governance and

institutionalising the business in preparationfor an IPO.



MENAInfrastructure

www.menainfrastructure.com

Key FactsBusiness: Infrastructure and energy

investments in Middle East and North Africa

Financial Close: September 2007

Size: USD 300m

GP Sponsors: Fajr Capital, HSBC Bank

Middle East and Waha Capital

Portfolio: Alexandria International

Container Terminals, United Power Company,

Hajr Electricity Production Company, and

Sohar Power Company SAOG




Company Overview

MENA Infrastructure is a dedicatedinfrastructure asset manager established

in the Dubai International Finance Centre

(DIFC) and regulated by the Dubai Financial

Services Authority (DFSA).

MENA Infrastructure’s mandate enables

its management team to invest across a

wide spectrum of infrastructure sectorsin the MENA region, including powerand water utilities, transportation, social

accommodation and energy infrastructure.


With increasing GDP and high population

growth, recent estimates indicate that

the MENA region requires significant

infrastructure investment over the nextdecade in order to meet rising demand.

MENA Infrastructure has a proven track

record and industry expertise of originatingand executing sound and profitableinfrastructure investments. The Fund’s four

initial investments remain strong, stable

projects in key OIC markets:

• Alexandria International Container

Terminals (Egypt)

• United Power Company (Oman)

• Hajr Electricity Production Company

(Saudi Arabia)

• Sohar Power Company SAOG (Oman)

Corporate GovernanceFajr Capital is a shareholder of the General

Partner (GP) and co-sponsor of the MENA

Infrastructure Fund, alongside HSBC Bank

Middle East and Abu-Dhabi based Waha

Capital.

MENA Infrastructure is managed by adedicated team of investment professionals

with significant experience in the finance,

infrastructure and energy sectors, led by CEO

Jeronimo Roura. Fajr Capital manages its

investment in MENA Infrastructure through

representation on MENA Infrastructure’sBoard of Directors by Fajr Capital Board

Member Atilla Kurama and CEO Iqbal Khan.

Mr Khan also serves as the Chairman ofMENA Infrastructure’s HR Committee, while

Mr Kurama is a member of the Audit and

Risk Committee.

Value Creation

Fajr Capital remains committed to MENA

Infrastructure’s continued development and

recognises the company’s award-winning

role in enabling the region’s infrastructure

development.

With the first fund now fully invested, Fajr

Capital is working alongside the other GP

sponsors and the management team to

raise a second USD500m fund targeting

the high growth infrastructure sector in the

MENA region and Turkey.



National PetroleumServices

www.npsintl.com

Key FactsBusiness: Oilfield services company

Shareholders: Arab Petroleum Investments

Corporation (APICORP), Fajr Capital, Waha

Capital, and other regional institutional

investors

Founded: 2004


Employees: Approximately 1,400



Company Overview

National Petroleum Services (NPS) was

established after the successful merger

of two family-owned oil and gas service

businesses in 2004. Today, NPS is one

of the largest regionally owned oilfield

services companies, with approximately1,400 employees operating in key MENA

and ASEAN markets, including BruneiDarussalam, Iraq, Malaysia, Qatar, Saudi

Arabia, and the United Arab Emirates.


With 1,400 employees from twenty different

nationalities, NPS is a growing and profitable

business focused on service delivery,

reliability and efficiency. The company’s

current service offering includes: well services

(i.e. coiled tubing, cementing, stimulation

and nitrogen), drilling and workover services,

well testing and wireline logging services.

NPS is recognised for both productquality and service deliverability, and is

widely engaged by leading national and

international oil companies such as Saudi

Aramco, Qatar Petroleum, ADNOC, Maersk

Oil, Ras Gas, Shell, Total, ConocoPhillips, and

Occidental, among others.


Fajr Capital has a significant minority stake

in NPS alongside APICORP, Waha Capital

and other Gulf Cooperation Council-

based institutional investors. Fajr Capital is

represented on the NPS Board of Directors,as well as the Audit and Risk Committee and

HR Committee, by CEO Iqbal Khan.

