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Annual Report and Audited Consolidated Financial Statements for the period from incorporation on 2 June 2008 to 31 March 2009

1

Global MENA Financial Assets Limited 2

Management and Administration 3

Chairman’s Report 4

Manager’s Report 8

Economic Review 12

Country Review 15

Breakdown of Assets Portfolio 19

Underlying Portfolio Companies 20

Board of Directors 29

Directors’ Report 30

Independent Auditor’s Report to the Members of Global MENA Financial Assets Limited

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Consolidated Statement of Assets and Liabilities 42

Consolidated Statement of Operations 43

Consolidated Statement of Changes in Net Assets 44

Consolidated Statement of Cash Flows 45

Consolidated Financial Highlights 46

Consolidated Schedule of Investments 47

Notes to the Consolidated Financial Statements 49

Notice of Annual General Meeting 61

Contents

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Investment Manager

Global Capital Management Limited (the “Investment Manager”) is the investment manager of Global MENA Financial Assets Ltd. The Investment Manager is the private equity fund management subsidiary of the Middle East’s leading regional investment bank, Global Investment House K.S.C.C. (“Global”). Global offers a comprehensive range of financial services with operations across the Gulf Cooperation Council (GCC), the wider MENA region and in other emerging markets. Investment Policy Global MENA Financial Assets Limited (the “Company”) (together with its consolidated subsidiaries referred to as the “Group”) is a closed‐ended investment company which was incorporated in Guernsey on 2 June 2008. The Company’s investment objective is to generate attractive absolute gains from investment in a diversified portfolio of financial sector assets focused on the Target MENA Region (including Turkey). The Target MENA Region is defined by the Company as the Middle East and North Africa region comprising of the countries: Algeria, Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, Saudi Arabia, Tunisia, Turkey, United Arab Emirates, and Yemen (“Target MENA Region”). The Company’s investment strategy is to utilise the Investment Manager’s proven private equity approach to acquire and manage controlling and significant minority stakes in unlisted companies and stakes of any size, which will include both controlling and non‐controlling stakes in listed companies in the financial services sector. Total investment by the Company in non‐controlling stakes in listed companies will be limited to the higher of US$100 million or 20 per cent. of the net asset value of the Company (in each case at the time of the investment). The Investment Manager will seek to play an important role in shareholder value creation through active engagement with portfolio companies. The Company will not restrict its investments to any specific sub‐sector within the financial services sector. The Company will maintain at least an 80 per cent. exposure to the Target MENA Region, with a maximum of 20 per cent. of the Company’s net assets invested in emerging markets outside the Target MENA Region, in each case at the time of investment. There is no individual limit on investing in any particular country, although the Company will not invest in companies or institutions based in Iran, Sudan and Syria. No more than 30 per cent. of the Company’s portfolio will be invested in any single company or institution (at the time of investment).

The Target MENA Region as defined by the Company: MENA bloc excluding Iran, Sudan and Syria

Global MENA Financial Assets Limited

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Directors Richard Bernays (Chairman) Maha Al‐Ghunaim Sayantu Basu (resigned 29 January 2009) Omar El‐Quqa John Hawkins Terence Allen (appointed 21 April 2009) Kishore Dash (appointed 8 July 2009)

Registered Office Arnold House St. Julian’s Avenue St. Peter Port Guernsey GY1 3NF Channel Islands Investment Manager Global Capital Management Ltd. c/o Walkers SPV Limited Walker House St. Mary Street George Town Grand Cayman KY1‐9002 Cayman Islands Administrator and Secretary HSBC Securities Services (Guernsey) Limited PO Box 208 Arnold House St. Julian’s Avenue St. Peter Port Guernsey GY1 3NF Channel Islands Registrar Capita Registrars (Guernsey) Limited Longue Hougue House St. Sampson Guernsey GY2 4JN Channel Islands

Custodian HSBC Custody Services (Guernsey) Limited PO Box 208 Arnold House St. Julian’s Avenue St. Peter Port Guernsey GY1 3NF Channel Islands Brokers and Financial Advisors J.P. Morgan Cazenove Limited 20 Moorgate London EC2R 6DA United Kingdom Legal advisers to the Company (as to English law) Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA United Kingdom Legal advisers to the Company (as to Guernsey law) Mourant du Feu & Jeune First Floor, Dorey Court Admiral Park St. Peter Port Guernsey GY1 6HJ Channel Islands Independent Auditor Ernst & Young LLP PO Box 9 14 New Street St. Peter Port Guernsey GY1 4AF Channel Islands

Management and Administration

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The first financial period of your company, Global MENA Financial Assets Limited’s (the “Company”) operation has been extraordinarily difficult. From the Company’s launch on 18 July 2008 to 31 March 2009, net asset value (“NAV”) has risen by 14.77 per cent., from 105.6p to 121.2p. This performance has been flattered by the weakness of sterling. In US dollar terms, NAV has fallen by 17.14 per cent., from US$2.10 to US$1.74. The share price has fallen from 103.5p to 38.0p over the same time period, and the shares traded at a 68.6 per cent. discount to NAV at 31 March 2009. The share price has significantly recovered since 31 March 2009, moving up by 66 per cent. trading at 63p on 28 July 2009.

The Market

The Gulf region held up well in comparison with the rest of the world in the early part of the financial year but started to fall dramatically in November 2008, and continued to be very weak until early March 2009. The MSCI Emerging Markets Index fell by 38 per cent. over the period and the Gulf Co‐operation Council markets, as measured by the MSCI Arabian Index, fell 55 per cent. Private equity funds went out of fashion and the average discount to NAV of private equity funds quoted on the London Stock Exchange was 62 per cent. on 31 March 2009.

The Board continues to be concerned that the share price remains at a significant discount to NAV, and has been considering ways of improving the share price, in particular by undertaking a share buy‐back programme which would involve buying back shares into treasury. As Global Investment House K.S.C.C. (“Global”) is a 29.99 per cent. shareholder in the Company, undertaking the share buy‐back programme would involve obtaining a waiver from the Panel on Takeovers and Mergers in respect of the obligation that might otherwise arise for Global to make a mandatory offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers if its holding were to increase beyond 30 per cent. as a result of the share repurchases. The Company is unable to make this application at present due to Global's financial situation. It remains the Company’s intention to obtain a waiver from the Panel on Takeovers and Mergers of the obligation to make an offer under Rule 9 once Global's financial situation is clarified, and provided shareholder approval is obtained, to undertake a share buy‐back programme.

Following meetings with shareholders in the Gulf Region, the Board is examining all options available for reducing the discount against net asset value.

The Portfolio

As at 31 March 2009, the underlying investments of the fund, comprising two quoted companies and six unquoted companies, held up reasonably well, with their aggregate value falling from US$272.3 million to US$193.3 million in US dollar terms, since the launch. The Company’s investment manager, Global Capital Management Ltd. (the “Investment Manager”) has reported that all portfolio companies are trading reasonably well.

The Company’s unlisted portfolio is valued every six months in accordance with the guidelines established by the International Private Equity and Venture Capital Association. The valuation in these accounts, which has been reviewed by the Company’s auditors, Ernst & Young LLP (the “Auditors”), includes a discount of 40 per cent. to reflect the illiquidity of the shares of the unlisted portfolio. This is the same level of discount as was applied to the valuation on which the portfolio was acquired from Global and is considered to be very conservative. The Audit Committee of the Company has carefully considered the level of the discount and believes that it is appropriate given the state of stock markets in the MENA region at the year end.

Chairman’s Report

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During the year the Company has announced the following transactions:

• Global granted the Company a put option over all the unlisted companies comprised in the initial portfolio. The put option is exercisable for a period of 30 days after the first anniversary of the Company's listing (which was on 18 July 2008). The Board has recently negotiated a deal with Global whereby Global will pay the Company US$21.259 million in return for the cancellation of the put option. As this is a related party transaction, it will need the approval of the independent shareholders of the Company (i.e. shareholders other than Global and its associates). A circular will be sent to shareholders dealing with this issue shortly. The amount payable is due to be paid to the Company in cash in September 2009. The directors intend to distribute this sum by way of a special dividend once it is received. The put option is valued at US$21.259 million at the balance sheet date.

• As announced on 17 June 2009, the Company, through its wholly‐owned subsidiary Financial Assets Bahrain W.L.L. (“FAB”), acquired a minority holding in Twenty Third Project Management Company W.L.L. and consequently an indirect interest of 5 per cent. in Dar Al Tamleek Co. (also known as Saudi Housing Finance Company) (“Saudi Housing”), a mortgage finance company incorporated and based in the Kingdom of Saudi Arabia, from Global. The cash consideration for the acquisition was set off against a corresponding amount owing under the Islamic money market instruments with Global and its subsidiaries (see below for further details).

• As announced on 3 April 2009 and 4 June 2009, the Company is currently in negotiations with Global to acquire a further asset, the cash consideration for which would be set off against a corresponding amount owing under the Islamic money market instruments with Global and its subsidiaries (for further details see below). There can be no certainty that agreement can be reached to acquire this asset from Global, in which case the Company’s exposure to Global under these contracts will remain outstanding, therefore the directors have decided to take a provision of 25 per cent. against the Global murabahas. The Company will inform shareholders in respect of any material developments with respect to this possible acquisition.

The Company’s portfolio is held in the following manner:

Investment Cost as at 31 March 2009

Value as at 30 September 2008

Value as at 31 March 2009

US$m US$m US$m

Quoted investments 91.5 83.0* 85.8

Unquoted investments 148.7 170.2 107.4

Put option ‐ ‐ 21.3

Cash and cash equivalents

‐ 58.9 145.1

Islamic money market instruments (murabahas and wakalas)

‐ 214.9 81.3

Total 527.0 440.9

* Excludes the rights issue of Bindar Trading and Investments, a portfolio company, after 30 September 2008

Islamic Money Market Instruments

As at 31 March 2009, the Company held cash, deposited with HSBC, Citibank and Standard Chartered Bank of US$145.1 million and Islamic money market instruments in the form of agency agreements (wakalas) and murabahas with various entities: Global and its subsidiaries, two Kuwaiti companies and one Jordanian company, with an aggregate face value, gross of impairments, of US$107.2 million1 (plus profit).

1 At an exchange rate of US$3.43064:KD1.000 as at 31 March 2009 for the Kuwaiti contracts and an exchange rate of US$1.41143:JOD1.000 as at 31 March 2009 for the Jordanian contract.

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In the unaudited non‐statutory interim accounts as at 30 September 2008, cash deposits of US$273.8 million were shown. Due to a misunderstanding between the Company’s service providers, Islamic money market instruments amounting to US$140.0 million, which had been acquired in August 2008 with Global and its subsidiaries, were recorded as cash at Bank of New York and shown in the accounts as such, whereas the wakalas with two Kuwaiti companies of US$74.9 million were shown as foreign currency cash. Although this was a wrong description, it did not affect the net asset value of the Company.

The Board was not aware that the Company and its subsidiaries (the “Group”) had entered into Islamic money market instruments until late December 2008. Following this discovery, the Board engaged its Auditors to review the Group's accounting entries so that the Board could be satisfied that the Group's accounting records accurately reflected the Group's assets. In addition, the Independent Directors gave instructions to the Investment Manager to seek the immediate repayment of monies invested in murabaha arrangements, to terminate all the murabaha arrangements, and not to enter into any further murabaha arrangements or to agree revised terms without the Independent Directors' approval.

At this time, the Board also learned that the Company, through its wholly‐owned subsidiary, FAB, had entered into a further three Islamic money market instruments with Global, a substantial shareholder of the Company and the parent company of the Investment Manager, and its subsidiaries, for an aggregate principal amount of $47.8 million (plus profit). Subsequently, this amount was reduced to US$34 million. The Board also learnt that the Company, through its wholly‐owned subsidiary, FAB, had entered into two Islamic money market instruments with two Kuwaiti companies (other than Global) in August 2008, which were later renewed in November and December 2008, on which Global acted as Islamic financing agent, for a total principal amount of US$74.9 million (plus profit) and an Islamic money market instrument was entered into with a Jordanian company in December 2008 for a total principal amount of JD3.0 million (US$4.2 million) (plus profit).

Due to the conflicts of interest existing between the Company, its Investment Manager and two of its directors (by virtue of their position within Global), a committee comprising the independent directors of the Company was established at the beginning of March 2009 to deal with all matters and business relating to and arising out of the entry into of all of the Islamic money market instruments (the “Murabaha Committee”). The Murabaha Committee, comprising John Hawkins and me (joined by Terrence Allen and Kishore Dash when they became directors of the Company in April 2009 and July 2009, respectively), has been working with the Investment Manager and the Company’s legal advisers, Ashurst LLP, on the recovery of the amounts invested in the Islamic money market instruments.

The detail of the various murabaha investments is fully covered in the Directors’ Report and the Notes to the Financial Statements. The current position in respect of the murabaha transactions entered into by the Company, through its wholly‐owned subsidiary FAB, is as follows:

Company Principal outstanding as at 31 March 2009

Principal outstanding as at 29 July 2009

US$m US$m

Global 47.8* 34.0*

First Kuwaiti company 23.2 12.7

Second Kuwaiti company 34.8* 34.8*

Jordanian company 1.5 ‐

Total 107.3 81.5

* As at 31 March 2009, the Company applied a provision of 25 per cent. or US$8.5 million in respect of the total amount currently outstanding under the Global murabahas of US$34.0 million and 50 per cent. in relation to the total amount outstanding under the murabaha with the second Kuwait company. At 31 March 2009, the net amount after provision shown in the Company's financial statements due from Global was US$39.3 million and US$17.4 million from the second Kuwaiti company. Amounts at 29 July are at constant exchange rates.

