You are on page 1of 16
Gulf International Bank Bs.c. 0 Bora, Anb Money Fund Bing 4 Comte ta Me Dad Uae es telat, Tephone (#7)2431 0 FTE Foci 57205 ce United Arab Emirates Representative Office ae Wize Chief Financial Officer Al Tameer Holdings LLC P.O. Box 23936 advisor for Al Tameer’s equity placement transaction. In this connection we are enclosing two copies of the engagement letter, which should be signed by you for commencing work on Al ‘Tameer’s assignment, We also understand that your Group would shortly be signing up GIB as the financial advisor for the Madinah and Makkah projects. We have noted your observations relating to Al ‘Tameer’s IPO fee structure in the event the Madinah and Makkah mandates are awarded to GiB. In this regard, we conform that upon the signing of these two mandates the Equity Subscription Fee relating to the IPO mentioned in fee schedule (d) of clause 3 of Al Tamcer"s engagement letter would be amended as follows: * Equity Subscription Fee of 1% if Al Temeer's IPO size is greater than USS150 million; or * Equity Subscription Fee of 12% if Al Tameer’s IPO size is less than US§150 million, subject to a minimum Fee of US$250,000. Werbelieve that the above fee stmcture is comprehensive and aligned to your requirenients, With kind regards ‘om le HedN Quy. Abdul Qaiyam Hafiz Head of Corporate Finance - UAB os ran» Cp OF Bi Ldn Meee hand ape -wgBenesom, Gulf International Bank ase 0. Box 93413, Abra Attavoneya, King Fahod Road Riya 11673, Sul Arabia Mxplaiicy CR. 1010155799 bi, “eleghone (4966) 1 2180855, Fosiny £9966) 1218 055 ‘STRICTLY PRIVATE AND CONFIDENTIAL Al Tameer Holdings LLC P.O. Box 23936 Sharjah United Arab Emirates 22 August 2006 For the attention of: Mr. Masoud Ali Khan, Chief Financial Officer Dear Sir, Re: Proposal for Provision of Finaneial Advisory Services Pursuant to our proposal of 11 July 2006, this engagement letter (the “Letter”) sets out the basis on which Gulf International Bank, Investment Banking Division (“GIB” or the “Bank”) is to be appointed as the exclusive financial advisor to Al Tameer Holdings LLC (“Al Tamee:”, “Client”, and/or the Company”) in relation to a private placement (“Placement” and “Offer”) of its shares with strategic investors followed by an initial public offering (“IPO”) of its shares on regional stock market (the “Transaction”). ‘As a presrequisite to the sale of equity through the Placement and/or an IPO, Al ‘Tameer recognizes the need to undertake certain restructuring activities to consolidate its existing operations (e.g. projects, subsidiaries and/or affiliates) in order to present ‘an appropriate corporate and capital stracture for the Transaction. it is our understanding that Company is in the process of appointing en external legal counsel to review the legal status of the operations of the Company. GIB will work along side Al Tameer’s legal counsel to evaluate the restructuring from the financial and valuation aspects, and provide its input and recommendation for consolidating the Company's operations. The financial advisory services to be provided in relation to the Transaction ate referred to herein as the “Assignment”. A vit ; ‘aw fs intekon aa Crp et atl Bn eden der Ya WERE Gulf International Bank 3.30. 1. SCOPE OF WORK Based upon our current understanding, we propose the following scope of work, parts of which may be carried out concurrently, 1.4 Stage 4: Initial Review, Recommendations, and Initial Valuation 1.1.1 Phase I: Initial Review & Recommendations To prepare for the Placement, GIB will undertake the following tasks in coordination with the Company’s management and Al Tameer's Jegal counsel: i) carry out a short familiarisation review of the current structure and operations of the Company, the purpose of which will be to confirm the existing operations and development plans of Al Tameer and whether or not the present legal structure(s) is (are) appropriate for the proposed Transaction; ii) visit, as necessary, key locations of the Company, where discussions will be held with operational management on their views of the business, prospects and operational issues; iii) identify any legal issues that will need to be addressed prior to the commencement of the Placement; iv) identify, at the earliest possible stage, the need for any re-analysis or restatement of, or comment on, the historic financial results of each of the Company's Projects (the “Projects”) and on a consolidated basis of Al Tameer by third party accountants; and ¥) as it deems appropriate: (a) recommend which elements of the existing and Planned operations should be included, and those which should be excluded, from the proposed Placement; and (b) suggest changes, if any are required, to the Company's structure to improve the likelihood of success of the Placement though, for the avoidance of doubt, it will be the Company's own responsibility 10 implement any restructuring activities required to successfully complete the Placement. The external legal counsel will be responsible for preparing the necessary documents together with all legal aspects associated with any recommended and agreed changes to restructure the Company. 1.1.2. Phase Il: Initial Valuation Following agreement of Al Tameet’s new structure with the Company's management in Phase I, GIB will: 1) undertake an analysis of the historic financial results financial projections and junderlying assumptions of the Company to confirm where key risks lie and V, Projected returns are generated within the existing and proposed operations; y iy