Long-term NPS shareholder, Abdul AzizAl Dolaimi, serves as the Chairman of the

company. NPS also has an experienced and

well-respected management team, led by

CEO Adnan Ghabris, who has more than

25 years’ international experience in the oil

and gas industry.

Value Creation

Fajr Capital completed its investment in NPS

in Q2 of 2014. Following recent expansion

in Algeria, Oman and Turkmenistan, NPS is

well-positioned to grow its geographic reach

and provide tailored services and solutionsto the global oil and gas industry.

Together with the consortium partners,Fajr Capital will leverage the shareholders’

business resources, including industryknowledge, global networks, and specialist

expertise, to support the continued growth

of NPS and enhance service offering to the

company’s customers.

Fajr Capital has already supported NPS to

complete a USD200 million refinancingarrangement with APICORP, HSBC, Emirates

NBD and Al Hilal Bank. In line with its five

year growth strategy, NPS will use the

refinancing to repay the company’s existingsenior debt and working capital facilities, and

to support long term equipment purchases

over the next three years.



www.tamar-energy.com

Tamar Energy

Key FactsBusiness: Renewable energy through

anaerobic digestion

Launch: February 2012

Headquarters: London, United Kingdom

Shareholders: RIT Capital Partners plc, Fajr

Capital, Duchy of Cornwall, Lord Rothschild’s

Family Interests, Sainsbury’s, Ludgate

Environment Fund and others



Company Overview

Tamar Energy was formed in 2011 and raised

USD 157m of equity in 2012. The company

focuses on processing organic waste in the

UK and Ireland, primarily through anaerobic

digestion (AD) to produce bio-methane and

electricity.

In late 2012, Tamar Energy purchased the

organics business of Countrystyle Limited,which was subsequently re-structured as

Tamar Organics and is a wholly owned

subsidiary of Tamar Energy. The acquisition

brought six IVC/open-windrow composting

sites plus access to potential AD sites with

planning permission.


Tamar Energy produces renewable energy

from three main sources of feedstock –

organic waste from the food processing

industry; agricultural sources; and ‘post-

consumer’ organic waste, broken down intomunicipal, household waste and waste from

industrial and commercial sources such as

hotels, supermarkets, schools and hospitals.

With a strong and growing network of five

AD plants, Tamar Energy is establishingitself as a clear UK market leader in the AD

sector whilst making a positive contribution

towards a sustainable planet.


Fajr Capital manages its investment in Tamar

Energy through four seats on Tamar Energy’sBoard of Directors, represented by Sir Michael

Peat, Rizwan Kherati, Mansoor Shakil and

Ben Sautelle-Smith, and representation on

the Investment Committee, HR Committee

and the Audit and Risk Committee

Tamar Energy’s senior management has

significant experience in renewable energy,

led by its CEO Dean Hislop. The company

aims to be the employer of choice in its

sector – giving employees an optimal career

structure, success-linked rewards and high

quality training.

Value Creation

Fajr Capital is continuing to support Tamar

Energy fulfil its vision to become the UK’s

clear market leader in the AD sector. The

company entered 2015 with five AD plants:• Holbeach (1.5 MW), which is

operational;

• Basingstoke (1.5 MW), which is

operational;

• Retford (3 MW), which is operational;

• Halstead (2 MW), which is operational;

and

• Hoddesdon (3 MW), which is in

commissioning.

A number of other sites with planning

approval are in advanced stages of

development.

In early 2015, Tamar Energy secured a

landmark £32 million non-recourse project

finance facility, the first such financing

facility in the UK AD industry. The newfinancing facility will be used to build the

next wave of AD plants from Tamar Energy’s

development pipeline.



The establishment of Fajr Capital Foundation

(“the Foundation”) marked a significant

milestone for Fajr Capital, providing the

company with a platform to develop

innovative and sustainable models for

economic development within the OICregion.