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The Board

In January 2009, Sayanta Basu resigned as a non‐executive director of the Company in order to devote full attention to his executive role within Dubai Group.

On 22 April 2009, the Company announced the appointment of Terence Allen as an independent non‐executive director of the Company. Terence is currently the managing director of Allied Investment Partners PJSC and Union National Financial Consultancy LLC, and is a non‐executive director of Al Salam Bank of Bahrain, which is listed on the Bahrain Stock Exchange and the Dubai Financial Market. He was formerly the head of investment banking at the National Bank of Abu Dhabi. He is a member of the Audit Committee and has recently been appointed to the Murabaha Committee, which is responsible for all matters relating to the Islamic money market instruments entered into by the Company and its subsidiaries.

On 9 July 2009 the Company announced the appointment of Kishore Dash as an independent non‐executive director as well as a member of the Audit Committee and the Murabaha Committee. He has 24 years extensive experience in investment banking, asset management and real estate and is presently establishing a new investment company in Bahrain. Formerly Kishore was executive director of asset management at Gulf Finance House, general manager of Investment Group at Al Rajhi Bank and division head at Kuwait and Middle East Financial Investment Company.

We welcome them both to the Board and believe that they will make a significant contribution.

Corporate Governance

You will see from the Corporate Governance Report that a number of issues have arisen during the year. The directors believe that the issues have been satisfactorily addressed and that the appropriate internal controls and systems are now in place. There is an issue as to whether or not murabahas were permitted investments but the Board has clarified the position by restricting the holding of cash to deposits with banks of high credit standing and with strict exposure limits. The Board hopes that it will succeed in negotiating a satisfactory recovery of the monies invested in these murabahas. The Board recognises the importance of the continued co‐operation of the Investment Manager in attempting to recover the outstanding monies owed under these arrangements.

Outlook

The recovery of the oil price and the stabilisation of real estate values in much of the MENA region is leading to a marked improvement in investor sentiment. We believe that, as we hold almost 50 per cent. of net assets in cash, we are well placed to acquire further good investments at attractive prices.

Richard Bernays

Chairman

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Dear Investors,

The financial period ended 31 March 2009 was the first year of operation for the Company. Since the time of listing on the London Stock Exchange in July 2008, the Company has been operational for nine months. The global financial market crisis hit MENA economies hard during the last quarter of 2008 and the first quarter of 2009. Financial markets of the region saw the deepest downturn of their history. Considering this unprecedented economic scenario, we had to take extraordinary precaution while making investment decisions, with a primary focus on protection of capital.

The financial market crisis of the last year has reinforced the need for better corporate governance and risk management. We have also increased our interaction with the portfolio companies, wherever there is an opportunity, to: a) strengthen their risk management system and governance; b) develop cost reduction strategies; and c) recapitalise balance sheets and improve asset liability management.

Since listing in July 2008 and in addition to the original portfolio, the Company has made the following investments:

1) Bindar Trade and Investment Company (BTIC): BTIC is one of the portfolio companies that was originally transferred to the Company, where we own 69.58 per cent. the Company participated in the rights issue of BTIC by investing JD3.97 million. The funds raised under the rights issue are being used to meet working capital requirements and to expand BTIC’s business. In 2008, BTIC’s operating profit grew 44 per cent. to JD2.9 million and net income declined by 30 per cent. to JD0.97 million. This sharp decline in net income was due mainly to loss of JD1.18 million arising from revaluation of trading investments.

2) Saudi Housing Finance Company or Dar Al Tamleek (DAT): The Company acquired a 5 per cent. indirect holding in DAT for a total consideration of US$4.1 million subsequent to balance sheet date. DAT is a housing finance company in Saudi Arabia, offering Shari'ah compliant mortgage financing products. It is worth noting that this investment was envisaged during the launch of the fund (refer to page 47 of the prospectus). Saudi Arabia presents a significant housing finance opportunity due to its favourable demographics, positive demand‐supply gap in the housing market and robust real estate market growth. It is estimated that approximately 86 per cent. of real estate activity in Saudi Arabia is undertaken on a cash basis. The founding shareholders of the Company include some of the most reputed business groups in Saudi Arabia including Savola Group and General Organisation for Social Insurance. As strategic investors, these companies are expected to provide captive business to DAT. It also has a strong and competent management team with relevant industry knowledge and experience in the regional housing finance market. Considering the above factors, DAT represents a compelling opportunity for the investors to take part in the thriving real estate market of Saudi Arabia.

3) We are also in the final stage of making another investment. By virtue of it being a related party transaction it has to undergo various regulatory procedures, beginning with the Independent board approval which was given on 30 November 2008. GMFA proposes to acquire a significant indirect holding of 20 per cent. in the company for a total consideration of US$34 million.

On the economy side, during the second quarter of 2009 we have seen some early signs of recovery on the horizon. This was also reflected in the performance of the capital markets. A number of major regional indices recorded strong growth from March to June 2009.

The main equity indices of the GCC markets grew 37 per cent. in the period from March through June 2009, as indicated by the MSCI GCC Index. The regional markets as a whole grew 35 per cent. as per the MSCI Arabian Index. The MSCI World Index increased 28 per cent. over the same period, while the MSCI Emerging Market Index increased 20 per cent. GCC markets’ correlation with S&P 500 and emerging markets continues to be low or negative.

Investment Manager’s Report

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Over much of 2009, the focus of the market has been on UAE real estate market, the political situation in Kuwait, and corporate liquidity concerns within Qatar. Since May, we noticed tentative signs of stabilisation in the Dubai real estate. Dubai has a broad significance in the region, since it is regarded as the bellwether of the GCC markets and the lens through which investors look at the Gulf as a whole. Also, on this count, another piece of evidence is that a number of international banks have eased their lending criteria in regard to UAE home finance.

The Dubai and Abu Dhabi governments’ program of issuing bonds worth US$20 billion and US$10 billion has drawn significant attention of the international investor community. The first tranche of US$10 billion of Dubai government bonds has been fully subscribed. The first tranche of the Abu Dhabi bond has been oversubscribed two times, mostly by international investors. International rating agencies have given high marks to the Abu Dhabi bond program2. In the first quarter of 2009, the combined net profit for the five major banks (Abu Dhabi Commercial Bank, Emirates NBD, First Gulf Bank, National Bank of Abu Dhabi and Union National Bank) increased quarter‐on‐quarter (QoQ) by 252 per cent. and declined year‐on‐year (YoY) i.e. over the first quarter of 2008 by 3 per cent.3

The banking sector of Saudi Arabia, the second largest in asset terms in the GCC after UAE, registered strong growth in the first quarter of 2009. The combined net profit of the five major banks (Arab National Bank, Rajhi Bank, SAMBA, Saudi British Bank and Ryadh Bank) increased QoQ by 27 per cent. and declined marginally by 0.5 per cent. YoY.3

The three major banks of Qatar (Qatar National Bank, Doha Bank, Commercial Bank of Qatar) have also registered strong recovery. In the first quarter of 2009 the combined net profit increased quarter‐on‐quarter by 105 per cent. and increased YoY by 20 per cent. In Kuwait the approval of the US$5 billion bailout package gave a major boost to the financial system. 3

However, most of the funds being injected by the governments of the region will be used primarily for repayment of existing debts and recapitalising the balance sheets of the financial institutions. Therefore, the loans and advances by the banks may not grow in 2009 materially. The liquidity position may continue to remain tight in the remaining part of 2009. We believe de‐leveraging of financial institutions’ balance sheets and distress sales of assets will continue throughout 2009 and may taper off from mid 2010. This has opened a window of opportunity for the private equity players of the region to acquire high quality assets at fire sale prices. A possibility of a number of business consolidations exists in some major financial markets of the MENA region.

Crude oil price, the principal driver of most of the regional economies, is currently on an uptrend. In March 2009 the oil price started increasing on the back of 4.2 million barrels per day (mb/d) production cuts

3 Source: www.arabianbusiness.com 4 Source: Al Mal Capital Research

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announced by OPEC from the September 2008 level. A further reduction by 1 mb/d is also expected in 2009. Oil prices and MENA equity indices continue to show a high correlation, about 91 per cent. in the 2Q 2009.

20%

40%

60%

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160%

Jan‐08

Feb‐08

Mar‐08

Apr‐08

May‐08

Jun‐08

Jul‐0

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Aug

‐08

Sep‐08

Oct‐08

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‐08

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Jul‐0

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Oil Price MSCI GCC Index

MSCI GCC Index vs. Oil Prices

3‐ month 6‐month 1‐year Correlation 0.91 0.87 0.86

Goldman Sachs has predicted that oil prices would reach $US85 a barrel by the end of 2009, and $US95 a barrel at the end of 2010, from the current level of $US65‐70. We believe there are undeniable reasons why medium term prices will be in upward trajectory:

• lower US dollar will translate to higher oil prices. Given the US Fed policy of quantitative easing and the dollar peg in GCC, this negative correlation will continue to support higher oil prices;

• OPEC has made substantial production cuts since the crisis started and this time around, the member countries have showed even better compliance; and

• tight credit, declines in production, exploration and development will be putting future supply at risk which could be another catalyst for higher oil prices.

The expected price level is significantly above the breakeven price level of regional economies and should have a positive impact on the regional markets.

Developments with Investment Manager

In the last six months, there have been material developments in the Investment Manager’s parent company, Global. In December 2008, Global defaulted in repaying a loan instalment on one of its syndicated facilities, which triggered cross defaults on other bank loans. Global appointed HSBC Bank as its international financial adviser to renegotiate the existing credit facilities' terms with lending banks, in addition to CBK Capital as local financial adviser.

Global presented a comprehensive restructuring plan to its lending bank group in February 2009 and has assisted in the completion of a valuation of Global's principal investments and real estate portfolio, prepared by a financial adviser appointed by the lending bank group. Further, on the cost efficiency front, Global has materially reduced its operating costs by over 20 per cent. This has been achieved by decreasing its workforce by 10 per cent., scaling down salaries and cancelling staff bonuses for 2008. The management of Global is committed to resolving its financial problems as quickly as possible and is confident that this will be achieved to the benefit of all stakeholders.

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Update on Murabaha Contracts

As at 31 March 2009, the Company’s assets included cash, murabahas4 and wakalas of US$226.4 million. This comprised approximately US$145 million of cash deposited with HSBC, Citibank and Standard Chartered Bank, and US$81 million of short term investments (Islamic deposits) under murabaha and wakala contracts with Global, two Kuwaiti companies and one Jordanian company. The murabaha and wakala balance was, after applying an impairment in relation to the murabahas with Global (US$8.5 million) and the murabaha with one of the two Kuwaiti companies (US$17.4 million). As of July 2009, the balance has further declined to US$55.7 million as a result of a partial repayment of US$25.3 million from Global and both the Kuwaiti companies.

The Company entered into these murabaha and wakala contracts in August and September 2008, before the financial market crisis hit Kuwait. However, towards the end of 2008, all these financial institutions started facing difficulties repaying the murabahas and wakalas, due to the liquidity crunch in the market.

To monitor the recovery process, the Company established an independent committee of the Board (the "Murabaha Committee"), comprising of the two Independent Directors, Richard Bernays and John Hawkins. The Murabaha Committee was formed on the ground that Global and the Investment Manager were conflicted and the committee since then has been enlarged to include new Independent Directors.

Going Forward

2008 was considered as the worst year for the financial markets across the world. Middle Eastern markets were resistant to the collapse for the first half of the year. However, regional markets could not continue to decouple from the rest of the world in the second half and saw a major downfall in last quarter of 2008 which to an extent continued in Q1 2009. These developments also had an adverse impact on our portfolio valuation.

Lastly, we would like to draw your attention to the put option which the fund has from Global. With reference to the RNS announcement made by the company on 17 July 2009, the Directors have considered carefully whether or not to exercise the put option, balancing the attractiveness of the investment portfolio against the deteriorating economic outlook caused by the dramatic events in global capital markets, the current financial position of Global and the Company's existing outstanding murabaha with Global.

Following discussions with Global, the Directors announced that they have agreed, subject to all necessary regulatory requirements, to terminate the put option agreement for a payment of US$21.259 million from Global. It is proposed to distribute this cash, which is expected to be received on or before 15 September 2009, by way of a special dividend to shareholders in due course.

We believe by the end of the financial year 2009‐10, the MENA financial markets will be able to embark on stable growth curves and in the fourth quarter of the financial year 2008‐09 the MENA markets might have already crossed the point of inflection on their recovery. We are currently reviewing a number of opportunities which might be available at abnormally low prices due to the current market condition.

Sincerely, Shailesh Dash, CFA Managing Partner Global Capital Management

4 Murabaha is an Islamic financing structure, where an intermediary buys an asset with free and clear title to it. The intermediary and prospective buyer then agree upon a sale price (including an agreed upon profit for the intermediary) that can be made through a series of installments, or as a lump sum payment. Pricing depends on credit ratings, transaction size and types of goods being financed. The premium is generally based on a benchmark figure, such as LIBOR, plus a margin. A bank cannot re‐price its receivables if LIBOR rises during the contract's duration. Murabaha is not an interest‐bearing loan, which is considered riba (or excess). Murabaha is an acceptable form of credit sale under Sharia (Islamic religious law). Similar in structure to a rent to own arrangement, the intermediary retains ownership of the property until the loan is paid in full.

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The credit crunch, housing market slump and banking crisis shook world stock markets in 2008 making it one of the most dramatic years in decades. Increasing insolvency concerns claimed a number of high profile financial institutions in the US and Europe including Lehman Brothers, Merrill Lynch, and Royal Bank of Scotland. Governments and central banks intervened to bolster confidence but could not prevent the world's leading economies from sliding into recession.

Initial expectations were that the crisis would be contained in the Western financial sector with the mortgage related housing crisis. Emerging markets and commodities, such as oil, experienced strong growth and recorded historical highs in the first half of 2008. However, with the increase in economic turmoil, credit markets retreated worldwide, revealing the large degree of integration of global credit markets.

The deterioration in external financing conditions and reversal of capital inflows put pressure on equity markets across the region, and this was intensified with softening oil prices and negative consumer sentiment. The aggregate market capitalisation of GCC markets started 2008 at approximately US$1.1 trillion, fell about US$500 billion during the year, and ended the year at US$0.6 trillion. 5

The highest losses were recorded in the Saudi Arabia, Egypt, Dubai and Abu Dhabi markets. For the year 2008, the UAE market declined the most among the regional markets, where the Dubai Financial Market broader benchmark index fell 72.4 per cent. and the Abu Dhabi Securities Exchange fell 47.5 per cent. year on year. Saudi Arabia and Egypt followed closely, with Saudi’s Tadawul All Share Index ending the year with a decline of 56.5 per cent. year on year, and the Cairo Stock Exchange declined 56.4 per cent. Of the regional markets, Amman Stock Exchange was least impacted, only dropping 25 per cent. year on year.

The fall in the general market was also evident in the banking sector, given the size and dominance of banks as components of regional stock indices. The banking sectors in the region did not generate fruitful profits, and asset quality deterioration has been visible from bank financial statements. Banks have already taken a major hit in terms of provisioning for asset deterioration, be it in terms of loans or investments.

Government Response

In line with the actions taken by major governments across the world, MENA governments and Central Banks have taken several steps to stabilise the markets. Following rate cuts by the US Federal Reserve, Central Banks in Egypt, Jordan, Kuwait, Saudi Arabia, and the UAE have cut interest rates. In addition, some of the governments in the region have taken steps to guarantee bank deposits in a bid to infuse confidence in the financial system and Central Banks have also pumped liquidity into the markets in an effort to revive them. Most recently, the State of Kuwait put into effect a five‐billion‐dollar stimulus plan to support the domestic economy by assisting troubled investment firms and encouraging banks to offer new credit. Through this plan, the state will guarantee 50 percent of new credit facilities to be granted by banks to local companies in 2009 and 2010. Although these initiatives have been more recent, they have provided reassurance to investors that central banks are taking necessary steps to stabilise the banking sector and ensure liquidity to the market.

5 Global Investment House Research

Abu Dhabi

Bahrain Dubai Egypt Jordan Kuwait Oman Qatar Saudi Arabia

General Market Index

‐47% ‐35% ‐72% ‐56% ‐25% ‐38% ‐40% ‐28% ‐56% 2 0 0 8

Banking Sector Index Performance

‐47% ‐39% ‐68% ‐47% ‐19% ‐33% ‐46% ‐23% ‐55%

Economic Review

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2009‐2010

After witnessing strong growth in the beginning of 2008, MENA economies are expected to contract in 2009. In the GCC region as a whole, the International Monetary Fund ("IMF") is projecting growth to decline from 6.4 per cent. in 2008 to 1.3 per cent. in 2009 and increase again in 2010 to 4.2 per cent.

Real GDP growth Current Account Balance (US$b)

Total Government Debt (as % of

GDP) 2007 2008 2009

E 2010 E

2007 2008 2009 E

2010 E

2008 2009 E

Bahrain 8.1 6.1 2.6 3.5 2.9 2.3 0.3 0.7 158 186 Egypt 7.1 7.2 3.6 3.0 1.9 0.9 (5.7) (8.4) 20.9 16.8 Jordan 6.6 5.6 3.0 4.0 (2.9) (2.4) (2.3) (2.5) 25.8 23.3 Kuwait 2.5 6.3 (1.1) 2.4 50.0 70.6 27.4 35.5 16.9 25.5 Oman 6.4 6.2 3.0 3.8 2.4 3.2 (0.1) 1.0 17.2 20.8 Qatar 15.3 16.4 18.0 16.4 22.0 36.1 7.4 24.2 59.9 64.4 Saudi Arabia 3.5 4.6 (0.9) 2.9 95.8 139.0 (6.8) 19.2 16.2 21.2 United Arab Emirates

6.3 7.4 (0.6) 1.6 29.0 41.1 (12.0) (2.5) 33.3 39.7

GCC 5.1 6.4 1.3 4.2 Source: International Monetary Fund (IMF)

Fortunately, GCC economies are well positioned to face the downturn, armed with large fiscal surpluses built up during the recent oil boom. These surpluses will be used to pursue expansionary fiscal policies and fund substantial government expenditures in 2009. For example, in addition to injecting funds into the banking sector, Saudi Arabia has announced its plan to spend US$400 billion on major infrastructure, education and health sector projects over the next five years. Spending reserves on infrastructure will offer stability and minimize the adverse effects of the global slowdown.

As for the non‐oil producing countries, such as Jordan, growth is expected to decelerate as economic growth, exports, and tourism are expected to suffer slowdowns. Jordan has been a beneficiary of the boom in the GCC countries, which has resulted in abundant liquidity and unprecedented levels of private capital inflows and tourism revenues. Although these inflows will slow, Jordan’s established and strong record of reforms and liberalisation is expected to reduce the impact of the global financial crisis on the Jordanian economy relative to other countries in the region. The IMF expects the Jordanian economy to record satisfactory growth rates in 2009‐2010 of 3 to 4 per cent., driven by domestic demand. Listed Private Equity Vehicles Listed private equity vehicles on the London Stock Exchange have historically added value to shareholders and outperformed the FTSE All Share index. However, the intensifying economic slowdown has led to a drop in net asset values of private equity funds given the reduction in earnings of underlying companies as well as the sharp fall in comparable multiples used for valuation purposes. In addition, the contraction in liquidity and low trading volumes has also contributed to share prices of listed private equity vehicles trading at distressed discounts levels.

Since listing on the London Stock Exchange in July 2008, the Company’s share price has declined 63 per cent. up until 31 March 2009, while its peer group of other listed vehicles declined by an average of 59 per cent. and the FTSE All Share Index declined 42 per cent. over the same period. (The peer group includes direct private equity investment companies listed on the London Stock Exchange on the dates noted above). The drop was intensified in the first three months of the 2009, where the Company’s share price declined 58 per cent., while the same peer group declined by an average of 13 per cent. and the FTSE All Share Index declined 10 per cent. over the same period. The sharp decrease in the Company’s share price was primarily due to forced sales by a few investors caused by change in certain regulatory requirements restricting those investors

14

from investing. Under new Financial Services Authority ("FSA") regulations relating to collective investment schemes, certain categories of shareholders were no longer eligible to hold shares in a listed fund where the manager is not FSA authorised. Private Equity funds (MENA)

Private equity funds in the MENA region as a whole are facing challenges given the current market conditions, with diminishing leverage, falling comparables, and challenging exit strategies putting downward pressure on private equity funds trying to replicate previous years’ returns.

Nevertheless, after experiencing four years of growth, the industry is expected to emerge from the crisis stronger than before. Firstly, the level of liquidity in the industry as a whole is high, with more than 60 per cent. of the funds raised not deployed. Although the pace of private equity worldwide retreated in 2008, private equity in the MENA region continued to experience growth in fundraising activity. 6 According to the Gulf Venture Capital Association, funds raised in 2008 increased to US$6.4 billion from US$5.8 billion in 2007. When compared to funds raised in 2005 (US$2.9 billion), 2008 reflects a compound annual growth rate of 30 per cent. This will allow the industry to survive a year or two with slower fundraising. At the same time, actual private equity investment activity decreased in size and number in 2008, resulting in a significant buildup of dry powder that can be strategically deployed at compelling valuations.

Secondly, competition between large PE funds operating in the MENA area will result in larger deals including privatisation of mega public companies, public‐to‐private transactions, or takeover of core family conglomerates that will come under financial stress in the next two years. Lastly, historical data indicates that funds raised and/or invested during economic downturns tend to outperform funds deployed at stable times, and demand by MENA companies for minority and/or growth capital investments should increase in the near term.

6 Gulf Venture Capital Association “Private Equity & Venture Capital in the Middle East”

15

Oil exporter Real GDP Growth (%) Oil GDP Growth (%) Non‐oil GDP Growth (%) 2008 2009 E 2008 2009 E 2008 2009 E Algeria 3.0 2.1 (0.9) (2.1) 6.1 5.7 Bahrain 6.1 2.6 1.2 0.1 6.9 3.0 Kuwait 6.3 (1.1) 4.2 (4.5) 7.9 1.2 Libya 6.7 1.1 3.8 (2.5) 11.0 6.0 Oman 6.2 3.0 0.4 1.4 8.1 3.5 Qatar 16.4 18.0 18.2 26.3 14.5 9.0 Saudi Arabia 4.6 (0.9) 3.2 (10.5) 5.3 3.3 United Arab Emirates 7.4 (0.6) 3.6 (5.3) 8.6 0.8 Middle Eastern oil exporters 5.4 2.3 2.4 (3.5) 6.1 3.7

Source: International Monetary Fund (IMF)

Saudi Arabia

With an economy dominated by the oil sector, record high oil prices resulted in an unprecedented budget surplus for Saudi Arabia in 2008, and economic growth of 4.6 per cent. in real terms, compared to 3.5 per cent. real growth in 2007. In early 2009, however, the cut in Saudi Arabia’s oil output by more than 1 million barrels/day and the sustained correction in oil prices will impact the Kingdom’s economic growth after almost a decade of rapid expansion. The IMF has estimated that Saudi’s oil GDP growth will contract 10.5 per cent. in 2009, and overall GDP growth will contract 0.9 per cent. in real terms. The economy is expected to return to growth of 2.9 per cent. in 2010 with recovery of oil prices.

Nevertheless, Saudi Arabia remains very attractive, possessing vast foreign assets to support economic activity, prudent fiscal policy measures and a resilient, well capitalised banking system. Since 2000, Saudi Arabia has maintained its total external debt to around 13 per cent. on average, allowing the government to accumulate reserves of US$432 billion as of 2008. The impact of a large contraction in oil output on economic growth will be partly offset by rising government expenditures on major infrastructure projects and job creation.

United Arab Emirates

The UAE’s GDP grew by 7.4 per cent. in 2008, supported by a rise in oil prices coupled with a surge in construction projects and strong performance of the banking sector. While the UAE performed well in 2008, the IMF expects the UAE’s economy to decline 0.6 per cent. in 2009 due to the direct and indirect effects of the oil price decline. So far, the main impact has been the sharp reversal in demand for real estate and services, with 52.8 per cent. of construction projects across the UAE being stalled over recent months. Real estate developers have also faced troubles with declining property prices and ratings downgrades.

In addition, the UAE financial sector has been impacted. Although the majority of banks in the UAE saw their profits increase in 2008 following a period of high oil prices, many banks will face a difficult year in 2009 as losses in their real estate and consumer loan portfolios result in a significant increase in non‐performing assets. Several banks have taken measures to temporarily suspend lending to real estate, construction and hospitality services, which will hinder the central drivers of the country’s recent economic expansion. The UAE authorities have taken measures to inject liquidity and boost public expenditures in 2009, but the increase in government debt could lead to further difficulties associated with refinancing debt in a global economic recession.

Country Review

16

Kuwait

Similar to its GCC counterparts, Kuwait’s performance in 2008 was strong with high oil prices and growth in the real estate sector translating into GDP growth of 6.3 per cent. compared to 2.5 per cent. in 2007. Although Kuwait was initially expected to accumulate reserves of $40 billion, the sharp drop in oil prices led to accumulation of reserves of only US$17.8 billion as of 2008. For the financial year ended 31 March 2009, Kuwait’s government announced a budget surplus of US$21 billion and has projected a budget deficit for the financial year 2010 of US$17 billion, after ten consecutive years of budget surpluses.

The IMF estimates that Kuwait’s economy will contract 1.1 per cent. in 2009, primarily due to a 4.5 per cent. contraction in oil GDP, and the expected decline in oil revenues in 2009. In 2010, in line with OPEC‐driven changes in oil output and the projected recovery in oil prices, Kuwait’s economy is expected to return to positive GDP growth.

With an aim of diversifying the economy away from oil, the government is increasing privatisation and promoting non‐oil sectors like financial services. Also, to encourage foreign investments in Kuwait, the government has brought down the income‐tax rate on foreign companies from 55 per cent. to 25 per cent. Investment income from the government's substantial holdings of foreign assets and ample fiscal surpluses from previous years will help stabilise the economy in the current downturn.

Qatar

In line with its strong performance over the past few years, economic growth in Qatar for the year 2008 surpassed growth by neighbouring MENA countries for another year, recording real GDP growth of 16.4 per cent. as compared to 15.3 per cent. in 2007. Of all the countries in the MENA region, Qatar seems to be the least affected by the global credit slowdown. The increase in commodity prices, specifically crude oil and natural gas, has enabled Qatar to report budget surpluses over the last five years. However, the global slowdown is expected to result in an overall drop in the demand for and prices of most commodities, including natural gas prices. Nevertheless, despite the expected drop in revenues from the energy sector, the Qatari government is focusing on further spending on infrastructure development and expansion of its natural gas production capacity in 2009‐2010.