The stated objectives of the Foundation

are broadly defined in order to provide theFoundation considerable flexibility in the

design and implementation of its activities.

Specifically, the Foundation focuses on

meeting the following objectives:

• Democratisation of knowledge

Supporting the development of

human and knowledge capital in the

developing world, with a specific focus

on Fajr Capital Group’s core markets;

• Democratisation of wealth

Seed capitalisation of selected

economic development projects in

conjunction with relevant partners,

whether to pioneer a new model or

transfer a successful model into a new

market;

• Democratisation of philanthropy

Facilitating poverty alleviation

initiatives and enabling the exchange

of philanthropic best practises between

the East and West.

Fajr Capital is committed to enabling and

empowering the Foundation to advancethe company’s long-term vision.

Fajr CapitalFoundation



Global partnerships

to spread economicinnovationFajr Capital believes in

building strong alliances with

international organisations

to facilitate the spread ofeconomic innovation across

our constituent markets.

• World Bank

Signed Memorandum of

Understanding with the

World Bank to facilitate

international efforts to

nurture ethical finance

and socially responsible

investing

• Organisation of Islamic

Cooperation

Produced and

disseminated a series

of infographic data

with the OIC’s research

arm, SESRIC, around

socio-economic trends in

Muslim-majority markets.

• United NationsFajr Capital Advisors

mandated by the

International Fund for

Agricultural Development

and World Humanitarian

Summit to provide

strategic advice on

Islamic finance and OIC

markets.

Innovative thinking

in today’s dynamicworldFajr Capital partners with

digital and traditional

media to disseminate

thought-leadership and

promote the values andideals that underpin both

Fajr Capital and the ethical

investment ecosystem.

• Thomson Reuters

Showcased as a leading

private equity investor

in Thomson Reuters’

“State of the Global

Islamic Economy”

and “Global Islamic

Investment Gateway”

reports.

• Digital Engagement

Exponential growth

in followers on social

media platforms such

as Twitter and LinkedIn,

as well as the launch

of the company’sYouTube channel with

thought-leadership

videos.

• Media

Regular coverage of

Fajr Capital and its

portfolio companies

in global publications

such as the Finanical

Times and Bloomberg.

Stakeholder

engagement to unlockregional potentialFajr Capital works closely with

industry-building institutions

to empower grassrootseconomic development and

unlock the true potential of

the OIC region.

• UK Government

Fajr Capital invited by the

British Prime Minister to

join the UK Government’s

Global Islamic Finance

and Investment Group.

Inaugural meeting was

held at the Foreign and

Commonwealth Office,

Lancaster House, London.

• World Economic Forum

Invited to join the World

Economic Forum as

a “Global Growth

Company”, alongside

high-profile regional and

international firms.

• Securities CommissionMalaysia

Invited to present at the

OCIS-SC Roundtable,

and provide continued

support on innovative

ideas such as crowdfund

investing and social

responsibility sukuk.

Capacity building for

tomorrow’s leadersFajr Capital is committed to

partnering with world-class

academic institutions and

supporting the development

of research, innovation and

human capital development.

• Oxford University

Partner institution for

the 2014-15 Islamic

Finance and Investment

Seminars, with guest

speakers such as Lord

Stephen Green, Tan Sri

Dato’ Azman bin Hj.

Mokhtar, and Ann Pettifor

• International Centre

for Education in Islamic

Finance (INCEIF)Special sessions at the

10th and 11th World

Islamic Economic

Forum with INCEIF on

entrepreneurship and

impact investment

• London School ofEconomics

Partner institution

for the inaugural

Islamic Finance and

Investment Seminars,

which culminated with a

prestigious reception at

the House of Commons,

UK Parliament.

SocialResponsibility



Fajr Capital Limited

Dubai International Financial CentreGate Village 5, Level 3

PO Box 506738

Dubai, United Arab Emirates

T: +971 4 373 5900

F +971 4 327 8874

www.fajrcapital.com

Fajr Capital Corporate Profile

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