The global squeeze on credit has had a negative impact on Qatar’s real estate sector, which in turn has impacted Qatari banks that have had significant exposures to the sector. In an attempt to limit further losses to the banking sector, the Qatar Central Bank has placed restrictions on banks, prohibiting them from extending more than 15 per cent. of their equity in real estate finance, among other restrictions. Overall, the IMF expects Qatar’s real GDP growth to grow to 18 per cent. in 2009 and drop to 16.4 per cent. in 2010 as natural gas production nears its maximum planned capacity.

Bahrain

Bahrain’s economy has been performing exceptionally well during the past few years, recording healthy double digit nominal growth rates. In 2008, Bahrain recorded growth of 6.1 per cent. in real terms as a result of increasing oil prices as well as the government’s diversification efforts in infrastructure development and the financial services sector. Bahrain’s financial sector is one of the largest contributors to GDP and comprised 25.5 per cent. of all economic activity in 2006 when measured in real terms. The country currently hosts the largest concentration of banks and other financial institutions in the Middle East region, offering a diverse range of services. Apart from conventional banking, Bahrain is an important hub for Islamic banking which has performed very well in the economic crisis. The Central Bank of Bahrain has taken a range of measures to stabilise the financial sector, and has directed banks to limit their exposure to the real estate sector in attempt to limit losses from the decline in real estate.

However, Bahrain faces competition from Saudi Arabia, Dubai and Qatar which are stronger and larger in all these financial sectors. Also, the government’s revenues remain primarily tied to oil revenues, despite

17

diversification efforts and initiatives. Therefore, the government has lowered its revenue forecasts for 2009 and 2010 and is expecting a deficit of US$1.7billion for 2009.

Overall, real GDP growth for Bahrain is forecast to drop sharply to 2.6 per cent., but is still notable considering the larger economies of Saudi Arabia, UAE and Kuwait are expecting a contraction. Also, while inflation has been a key policy concern with other GCC countries facing double digit inflation figures (CPI), Bahrain has had less of a problem with CPI of 4.5 per cent., providing the central bank with additional flexibility for monetary easing.

Oman

Oman’s economy continued its north bound growth in 2008, recording GDP growth of 6.2 per cent. in real terms, driven by increasing oil prices and growth in Oman’s hydrocarbons sector. With hydrocarbons directly accounting for 45 per cent. of Oman’s GDP, the economy will be impacted from the decline in oil prices, and the impending issue of Oman’s rapidly depleting oil reserves. The growth in real GDP is expected to decline to a forecasted 3 per cent., attributable to low oil prices and a decrease in output.

Oman enjoyed fiscal surpluses from 2006 to 2008, although this will most likely change in 2009; the IMF forecasts a fiscal deficit equivalent to 0.2 per cent. of GDP for 2009. Similar to its regional counterparts, Oman is implementing economic reforms to diversify the economy away from its reliance on oil and hydrocarbon revenues. The government has vowed to pursue development projects across Oman, despite the worsening global economic conditions and decreased government revenues.

Egypt

Egypt’s real GDP growth has increased from 2006 to 2008, reaching growth of 7.2 per cent. in 2008. The sectors experiencing high growth over this period were tourism, personal services, construction and building, education and health. Egypt’s banking sector is in a booming stage, following the growth in the economy and the recent reforms that have taken place in the banking sector in an attempt to improve asset quality and capital adequacy. Egypt’s banking sector is also exhibiting a consolidation trend, where merger and acquisition actions are prevailing, in addition to privatisation of public banks.

The Egyptian government has run a fiscal deficit for the past few years, although it has been declining as a percentage of GDP, reaching 7.8 per cent. of GDP in 2008. This deficit is expected to continue at the same level in 2009. The Egyptian government will press forward with economic reform in 2009, which, combined with job losses and increased social service spending, will result in a higher deficit.

Egypt's exports are being impacted by the deepening recession in the western world, and this is also starting to affect parts of the domestic manufacturing sector. Slowing growth and tighter liquidity worldwide are also leading to a downturn in fixed capital formation, but strong capital expenditures by the government will help maintain some momentum.

Overall, the IMF estimates that real GDP growth will fall to around 3.6 per cent. in 2009, with tight global liquidity limiting growth in fixed investment and exports.

Jordan

Jordan’s real GDP growth declined from 6.6 percent in 2007 to 5.6 per cent. in 2008. The largest contributors to Jordan’s GDP are financing, business, and real estate services accounting for a total of 20.9 per cent. of GDP according to the Central Bank of Jordan, followed by manufacturing at 19.6 per cent. of GDP.7 Although the global slowdown did not take its toll on Jordan in 2008, growth in real GDP is expected to decelerate as the repercussions of the financial crisis begin to impact the economy. Slowing demand along with a contraction in workers’ remittances, foreign direct investments and tourism revenues are expected to weigh down on economic growth, pushing Jordan’s GDP to a forecasted 3 per cent. in 2009, according to the IMF.

7 Jordan Department of Statistics

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Jordan’s banking sector has been further strengthened with the government’s move to fully guarantee bank deposits until the end of 2009. Indicators of Jordan’s banking sector have remained sound, characterised by strong growth in corporate profitably, high capitalisation, capital adequacy ratios well above minimum regulatory requirements, and tight supervision by the Central Bank of Jordan. Jordanian exports expanded 37.7 per cent. in 2008, with India replacing the US as the main destination for Jordanian exports, accounting for 21 percent of trade compared to 17 per cent. to the US. Exports to the US have grown exceptionally over the past few years as a result of the free trade agreement signed with the US in 2000. However, the weakness in the US economy resulted in a drop in Jordanian exports to the US in 2008 and this is expected to weaken further. Jordan has been a beneficiary of GCC investments and with the spike in oil prices and the economic boom in the GCC, Jordan has benefited from a surge in liquidity and capital inflows. This is expected to decline as the oil producers repatriate their capital following the drop in oil prices and tightening liquidity conditions, thus intensifying pressures on Jordan’s current account deficit and foreign reserves.

19

Company Name Description Country % Stake in the

company

Cost US $

Fair Value US $

% of NAV

Listed portfolio

1 Bindar Trading & Investment Credit & Finance

Jordan 69.6 % 47,108,519 45,175,876 10.29

2 Jordan Trade Facilities Co. Credit & Finance

Jordan 87.3 % 44,361,542 40,647,528 9.26

Subtotal 85,823,404 19.55

Unlisted Portfolio

3 Al‐Manar Financing & Leasing Co Credit & Finance

Kuwait 13.7 % 26,981,697 20,525,359 4.67

4 Al Soor Financing & Leasing Co Credit & Finance

Kuwait 12.4 % 30,837,597 11,385,518 2.60

5 Asian Finance Bank Commercial Banking

Malaysia 10.0 % 13,139,520 5,968,195 1.36

6 BMI Bank Commercial Banking

Bahrain 10.0 % 43,949,116 37,179,471 8.47

7 Gulf Takaful Insurance Insurance Kuwait 18.2 % 14,546,569 12,520,430 2.85

8 Industrial Bank of Kuwait Corporate Banking

Kuwait 2.5 % 19,201,610 19,850,889 4.52

Subtotal 107,429,862 24.47

Cash and Equivalents

122,242,492

Foreign currency cash

22,843,447

Murabaha Receivables

81,311,154

Put Option Value 21,259,000

Other net liabilities (1,821,952)

Total Net Asset Value

439,087,407

Breakdown of Assets Portfolio

20

(Percentages on graphs may not add to 100 per cent. due to rounding differences)

Breakdown of Assets Portfolio

Breakdown of Total Assets

Breakdown of Total Equity

21

Bindar Trading and Investment

Country Jordan

Industry Credit and Finance

Acquisition cost US$47,108,519

Market Value US$45,175,876

Valuation Basis Quoted

% Ownership 69.6%

Key Financials (US $ m) Dec 2007 Dec 2008 Mar 2009 Revenue 4.6 7.7 1.5 Operating Profit 2.9 4.1 0.67 Net Profit 1.9 1.4 (0.13) Book Value 20.9 29.8 30.4 Total Assets 36.7 62.8 58.7

Source: Company’s Financial Statements Note: December year end Exchange rate as of respective period end

Bindar Trading and Investment (“BTIC”) is a consumer finance company operating in Jordan. BTIC was established in 2000 in the Kingdom of Jordan and was listed on the Amman Stock Exchange in 2004. BTIC’s primary area of activity is financing for purchase of vehicles, durable assets and real estate, and follows basic Islamic principles in its operations. BTIC’s capital was increased in October 2008 from JD14.3 million (US$20 million) to JD20 million (US$28 million) to allow the company to expand its financing and leasing activities, and to meet its productivity and growth plans. BTIC registered an increase in revenue of about 70 per cent. for the year ending December 2008 compared to a year earlier, reflecting the growth in its receivables portfolio and client base. The growth in revenues was attributable to a 63 per cent. growth in the company’s financing portfolio. Although BTIC registered 44 per cent. growth in operating profits, it made revaluation losses on its investment portfolio. In November 2008, BTIC launched a car showroom in a prime location in Amman with a focus on selling used cars. Entering this segment is in line with BTIC’s plans for vertical integration and gives the company potential for further growth. The showroom is expected to sell around 300 cars in 2009. BTIC has declared a dividend of JD0.045 per share for the financial year ended December 2008, which was paid post 31 March 2009.

BTIC announced a loss of US$0.13 million for the first quarter ended 31 March 2009. Total financing in the first quarter totalled US$1.15 million as compared to US$6.9 million in the corresponding period last year.

22

Jordan Trade Facilities Company

Country Jordan

Industry Credit and Finance

Acquisition Cost US $ 44,361,542

Market Value US $ 40,647,528

Valuation Basis Quoted

% Ownership 87.3%

Key Financials (US $ m) Dec 2007 Dec 2008 Mar 2009 Revenue 5.0 6.6 1.1 Operating Profit 3.2 4.4 .34 Net Profit 2.6 1.7 .89 Book Value 25.3 26.5 25.3 Total Assets 41.1 49.8 45.4


Jordan Trade Facilities Company (JTFC) was established in 1983 as a public company in the Kingdom of Jordan and was listed on the Amman Stock Exchange in 2001. JTFC was one of the first companies to enter the consumer finance business in Jordan and provides financing for vehicles and durable assets. JTFC has recently broadened its activity scope to include trading intermediary services, financial leasing and services, in addition to acquisition of housing units for the purposes of selling them directly or through lease financing. During 2008, JTFC registered revenues of US$6.6 million and net profit of US$1.7 million compared to December 2007 revenues and net profits of US$5.0 million and US$2.6 million, respectively. The growth in revenues was attributable to a 38 per cent. growth in JTFC’s financing portfolio compared to a year earlier. Despite growing competition in the market, JTFC has managed to maintain its position as one of the largest financing companies in Jordan. JTFC is expected to witness growth in its business this year attributed to the launch of new products, namely a credit card business line.

JTFC has declared a dividend of JD0.065 per share for the financial year ended December 2008.

For the first quarter ended 31 March 2009, JTFC announced a net profit of US$0.89 million with total financing in the first quarter totalling US$1.13 million as compared to US$4.7 million in the corresponding period last year.

23

Al Manar Financing and Leasing Co

Country Kuwait

Industry Credit and Finance ‐ Islamic


Fair Value US $ 20,525,359

Valuation Basis Secondary Market Price

% Ownership 13.7%

Key Financials (US $ m) Dec 2007 Dec 2008 Mar 2009 Revenue 34.3 42.1 10.5 Operating Profit 6.4 4.4 (5.2) Net Profit 13.2 11.5 (6.2) Book Value 135.7 135.8 122.9 Total Assets 408.3 428.4 388.7


Al Manar Financing and Leasing Co (“Al Manar”) is an Islamic financial institution established in November 2003. Al Manar provides Islamic Shari'ah compliant financial products and services in relation to consumer, real estate and fleet financing. Al Manar has 6 operating branches in Kuwait and is expecting to open an additional branch this year. In addition, Al Manar owns a 10 per cent. stake in a finance house in Qatar with a 5 year management agreement. Al Manar currently has over 12,000 customers with a financing portfolio of US$354 million as of December 2008, thereby increasing its market share to 9.7 per cent. from 8 per cent. in 2006. For the year ended December 2008, Al Manar’s revenue grew 23 per cent., compared to the same period last year. Net profits for 2008 were lower than 2007, due to higher investment income in 2007, but are in line with 2006 profits. Al Manar grew its financing portfolio by 11 per cent. in 2008, financing 3,632 transactions. However, Al Manar has taken a conservative stance and deliberately restrained the high ticket lending in view of the deteriorating credit situation in Kuwait. In addition to cost cutting, Al Manar’s management is focusing on sustaining and possibly increasing collections to meet its financing requirements. Going forward, Al Manar’s looking to expand its services in Kuwait and replicate its international model to other branches in the region.

24

Al Soor Financing and Leasing Co

Country Kuwait

Industry Credit and Finance ‐ Islamic



Valuation Basis Price to Book Value

% Ownership 12.4%

Key Financials (US $ m) Mar 2007 Mar 2008 Mar 2009 Revenue 30.4 45.1 48.1 Operating Profit 24.6 30.2 31.3 Net Profit 24.4 24.4 11.0 Book Value 204.1 231.6 208.6 Total Assets 327.9 425.6 436.2

Source: Company’s Financial Statements, Quarterly numbers are unaudited Note: March year end. March 2007 results are for the period between July 2005 to March 2007. Exchange rate as of respective year end

Al‐Soor Financing and Leasing Co (“Al Soor”) is a Kuwaiti shareholding company, incorporated in July 2005 and currently operates in Kuwait. The company was incorporated with a capital of US$110 million. However, post the acquisition of Al‐Mulla’s financing arm the capital was increased to US$183 million. Al‐Soor operates in the financing industry, offering a range of services in consumer finance, trade finance and supplementary home improvement finance. For the twelve months ended March 2009, Al Soor's total assets grew at by 13 per cent. (in local currency). Interest income grew 17 per cent. (in local currency) as compared to the same period last year. The growth in interest income was primarily driven from Al Soor’s retail portfolio, which increased by 33 per cent. YOY. Although Al Soor originally planned to aggressively grow its corporate loan portfolio in 2008, the economic slowdown has led the company to reassess its strategy and focus on selective lending. Net profit fell to US$11 million which was 55 per cent. lower than last year, primarily due to exceptionally higher provisions this year. A sharp jump in provisioning was seen in the last quarter ended March 2009. The total provision was increased from US$6.2million to US$20 million, given Al Soor’s conservative approach. The year going ahead seems to be a tough one for the company considering the economic situation in Kuwait. Al Soor has deliberately conservatively constrained its financing to corporate clients to avoid exposure to bad loans. However, Al Soor continues to register growth on their retail portfolio, which also protects it from concentration risk.

25

Asian Finance Bank

Country Malaysia

Industry Commercial Banking ‐ Islamic




% Ownership 10%

Key Financials (US $ m) Dec 2007 Dec 2008 Mar 2009 Revenue 8.3 15.9 3.7 Operating Profit (1.6) (5.9) (0.7) Net Profit (1.1) (4.5) (0.6) Book Value 103.9 93.45 88.3 Total Assets 375.9 526.2 423.5

Source: Company’s Financial Statements Note: December year end, 2006 results are for the 13 months ending December 2006 Exchange rate as of respective period end

Asian Finance Bank (“AFB”) commenced operations in 2007 in Kuala Lumpur, Malaysia. AFB is one of the three foreign Islamic banks that have been granted a license by the Central Bank of Malaysia to undertake Islamic banking business. AFB offers Shari'ah compliant products covering consumer, commercial (including SME and trade finance), corporate, treasury and investment banking. For its first full year of operation, AFB posted a loss of US$4.5 million. Despite an increase in funded income, the major shortfall in profits was due to lower than expected fee income. For the year 2009, AFB is expecting to record a profit of US$7million. AFB is planning to double the size of its loan portfolio from RM250 million (US$72 million) currently to about RM 500 million (US$144 million). AFB has identified around five Malaysian companies looking to expand to the Middle East, and will assist them in identifying local partners. Among these projects are financing of TNB Engineering Corporation for building a district cooling plant and an energy transfer station in Abu Dhabi, as well as providing financing to waste management facility in Al Reem Island in Abu Dhabi. AFB plans to expand locally and regionally to selective places like Brunei, Singapore and Korea within the next five years. AFB announced a loss of US$0.6 million for the first quarter ended 31 March 2009 compared to a loss of US$1.4 million in the first quarter of 2008. The loss was lower than the previous year mainly due to higher fee based and funded income, as well as lower overhead expenses.

26

BMI Bank

Country Bahrain

Industry Commercial Banking




% Ownership 10%

Key Financials (US $ m) Dec 2007 Dec 2008 Mar 2009 Revenue 80.6 101.9 22.7 Operating Profit 13.7 (5.7) 1.6 Net Profit 13.0 (7.9) 1.4 Book Value 103 341 343 Total Assets 1,358 2,161 2,031


BMI Bank ("BMI")(previously Bank Muscat International) was established in 2005 in the Kingdom of Bahrain. BMI operates under licenses issued by the Bahrain Monetary Agency and is engaged in commercial banking activities through its eight branches in Bahrain and a branch in the Qatar Financial Centre in the State of Qatar. BMI currently offers a wide range of unique financial solutions through Retail Banking including SME Banking, Corporate Banking, Private Banking, Global Trade Services, International Business Development, Financial Institutions and Correspondent Banking, Islamic Financial Services and Treasury services. After reporting strong results during the first half of 2008, the second half of the year 2008 saw a major turnaround in the reported numbers for BMI. As a consequence of the global financial crisis, the bank prudently raised provisions for impaired assets of US$20.7 million, resulting in a reported loss of US$7.9 million for the year 2008, against a profit of US$13 million in 2007. The impaired provisions primarily included a provision of for the bank's exposure towards a loan to Landsbanki in Iceland. However, the bank’s revenues grew by 26 per cent. to US$101.9 million, primarily from a growth in interest income. Total assets grew by 60 per cent. to US$2,161 million as compared to US$1,358 million in 2007, while deposits grew by 42 per cent. to US$1,534 million as compared to US$1,076 million as reported in 2007. During 2008, BMI launched its offshore banking operations in Seychelles, and opened a branch in Qatar given the market’s attractive prospects. BMI Offshore Bank aims to engage in Offshore Banking and Private Banking services as well as provide access to trust and investment services for both corporate and private customers residing abroad. The bank’s main focus in 2009 is to increase its profitability, having overcome its liquidity issues in 2008, and intends to continue its regional expansion in the MENA region. BMI announced a net profit of US$1.4 million for the first quarter ended 31 March 2009. Total Loans and Advances stood at US$1.2 billion at this date as compared to US$1.3 billion at the end of 31 December 2008.

27

Gulf Takaful Insurance Company

Country Kuwait

Industry Insurance ‐ Islamic



Valuation Basis Secondary Market Price

% Ownership 18.2%

Key Financials (US $ m) Dec 2007 Dec 2008 Mar 2009 Net Profit 5.6 (8.3) (2.4) Book Value 67.7 57.8 53.6

Source: Company’s Financial Statements Note: December year end, Shareholder’s account only. Exchange rate as of respective year end

Gulf Takaful Insurance Company (GTIC) was established in 2004 in Kuwait. The company provides a wide range of Shari'ah compliant insurance services, including life, motor, property and general accident insurance, re‐insurance products and insurance appraisals. GTIC has the largest medical provider’s network in Kuwait, which includes over 74 hospitals, clinics, pharmacies and labs. For the year ending December 2008, GTIC made a loss of US$8.3 million on investment income. The loss was primarily due to a impairment of US$7 million on murabahas with a local financial company as well as revaluation losses on the company’s investment portfolio. GTIC has recently launched TAJ, its new state of the art medical insurance plans targeting both commercial clients as well as individuals. TAJ is superior to the existing products being offered by local insurers in Kuwait as it offers a great deal of benefits and services not available through other local PMI policies and plans. GTIC recorded a loss of US$2.4 million for the first quarter ended 31 March 2009, primarily resulting from losses due to revaluation of investments totalling US$2.6 million.

28

Industrial Bank of Kuwait

Country Kuwait

Industry Corporate Banking




% Ownership 2.5%

Key Financials (US $ m) Dec 2006 Dec 2007 Dec 2008 Revenue 88.1 113.0 111.7 Operating Profit 43.3 67.6 38.5 Net Profit 66.7 86.6 34.2 Book Value 662.5 785.3 716.0 Total Assets 1,720.0 2,095.5 2,073.6

Source: Company’s Financial Statements Note: December year end Exchange rate as of respective year end

The Industrial Bank of Kuwait (IBK) was established in 1973 at the initiative of the Government of Kuwait for the purpose of supporting industrial projects in Kuwait. The company provides medium and long term financing for the establishment, expansion and modernisation of the industrial sector in Kuwait. The bank’s rating was upgraded by Fitch Ratings Long‐term Issuer Default rating 'A+' with a Stable Outlook, reflecting the extremely high probability of support from the government of Kuwait, in case of need. The Government of Kuwait owns 49 per cent. of the bank giving a boost to the lending profile of the Bank as well as its stability.

In 2008, industrial and commercial loans by IBK increased 27 per cent. and 12 per cent., respectively, over the previous year. Given the current market difficulties, the bank increased its provisions for the year by 47 per cent. Overall, the bank achieved a net profit of US$34.2 million in 2008. Although the bank’s operating performance was in line with the previous year, the bank’s profits were lower in 2008 due to higher provisioning required due to current market conditions.

Since its inception, IBK has provided industrial loan commitments to 846 projects. In 2008, IBK extended loans for 36 projects with a total value of US$200 million across various industries, compared to loans for 30 projects totalling US$183 million in 2007. Oil extraction and related services accounted for the highest proportion, at 21.67 per cent. of the new loan commitments made by IBK during the year.

IBK has declared a dividend of 20 per cent. or KD2 per share for the financial year ended December 2008.

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MR. RICHARD BERNAYS is the chairman of the Throgmorton Trust and Gartmore Global Trust and a director of several other listed companies, including WNS Group and Charter European Trust. He is a member of the supervisory board of National Provident Life. After 21 years with Mercury Asset Management, in 1991 Mr. Bernays joined Hill Samuel Asset Management as chief executive. In 1998 he became the chief executive of Old Mutual International and remained at that position until 2001.

MS. MAHA K. AL‐GHUNAIM is the chairperson and managing director of Global Investment House and a founding member of the company with more than 25 years experience in asset management and investment banking, Global has emerged as one of the leading regional investment banking firms in the region with over 7 billion US dollars under management and a presence covering many countries in the GCC and the MENA region including the Kingdom of Saudi and Egypt. Ms. Al‐Ghunaim is currently board member of the National Industries Group and National Ranges Company (Mayadeen). She is also a member of a number of financial bodies including the NASDAQ Dubai. She sits on the board of the Financial and Investment Committee at the Kuwait Chamber of Commerce & Industry and on the boards of many other companies in the region.

MR. OMAR M. EL‐QUQA, CFA was executive vice president at Global Investment House ‐ head of Global’s product and business groups. He has over 25 years of experience in banking, finance and investment in the Middle East and GCC region. He is one of the founders of Global Investment House along with other members of its current management. Omar also holds several important positions and board membership of several companies in MENA region and Asia. MR. JOHN A. HAWKINS is a fellow of the Institute of Chartered Accountants in England and Wales. He was formerly executive vice president and a member of the corporate office of The Bank of Bermuda Limited. He had been with The Bank of Bermuda for 25 years, of which approximately 15 years were based in Hong Kong. In 1994 he was appointed executive vice president with responsibility for the Asia Pacific region. In 1998 he was appointed executive vice president with responsibility for the global private client and investment business. The Bank of Bermuda was acquired by the HSBC Group in February 2004. He is also a director of a range of funds, which include hedge funds, funds of hedge funds and other listed investment companies. Mr. Hawkins is a resident of Guernsey.

MR. TERENCE D. ALLEN is managing director of Allied Investment Partners PJSC and a founding member of this UAE based, investment banking company. Mr. Allen has over 40 years experience in banking, finance, investment and wealth management. He is also managing director and CEO of Union National Financial Consultancy LLC. He is also a board member and head of the audit committee for Al Salam Bank Bahrain. He has held a number of senior banking positions over his long career, including general manager of National Bank of Abu Dhabi, and managing director of Manufacturers Hanover Trust (now J.P. Morgan). Mr. Allen is a registered arbitrator for the GCC (Bahrain). He is an advisor to the Government of Abu Dhabi and members of the ruling family. He is also chairman or board member of many companies in the region. He is a resident of the UAE.

MR. KISHORE DASH has 24 years extensive experience in Investment banking, asset management, and real estate. He is an expert in both conventional and Islamic investments has excellent understanding of GCC financial markets, proven skills in new business set up and business restructuring. He was executive director of asset management at Gulf Finance House, which he left in March 2009 to form his own investment firm in Bahrain. He formerly held senior positions at a number of major Middle Eastern financial institutions including general manager of Investment Group at Al Rajhi Bank and division head at Kuwait and Middle East Financial Investment Company. He is an Advanced Management (AMP) fellow from Harvard Business School and a Certified Public Accountant (CPA) from the California Board of Accountancy. He also holds CMA and CFM certifications from the United States as well as an MBA in finance degree from India.

Board of Directors

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The Directors are pleased to present their Annual Report and the Financial Statements of Global MENA Financial Assets Limited (the "Company") for the period from the Company's incorporation on 2 June 2008 to 31 March 2009. Principal Activity The Company is a closed‐ended investment company and was incorporated in Guernsey on 2 June 2008. The Company invests in the Middle East and North African ("MENA") regions either directly or by using its wholly‐owned investment vehicles based in Bahrain: Financial Assets MENA W.L.L. and Financial Assets Bahrain W.L.L. (the "Subsidiaries"). Collectively, the Company and its Subsidiaries are known as the "Group".

On 18 July 2008 (date of "Admission"), the Company completed an Initial Public Offering ("IPO") of ordinary shares, which were admitted to listing on the Official List of the UK Financial Services Authority and to trading on the main market of the London Stock Exchange plc under the ticker symbol "GMFA". The ordinary shares of the Company are owned 29.99 per cent. by Global Investment House K.S.C.C. ("Global"), with the balance of 70.01 per cent. being held by other shareholders, including a number of investors who invested at the time of the IPO.

The Company is an Authorised Closed‐ended Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) (and, as such, is subject to ongoing supervision by the Guernsey Financial Services Commission).

Investment Policy The Company's investment objective is to generate attractive absolute gains from investment in a diversified portfolio of financial sector assets focused on the Target MENA Region (including Turkey). The revenues of all MENA region financial sector assets eligible for investment by the Company will be predominantly derived from such region. The Company's investment strategy is to utilise Global Capital Management Ltd.'s (the "Investment Manager") proven private equity approach to acquire and manage controlling and significant minority stakes in unlisted companies and stakes of any size, which will include controlling and non‐controlling stakes in listed companies in the financial services sector. Total investment by the Company in the non‐controlling stakes in listed companies is limited to the higher of US$100 million or 20 per cent. of the net asset value of the Company (in each case at the time of the investment). The Investment Manager seeks to play an important role in shareholder value creation through active engagement with portfolio companies. The Company's investment policy was amended by special resolution, to allow it to invest in non‐controlling stakes in listed companies in the Target MENA Region, passed at an extraordinary general meeting of the Company held on 9 January 2009.

Investment Strategy and Process The Investment Manager adopts an investment approach based on macro‐economic and sector analyses to identify stable, high return investment opportunities. This approach emphasises quantitative, forecast‐driven sector and geographical diversification. The Company invests only in companies it believes have high growth potential. The Group will not restrict its investments to any specific sub‐sector within the financial services sector. The Investment Manager targets investment in portfolio companies that typically have the following characteristics:

Directors’ Report

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• stable business with a proven business model; • sector leaders or companies that have the potential to be sector leaders; • sufficient scope for operational enhancements and/or financial restructuring; • financial services sector focus; and • strong management with proven leadership capabilities and vision. Management of Cash and Islamic Instruments During the period from incorporation of the Company on 2 June 2008 to 31 March 2008 (the "Period"), the Investment Manager entered into murabaha1 arrangements with a number of MENA based financial institutions and real estate businesses, as well as with the Investment Manager's ultimate parent company, Global. Murabahas are Islamic money market instruments widely used in the Middle East region. When the Independent Directors became aware of these arrangements in December 2008, the Investment Manager was instructed to terminate all the murabaha arrangements and to recover the monies so invested from all the respective murabaha counterparties, including the Investment Manager's parent company, Global. The Investment Manager was also instructed not to enter into any further murabaha arrangements or to agree revised terms without the Independent Directors' approval. There is an issue as to whether or not investment in murabahas were permitted investments but the Board has clarified the position by restricting the holding of cash to deposits with banks of high credit standing and with strict exposure limits. Statement of Directors' Responsibility The Directors are responsible for preparing the financial statements of the Company for each financial year which give a true and fair view in accordance with applicable Guernsey law and generally accepted accounting principles in the United States of America ("US GAAP"). In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether applicable accounting standards have been followed, subject to any material departures

disclosed and explained in the financial statements; • prepare the financial statements on a going concern basis unless it is inappropriate to presume that the

Company will continue in business; and • ensure they comply (and state they comply) with any relevant enactment for the time being in force. The Directors are responsible for keeping proper accounting records which are sufficient to show and explain its transactions and are such as to disclose with reasonable accuracy, at any time, the financial position of the Company at that time and enable the Directors to ensure that any accounts prepared by the Company are properly prepared and in accordance with any relevant enactment for the time being in force (see section entitled "Corporate Governance" for further details in this respect). They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

1 a structure used in the Islamic finance industry to allow a financier effectively to lend money to a customer and make a return on such financing which is in compliance with Shari’ah; a murabaha transaction involves the financier buying certain assets and then selling these assets to the customer at a mark-up on deferred payment terms. The customer can either keep the assets or sell them immediately at spot. The customer will have to pay the financier the sale price (which will include the mark-up) on the agreed deferred payment date. In many instances, the customer will not look to keep the assets and the assets are simply used as a means of achieving a financing.

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The Directors are responsible for ensuring that the Directors' Report and other information included in the Annual Report is prepared in accordance with the Companies (Guernsey) Law, 2008 (as amended) together with any relevant enactment for the time being in force. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the UK Financial Services Authority (the "Listing Rules"). The Directors confirm that they have complied with these requirements in preparing the financial statements.

The Directors confirm to the best of their knowledge that:

i) the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and net loss of the Company;

ii) the financial statements are in accordance with US GAAP;

iii) the financial statements comply with any relevant enactment for the time being in force;

iv) the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces; and

v) so far as each Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all reasonable steps he/she ought to have taken as Director to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Tax Status The Company is exempt from Guernsey Income Tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinances, 1989 and is charged an annual exemption fee of £600. Results The total loss for the period for the Company amounted to US$(58,535,923). The Directors do not recommend the payment of a dividend in respect of the period ended 31 March 2009. Capital Values At 31 March 2009, the value of Shareholders’ Equity was US$439,087,407, the net asset value per share was US$1.74 or £1.21 converted at the USD/GBP exchange rate of 1.43585 at the Balance Sheet date. Share Purchase Authority By special resolution dated 25 June 2008, the Company has authority to make market purchases of up to 14.99 per cent. of the Company's own issued share capital. This authority expires at the earlier of 14 December 2009 or at the Company's first annual general meeting. The Company has not made any share repurchases to date. Directors The Directors listed on page 3 of this document served throughout the year, with the exception of Sayanta Basu who resigned on 29 January 2009, and Terence Allen and Kishore Dash who were appointed on 21 April 2009 and 8 July 2009, respectively. The Board comprises six non‐executive Directors, four of whom are independent, being Richard Bernays, John Hawkins, Terence Allen and Kishore Dash.

Biographies of the Directors appear on page 29 of this document, demonstrating the wide range of skills and experience they bring to the Board.

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The Directors' beneficial interest in the shares of the Company during the Period or at the end of the period were:

Number of Ordinary Shares

Maha Al‐Ghunaim Nil

Omar El‐Quqa Nil

Richard Bernays 25,000

John Hawkins Nil

Terence Allen Nil

Kishore Dash Nil

Global owns 29.99 per cent. or 75,586,796 shares in the Company. Maha Al‐Ghunaim is Chairperson and Managing Director of Global and Omar El‐Quqa is Adviser to the Chairperson and Managing Director of Global. Both Maha Al‐Ghunaim and Omar El‐Quqa are shareholders of Global.

None of the Directors has, or has had, an interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company or which has been effected by the Company since its incorporation, except for:

• the interest of Maha Al‐Ghunaim and Omar El‐Quqa by way of their directorship of, and employment by, Global, the parent company of the Investment Manager;

• the interest of Maha Al‐Ghunaim and Omar El‐Quqa by way of their shareholdings in Global;

• the murabaha contracts arranged by Global (see Notes 7 and 11 for further details);

• the murabaha contracts entered into with Global (see Notes 7 and 11 for further details);

• the put option agreement with Global, given by Global as described in the prospectus relating to the unlisted investment holdings (see Note 4); and

• agreed and disclosed potential related party transactions (see Note 11).

Under the Company’s articles of association, all Directors are required to retire by rotation and to submit themselves for re‐appointment at least every three years provided that if such number in any year is less than one‐third of the total number of directors in office at the date of the notice of the meeting such further directors shall retire by rotation to bring that number to one‐third (or if their number is not a multiple of three, the number nearest to but not greater than one‐third). Directors who have served for nine years or more will be subject to annual re‐appointment. Pursuant to the Combined Code, each Director is subject to election by shareholders at the first Annual General Meeting after their appointment. Therefore, all directors are required to retire from office at the Annual General Meeting of the Company and shall be offering themselves for re‐appointment at such meeting.

Following formal performance evaluations undertaken on each Director by his fellow Directors, in respect of the Directors (other than himself) Richard Bernays (the Chairman) confirms that their performance continues to be effective and demonstrates commitment to the role, including commitment of time for Board and committee meetings and other duties; and in respect of the Chairman, each Director (other than the Chairman) confirms the same. Biographies of the Directors appear on page 29 of this document, demonstrating the wide range of skills and experience they bring to the Board.

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Directors’ and Officers Liability Insurance The Company maintains insurance in respect of Directors' and officers' liability in relation to their acts on behalf of the Company. The Company's articles of association entitle the Directors, managers, agents, secretary and other officers or servants to be indemnified out of the assets of the Company against any liability incurred by them as a Director or other officer of the Company.

Directors’ Appointment Letters No Director has a service contract with the Company or its Subsidiaries, nor are any such service contracts proposed. However, each Director serves under a letter of appointment dated on or around 15 July 2008 (apart from Terence Allen and Kishore Dash, whose letters are dated 21 April 2009 and 8 July 2009, respectively). Each appointment is subject to the articles of association and is terminable by three months written notice from either the Board or the respective director. Directors’ Remuneration Each Director of the Company is entitled to a fee of US$50,000 per annum (US$75,000 per annum for the Chairman) with an additional US$10,000 payable to the chairman of the audit committee and an additional US$5,000 to each member of the audit committee. Maha Al‐Ghunaim and Omar El‐Quqa have waived their entitlement to receive directors' fees. There are no committees formed by the Board to consider the Directors' remuneration. In April 2009, the Board approved remuneration for the additional services and responsibilities undertaken by the Murabaha Committee (as referred to below in the section entitled "Independent Directors' Committees"), comprising the Independent Directors. At such time, the members of the Murabaha Committee were Richard Bernays and John Hawkins, who received one‐off payments of US$75,000 and US$50,000, respectively, for their work from December 2008 to April 2009. Going forward, remuneration for members of the Murabaha Committee will be subject to Board approval.

Board’s Duties and Responsibilities The Board has overall responsibility for the Company's affairs and is responsible for the determination of the investment objectives of the Company, resolving conflicts and for monitoring the overall portfolio of investment of the Company. To assist the Board in the day‐to‐day operations of the Company, arrangements have been put in place to delegate authority for performing certain of the day‐to‐day operations of the Company to the Investment Manager, as well as the Administrator, Company Secretary and the Custodian. The Board meets at least quarterly to consider the affairs of the Group in a prescribed and structured manner. However, the Directors are in regular contact with the Investment Manager and the Company Secretary on a less formal basis throughout the year. The Board receives details of the Company's assets, liabilities and other relevant information in advance of Board meetings. Access to other relevant information is to be provided when necessary or requested. Individual Directors have direct access to the Investment Manager and the Company Secretary and may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties.

The duties of the Board include periodically reviewing the investment objectives, monitoring the performance of the Company and third party service providers, corporate governance matters, financial reporting and managing the Company's relationship with its shareholders.

The Board and the Investment Manager have agreed a schedule of matters reserved for the Board. This includes periodically reviewing the investment objectives, monitoring the performance of the Company and third party service providers, corporate governance matters, financial reporting and managing the Company's relationship with its shareholders.

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Audit Committee

During the Period, the Audit Committee comprised John Hawkins (Chairman), Richard Bernays and Sayanta Basu (until his resignation on 29 January 2009) Terence Allen and Kishore Dash became members of the Audit Committee on their appointment to the Board on 21 April 2009 and 8 July 2009, respectively. The function of the Audit Committee is to ensure that the Group maintains high standards of integrity, financial reporting and internal controls. The Audit Committee examines the effectiveness of the Group’s internal control systems, the annual and interim reports and the financial statements, the Auditors’ remuneration and engagement, as well as the Auditors’ independence and any non‐audit services provided by them. The Audit Committee receives information from the external Auditors to enable the Audit Committee to form a judgement as to the objectivity of their audit and their independence. The terms of reference of the Audit Committee are available on request from the Company Secretary.

Nomination Committee The Nomination Committee consists of John Hawkins (Chairman), Richard Bernays and Maha Al‐Ghunaim to review and advise any nominations to the Board of Directors of the Company. The committee meets on an ad hoc basis when such nominations arise, but not less than once a year. The Nomination Committee operates through detailed terms of reference and on carrying out its duties, always keeps in mind the main principle at A.4 of the Combined Code that there should be a formal, rigorous and transparent procedure for the appointment of new directors to the Board. As regards to appointments generally, before any appointment is made, the Nomination Committee shall evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, shall prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee is responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise. In identifying suitable candidates the Nomination Committee uses open advertising to facilitate the search and consider candidates from a wide range of backgrounds. The candidates are considered on merit and against objective criteria, taking care that appointees have enough time available to devote to the position. The Nomination Committee also considers the requirements for independence set out on chapter 15 of the Listing Rules. Independent Directors’ Committees The Board has established two independent committees during the Period.

The Murabaha Committee

The Murabaha Committee, comprising the Independent Directors, was formed for an indefinite period on 2 March 2009 with the power to take all decisions on behalf of the Company in relation to matters and business relating to, and arising out of, the entry into all of the murabaha transactions. Detailed terms of reference were subsequently agreed by the Board on 5 March 2009 following advice from the Company's external advisers.

In discharging these responsibilities and making decisions, the Murabaha Committee and its appointed external advisers, work closely with the Investment Manager, considering and taking due account of all advice received.

The Murabaha Committee is entitled, both under its terms of reference and the Company’s articles of association, to appoint such external advisers as it considers necessary in pursuing its objectives and safeguarding the interest of the Group and its shareholders. During the period the Company incurred fees of US$432,984 comprising legal and accounting fees in relation to the work undertaken by the Murabaha Committee. Any additional fees incurred by the Company since the reporting date will be recorded as an expense in the next financial year.

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The RPT Committee

An independent committee of the Company, comprising the Independent Directors, was also established at a Board meeting of the Company on 30 December 2008 (the "RPT Committee"). The RPT Committee was established for two purposes: firstly to deal with the possible acquisition of an asset from Global, which by virtue of Global being a significant shareholder in the Company, holding 29.99 per cent. of the shares, and certain of the Directors also being directors of Global, the possible acquisition would be a related party transaction pursuant to Chapter 11 of the Listing Rules; and secondly, to deal with the Company's intention to undertake a share buy back programme, pursuant to which it would be required to obtain a waiver from the Panel on Takeovers and Mergers in respect of the obligation that would otherwise arise for Global to make a mandatory offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers if its holding increases beyond 30 per cent. as a result of share repurchases. The chairmanship of the above committees, where applicable, and each Director’s performance on those Committees will be reviewed annually by the Chairman of the Board and the performance of the Chairman will be assessed by the other Directors.

Directors’ Attendance at Board Meetings Directors' attendance at board meetings during the year was as follows: Director Inaugural

& Placing Quarterly /Ad‐hoc Board Meetings

Audit Committee

Independent Directors’ Committee

Nominations Committee

Richard Bernays 1 7 3 2 1 John Hawkins 2 8 3 7 1 Maha‐Al Ghunaim 2 5 N/A N/A 1 Omar El‐Quqa 3 9 N/A N/A N/A Sayanta Basu (resigned 29 January 2009)

1 N/A

N/A N/A N/A

Terrence Allen (appointed 21 April 2009)

N/A N/A N/A N/A N/A

Kishore Dash (appointed 8 July 2009)

N/A N/A N/A N/A N/A

* Includes attendance at meetings from the Company's incorporation on 2 June 2008 to 31 March 2009. Put Option Agreement

At Admission, the Company acquired six unlisted companies from Global comprising part of the initial investment portfolio at a cost of US$152 million. Global granted the Company a put option on these unlisted assets at an aggregate strike price of their acquisition cost, such option to be exercised by serving notice on Global during the period beginning on the first anniversary of Admission and the close of business on the thirtieth day thereafter. The Directors have considered carefully whether or not to exercise the put option, balancing the attractiveness of the investment portfolio against the deteriorating economic outlook caused by the dramatic events in global capital markets, the current financial position of Global and the Company’s existing outstanding murabaha with Global.

As announced on 17 July 2009, following discussions with Global, the Directors agreed, subject to all necessary regulatory requirements, to terminate the put option agreement for a payment of US$21.259 million from Global. The Board believes there is significant value which can be derived in time from these six investments and indeed the value of two of the investments transferred has increased over the period from Admission to the first anniversary of Admission. Thus whilst the investment portfolio has, as a whole, continued to perform

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well, the valuation of four of the six investments concerned has been impacted by the fall in markets. The payment to the Company of US$21.259 million represents the difference between the value of these four investments as at 30 June 2009 and their acquisition cost.

The Directors propose to distribute this cash, which is expected to be received on or before 15 September 2009, by way of a special dividend to shareholders in due course.

Corporate Governance

The Directors are committed to ensuring that high standards of corporate governance are maintained and have made it Company policy to comply with best practice on corporate governance, insofar as the Directors believe it is relevant and appropriate to the Company, and notwithstanding the fact that the Company is not obliged to and has availed itself of the exemption not to comply with the Combined Code on Corporate Governance issued by the Financial Reporting Council (the "Combined Code") as it is a Guernsey registered Company. However, the Directors, in accordance with best practice, comply with the Combined Code provisions as far as possible. Except as mentioned below, the Company has complied throughout the year with the relevant provisions set out in section 1 of the Combined Code. Since all the Directors are non‐executive directors, in accordance with the preamble to the Combined Code, the provisions of the Combined Code on the role of the chief executive and, except in so far as they apply to non‐executive directors, on directors’ remuneration, are not relevant to the Company, and are not reported on further.

The Board meets at least four times a year and between these formal meetings there is regular contact with the Company Secretary and the Investment Manager. During the Period there were numerous ad hoc meetings of the Audit Committee, the Murabaha Committee and the Board.

Whilst the Board was not advised nor did it approve the murabaha transactions entered into by the Investment Manager, the Independent Directors were not consulted and did not approve these transactions. When the Independent Directors became aware of these transactions in December 2008, the Investment Manager was instructed to seek the immediate repayment of monies invested in murabaha arrangements, to terminate all the murabaha arrangements, and not to enter into any further murabaha arrangements or to agree revised terms without the Independent Directors' approval. Three murabaha transactions amounting to US$88 million were repaid early by Global on 15, 17 and 22 December 2008 respectively and monies were placed with the Company’s bankers, HSBC Bank plc.

The murabaha arrangements with Global were incorrectly described in the unaudited non‐statutory interim financial statements as at 30 September 2008 as deposits with the Bank of New York, due to a misunderstanding between the Company’s service providers. It should be noted that this had no effect on the Group's net asset value. Consequently, the Board engaged the Company's Auditors to review the Group's accounting entries so that the Board could be satisfied that the Group's accounting records accurately reflected the Group's assets.

In January 2009, the Board was advised by the Investment Manager that murabaha arrangements entered into with two Kuwaiti companies, other than Global, but in relation to which Global acted as the Company's Islamic financing agent, were in default as both Kuwaiti companies were unable to meet their payment obligations. Later, at the end of March 2009, Global defaulted under its own murabaha arrangements with the Company. Further details of all murabaha transactions entered into by the Group as well as the current status can be found in Notes 7 and 11.

The Murabaha Committee appointed the Company's solicitors, Ashurst LLP, to research, review and document the murabaha portfolio and to report their findings to the Independent Directors in relation to title and security, and to advise on the options available. The Independent Directors also appointed Ernst & Young LLP

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to prepare a report on cash movements and related entries in the Group’s accounting records, in order to review the movement and treatment of the Group's cash and to establish the Group’s actual cash position.

Internal Controls The Board is responsible for the Group’s system of internal controls and for reviewing its effectiveness. The Board largely relies on the appointed service providers, being HSBC as Administrator and Custodian and Global Capital Management, as Investment Manager, and backed up by independent review of the interim financial statements and statutory audit of the annual financial statement. The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the Group. The Independent Directors advised the Board to take immediate action in relation to the risks posed by entry into the murabaha arrangements (as detailed above). There was a communication weakness in the accounting records and in the authorisation process for those records between the relevant service providers. The Board will continue to review the effectiveness of the systems and communication of the respective parties. The Board is aware of and believes it has identified the risks affecting the Group. The Board will continue to work closely with the respective parties and where murabaha or related party issues are concerned, the Murabaha Committee (in the case of all matters relating to, and arising out of, the entry into the murabaha arrangements) and the Independent Directors (in relation to all related party issues) will continue to oversee the handling of such issues.

The internal control systems are designed to meet the Group's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage and rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.

The Group does not have an internal audit department. All of the Group's investment management and administration functions are delegated to independent third party service providers, and it is therefore felt that there is no need for the Group to have an internal audit facility.

Going Concern After making enquiries and given the nature of the Group and its investments, the Directors are satisfied that it is appropriate to continue to adopt the going concern basis in preparing the financial statements, and, after due consideration, the Directors consider that the Group is able to continue in the foreseeable future.

Investment Manager Global Capital Management was appointed as the Company's Investment Manager on 15 July 2008 for an initial fixed term of five years. The investment management agreement (the “IMA”) between the Company and the Investment Manager is terminable thereafter by either party giving to the other not less than 24 months' written notice and, amongst other things, immediately in the event of a material breach of the terms of the IMA, which remains unremedied 30 days after a request to remedy it. The Directors have reviewed the performance of the Investment Manager.

Having considered all the issues, the Directors consider that in the circumstances the continued appointment of the Investment Manager on the terms agreed continues to be in the best interest of the shareholders and the Company. In reaching this conclusion, the Directors have considered a number of factors, including the views of Global and a number of the Company's other shareholders (see the section below entitled "Relations with Shareholders"), as well as the options available to the Company. The determining factors were the Investment Manager's relationship with the unlisted investments, the regional investor base and the support for the Investment Manager expressed by a number of shareholders.

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Relations with Shareholders

All shareholders in the Company have the right to receive notice of, and attend, the Annual General Meeting during which the Board and the Investment Manager are available to discuss issues affecting the Company. The Directors are always available to enter into dialogue with shareholders and the Company believes such communication to be important.

In June 2009, the Chairman and Maha Al‐Ghunaim visited seven of the Company's shareholders, who together, held 22.15 per cent. of Company's issued share capital. Each of the seven shareholders held Maha Al‐Ghunaim and the Global group in high regard and believed that Global Capital Management was a high quality manager. Each shareholder expressed their concern about the share price trading at a substantial discount to net asset value and requested that the Company address this issue. The Board is currently looking into all options available to the Company for reducing the discount against NAV.

Significant Shareholdings The Directors are aware of the following significant shareholdings at 31 March 2009*:

Total Shares Percentage of Total Shares in Issue

Global Investment House K.S.C.C 75,586,796 29.99

Wafra International Investment Co 25,204,000 10.00

First Jordan Investment & Real Estate Co 20,163,200 8.00

Abdulaziz Bin Ajlan & Sons Company 15,122,400 6.00

Alzumorrodah Holding Company 15,122,400 6.00

Berlian Corporation 15,122,400 6.00

First Dubai Real Estate Development Co 15,122,400 6.00

*Only shareholders holding above five per cent. or more of the issued share capital of the Company are included in the above table.

Company Secretary The Company Secretary, HSBC Securities Services (Guernsey) Ltd., has been in office for the period from incorporation on 2 June 2008, to the date of signing these consolidated financial statements.

Independent Auditors A resolution to reappoint Ernst & Young LLP as auditors to the Company and for the Directors to fix their remuneration will be proposed at the Annual General Meeting. Annual General Meeting A notice of the Annual General Meeting to be held on 2nd September 2009 can be found on page 61 of this report.

By order of the Board

Maha K. Al‐Ghunaim John A. Hawkins Director Director

31 July 2009

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We have audited the Company's financial statements for the period from 2 June 2008 (date of incorporation) to 31 March 2009 which comprise the Consolidated Statement of Assets and Liabilities, Consolidated Statement of Operations, Consolidated Statement of Changes in Net Assets, Consolidated Statement of Cash Flow, Consolidated Financial Highlights, Consolidated Schedule of Investments and the related notes 1 to 11 (“the financial statements”). These financial statements have been prepared on the basis of the accounting policies set out therein.

This report is made solely to the Company’s members as a body in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent required by the law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors The Directors are responsible for the preparation of the financial statements in accordance with applicable Guernsey law as set out in the Statement of Directors’ Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies (Guernsey) Law, 2008. We also report to you if, in our opinion, the Company has not kept proper accounting records, if the Company’s financial statements are not in agreement with the accounting records or if we have not received all the information and explanations we require for our audit.

We read other information contained in the financial statements and consider whether it is consistent with the audited financial statements. This other information comprises Management and Administration, the Chairman's Statement, Directors' Report, Manager’s Report, Economic Review, Country Review, Breakdown of Assets Portfolio, Underlying Portfolio Companies, Board of Directors and Directors' Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Independent Auditor’s Report to the Members of Global MENA Financial Assets Limited

41

Opinion In our opinion, the financial statements give a true and fair view, in accordance with accounting principles generally accepted in the United States, of the state of affairs of the Company as at 31 March 2009 and of its loss for the period from 2 June 2008 to 31 March 2009, and have been properly prepared in accordance with the Companies (Guernsey) Law, 2008.

Ernst & Young LLP Guernsey 31 July 2009

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31 March 2009 Notes US$ Assets Investments at fair value (cost basis of US$240,126,169) 4 214,512,266 Cash and cash equivalents 5 122,242,492 Foreign currency cash 6 22,843,447 Murabaha and wakala receivables 7 81,311,154 Dividend receivable 1,321,045 Other receivables 8 66,448

Total Assets 442,296,852

Liabilities and Shareholders' Equity

Liabilities Directors' fees payable 175,164 Management fees payable 2,175,596 Other payables 9 858,685

Total Liabilities 3,209,445

Net Assets 439,087,407

Net Assets consist of : Ordinary shares (no par value, authorised to issue unlimited number of shares, 252,040,002 issued and outstanding) 10 497,623,330 Accumulated deficit (31,212,035)Net unrealised depreciation of investments (25,613,903)Net unrealised foreign currency depreciation (1,709,985)

Net Assets 439,087,407

Net Asset Value per Share (in US Dollar) 1.74

Net Asset Value per Share (in Sterling) 1.21

The consolidated financial statements on pages 42 to 60 of this report were approved by the Board of Directors on 31 July 2009. Maha K. Al‐Ghunaim John A. Hawkins Director Director The accompanying notes form an integral part of the financial statements.

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

As at 31 March 2009

43

2 June 2008 to 31 March 2009 Notes US$

Operating Income Dividend income 1,319,900 Interest income 7,235,345

Total Operating Income 8,555,245

Operating Expenses Administrator fees 750,177 Audit fees 194,100 Commission fees 300,383 Directors fees 247,424 Legal and professional fees 504,387 Management fees 6,878,143 Organisation costs 271,164 Miscellaneous expenses 257,155 Impairment of murabaha and wakala receivables 7 25,899,066

Total Operating Expenses 35,301,999

Net Operating Loss (26,746,754)

Realised and Unrealised Gain (Loss) from Investments and Foreign Currency Net realised gain (loss) from: ‐ Forward foreign currency contracts 778,087 ‐ Other foreign currency (5,243,368) (4,465,281) Net increase in unrealised (depreciation) appreciation on: Investments (46,872,903) Derivatives 4 21,259,000 Other foreign currency (1,709,985) (27,323,888) Total Net Realised and Unrealised Loss from Investments and Foreign Currency (31,789,169)

Decrease in Net Assets Resulting from Operations (58,535,923)

Net Operating Loss per Share (annualised): Basic & Diluted (0.15)

Decrease in net assets resulting from operations per Share (annualised): Basic & Diluted (0.33)

Weighted Average Number of Shares Outstanding: Basic & Diluted 10 252,040,002

The accompanying notes form an integral part of the financial statements.

CONSOLIDATED STATEMENT OF OPERATIONS

For the period from incorporation on 2 June 2008 to 31 March 2009

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2 June 2008 to 31 March 2009 Notes US$

Operations: Net operating loss (26,746,754)Net realised forward foreign currency gain 778,087Net realised other foreign currency loss (5,243,368)Net unrealised depreciation of investments (46,872,903)Net unrealised appreciation of derivatives 4 21,259,000Net unrealised depreciation of other foreign currency (1,709,985)

Net Decrease in Net Assets resulting from Operations (58,565,923)

Capital Share Transactions: Issuance of capital 500,000,000 Stock issuance costs (2,376,670)

Net increase in net assets resulting from capital share transactions 10 497,623,330

Total Increase in Net Assets 439,087,407

Net Assets at beginning of period ‐

Net Assets at end of period 439,087,407

Net Asset value per share (in US Dollar) 1.74

Net Asset value per share (in Sterling) 1.21

Shares issued and outstanding at end of period 10 252,040,002


CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS


45

2 June 2008 to 31 March 2009 US$

Operating Activities Net decrease in net assets resulting from operations (58,535,923) Adjustment to reconcile net decrease in net assets resulting from operations to net cash and cash equivalents used in operating activities:

Other foreign exchange movement 232,555 Net unrealised depreciation of investments 46,872,903 Net unrealised appreciation of derivatives (21,259,000) Increase in dividend receivables (1,321,045) Increase in other receivables (66,448) Increase in murabaha and wakala receivables (107,210,219) Impairment in murabaha and wakala receivables 25,899,065 Increase in directors' fees payable 175,164 Increase in management fees payable 2,175,596 Increase in other payables 858,685 Purchase of investments (240,126,169) Net cash and cash equivalents used in operating activities (352,304,836)

Financing Activities Net proceeds from shares issued 497,623,330 Net cash and cash equivalents provided by financing activities 497,623,330

Net increase in cash and cash equivalents 145,318,494

Cash and cash equivalents at beginning of period ‐

Foreign exchange movements (232,555)

Cash and cash equivalents at end of period 145,085,939


CONSOLIDATED STATEMENT OF CASH FLOWS


46

2 June 2008 to 31 March 2009

Per Share Data (1) Net asset value at beginning of period ‐ Net operating loss US$(0.11) Net realised foreign currency loss US$(0.02) Net depreciation on foreign currency US$(0.01) Net depreciation on investments US$(0.18) Net appreciation on derivatives US$0.08 Net decrease in net assets resulting from operations US$(0.24) Issuance of ordinary shares US$1.98 Net asset value at end of period US$1.74

Ratios/Supplemental Data Per share market value at end of period £0.38

Shares outstanding at end of period 252,040,002 Weighted average number of shares 252,040,002 Net assets at end of period US$439,087,407 Average net assets (2) US$506,276,898 Total Return (3) (11.76)% Ratio of operating expenses to average net assets (4) 9.83% Ratio of net operating loss to average net assets (4) (7.58)% (1) Basic weighted average per Share data (2) Average net assets calculated using the weekly valuations plus the 31 March 2009 Hard NAV (3) Total return (which is calculated as the net decrease in net assets resulting from operations divided by the value of shares issued) excluding stock issuance costs and commissions payable on purchases of shares (4) Ratios based on reporting periods of less than twelve months are annualised. One time organisation costs were not included in the annualised operating expenses. The accompanying notes form an integral part of the financial statements.

CONSOLIDATED FINANCIAL HIGHLIGHTS


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As at 31 March 2009, the fair value of the total portfolio was US$214,512,266. This was made up of 8 portfolio equities and 1 derivative consisting of:

GEOGRAPHIC DIVERSIFICATION

Nominal Fair Percentage Investment name Investment Country Shares Amount Cost Value of Net Asset

Type US$ US$ US$ Value

Listed Investments Bindar Trading & Investments Company Common shares Jordan 13,916,134 ‐ 47,108,519 45,175,876 10.29 Jordan Trade Facilities Company Common shares Jordan 14,399,387 ‐ 44,361,542 40,647,528 9.26 Total Listed Investments 91,470,061 85,823,404 19.55 Unlisted Investments Al Manar Leasing and Financing Company Common shares Kuwait 42,074,100 ‐ 26,981,697 20,525,359 4.67 Al Soor Financing and Leasing Company Common shares Kuwait 61,930,000 ‐ 30,837,597 11,385,518 2.60 Asian Finance Bank Common shares Malaysia 35,502,001 ‐ 13,139,520 5,968,195 1.36 BMI Bank Common shares Bahrain 5,847,482 ‐ 43,949,116 37,179,471 8.47 Gulf Takaful Insurance Company Common shares Kuwait 27,544,000 ‐ 14,546,569 12,520,430 2.85 Industrial Bank of Kuwait Common shares Kuwait 49,496 ‐ 19,201,610 19,850,889 4.52 Total unlisted Investments 148,656,109 107,429,862 24.47 Derivatives Global Put Option Agreement (see Note 4) Put Option Kuwait ‐ 152,952,424 ‐ 21,259,000 4.84 Total Derivatives ‐ 21,259,000 4.84 Total Investments 240,126,170 214,512,266 48.86

CONSOLIDATED SCHEDULE OF INVESTMENTS

As at 31 March 2009

48

INDUSTRY DIVERSIFICATION

Listed Investments Bindar Trading & Investments Company ("BTIC") (Fair value of US$45,175,876, 10.29 per cent. of net assets) Jordan BTIC was established in 2000 in the Kingdom of Jordan and is listed on the Amman Stock Exchange. BTIC's main activity is car and real estate financing based on Islamic Shari'ah principles. Jordan Trade Facilities Company ("JTFC") (Fair value of US$40,647,528, 9.26 per cent. of net assets) Jordan JTFC was established in 1983 as a public shareholding company in the Kingdom of Jordan and has been listed on the Amman Stock Exchange since 2001. JTFC provides vehicles, durable assets, real estate and other productive assets financing. Unlisted Investments Al Manar Financing & Leasing Company ("Al Manar") (Fair value of US$20,525,359, 4.67 per cent. of net assets) Kuwait Al Manar was incorporated in 2003 in Kuwait. Al Manar provides Islamic Shari'ah‐compliant financial products and services in relation to consumer, real estate and fleet financing. Al Soor Financing & Leasing Company ("Al‐Soor") (Fair value of US$11,385,518, 2.60 per cent. of net assets) Kuwait Al Soor was established in 2005 as a closed Kuwaiti shareholding company and is regulated by the Central Bank of Kuwait. Al‐Soor provides consumer, trade and real estate finance services. Asian Finance Bank ("AFB") (Fair value of US$5,968,195, 1.36 per cent. of net assets) Malaysia AFB was established in 2005 in Kuala Lumpur, Malaysia. AFB is one of the three foreign Islamic banks that has been granted a licence by the Central Bank of Malaysia to undertake Islamic banking business. AFB offers Islamic Shari'ah‐compliant products covering consumer, commercial (including small and medium enterprise (SME) and trade finance), corporate, treasury and investment banking. BMI Bank ("BMI") (Fair value of US$37,179,471, 8.47 per cent. of net assets) Bahrain BMI was established in 2005 in the Kingdom of Bahrain. BMI operates under licence issued by the Bahrain Monetary Agency (now called Central Bank of Bahrain) and is engaged in commercial banking activities through its four branches in Bahrain. BMI provides retail, corporate and Islamic banking services. Gulf Takaful Insurance Company ("GTIC") (Fair value of US$12,520,430, 2.85 per cent. of net assets) Kuwait GTIC was established in 2004 in Kuwait. GTIC provides Shari'ah‐compliant insurance services, including Islamic‐compliant life and non‐life insurance and reinsurance services. Industrial Bank of Kuwait ("IBK") (Fair value of US$19,850,889, 4.52 per cent. of net assets) Kuwait IBK was established in 1973 in Kuwait at the initiative of the Government of Kuwait for the purposes of supporting industrial projects in Kuwait. IBK provides medium and long‐term financing for the establishment, expansion and modernisation of the industrial sector in Kuwait.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

As at 31 March 2009

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1. Organisation

Global MENA Financial Assets Limited (the "Company") (together with its consolidated subsidiaries referred to as the "Group") is a closed‐ended investment company which was incorporated in Guernsey on 2 June 2008. The Company invests in the Middle East and North African ("MENA") regions either directly or by using its wholly‐owned investment vehicles based in Bahrain: Financial Assets MENA W.L.L. and Financial Assets Bahrain W.L.L. (the "Subsidiaries"). Collectively, the Company and its Subsidiaries are known as the "Group". The Company's investment objective is to generate attractive absolute gains from investment in a diversified portfolio of financial sector assets focused on the MENA region (including Turkey). The revenues of all MENA region financial sector assets eligible for investment by the Company will be predominantly derived from such region. The Company's investment strategy is to utilise Global Capital Management Ltd. (the "Investment Manager") proven private equity approach to acquire and manage controlling and significant minority stakes in unlisted companies and stakes of any size, which will include controlling and non‐controlling stakes in listed companies in the financial services sector. Total investment by the Company in the non‐controlling stakes in listed companies is limited to the higher of US$100 million or 20 per cent. of the net asset value of the Company (in each case at the time of the investment). The Investment Manager seeks to play an important role in shareholder value creation through active engagement with portfolio companies. On 18 July 2008 (date of "Admission"), the Company completed an Initial Public Offering ("IPO") of ordinary shares, which were admitted to listing on the Official List of the UK Financial Services Authority and to trading on the main market of the London Stock Exchange plc under the ticker symbol "GMFA". The ordinary shares of the Company are owned 29.99 per cent. by Global Investment House K.S.C.C. ("Global"), with the balance of 70.01 per cent. being held by other shareholders, including a number of investors who invested at the time of the IPO. Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinance, 1959 (as amended) has been issued. To receive such consent application was made under the Guernsey Financial Services Commission's framework relating to Registered Closed‐ended Investment Funds. Under this framework neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council have reviewed the placing memorandum, prospectus, explanatory memorandum but instead have relied on specific warranties provided by the Guernsey licensed administrator of the Group. Neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council takes any responsibility for the financial soundness of the Group or for the correctness of any of the statements made or opinions expressed with regard to it.

The Company's fiscal year end is 31 March.

2. Summary of Significant Accounting Policies a) Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally acceptable in the United States (“US GAAP”).

(b) Use of Estimates in Preparation of the Accounts The preparation of the accounts in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the accounts, and revenue and expenses during the period reported. Actual results could differ from those estimates.

NOTES TO THE CONSOLIDATED FINANCIAL STATETMENTS


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(c) Valuation of Investments The investments of the Company are carried at fair value as approved by the Audit Committee in accordance with SFAS No. 157. SFAS No. 157 provides a framework for measuring the fair value of assets and liabilities. SFAS No. 157 also provides guidance regarding a fair value hierarchy which prioritises information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.

SFAS No. 157 defines fair value in terms of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The price used to measure the fair value is not adjusted for transaction costs while the cost basis of investments may include initial transaction costs. Under SFAS No. 157, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset.

The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability under SFAS No. 157, it is assumed that the reporting entity has access to the market as of the measurement date. If no market for the asset exists or if the reporting entity does not have access to the principal market, the reporting entity should use a hypothetical market. The Company's investments are valued as follows:

● Unlisted investments: for securities of companies that are not publicly traded, the Investment

Manager prepares an analysis consisting of traditional valuation methodologies to estimate the equity value of the portfolio company issuing the securities. The methodologies consist of valuation estimates based on: valuation of comparable public companies, recent sales of comparable companies, discounting the forecasted cash flows of the portfolio company, the liquidation or collateral value of the portfolio company's assets, third party valuations of the portfolio, third party sale offers, potential strategic buyer analysis, price‐to‐book ratios of comparable companies, discount for the unmarketability of illiquid assets and the value of recent investments in the equity securities of the portfolio company.

Unlisted investments existing in the portfolio at balance sheet date have been valued using the price‐to‐book ratio of similar companies trading in recognised stock exchanges. These values have been adjusted by an unmarketability discount which reflects the discount that market participants would apply and has been approved by the Audit Committee. Where some unlisted equities are traded in the secondary market, the latest prices of the trades registered in those markets have been used. The Company weights some or all of the above valuation methods in order to conclude on the estimate of value. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a secondary market for the securities existed, which would give a better indication of fair value.

● Listed investments: investments in securities traded in the MENA stock markets are stated at the last reported bid price on the day of valuation, except for short positions and call options written, for which the last quoted asked price is used.

● Derivatives: the values of derivatives are based on the value agreed by the Independent Directors to

terminate the put option agreement for a payment of US$21.259 million from Global. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realised on these investments to be different than the valuations currently assigned. If the derivatives

51

have appreciated in value the fair value will be carried as an investment in the Consolidated Statement of Assets and Liabilities. If the derivatives have depreciated in value, the fair value will be recorded as a liability in the Consolidated Statement of Assets and Liabilities. The changes in the fair value are included in the unrealised appreciation (depreciation) in the Consolidated Statement of Operations.

(d) Investment Transactions and Related Investment Income Investment transactions are accounted for on a trade date basis. Realised gains and losses on investments are based on the specific identification method. Interest is recorded on the accrual basis to the extent that the amounts are collectible. Dividend income is recognised on the ex‐dividend date for common equity securities.

(e) Cash and Cash Equivalents Cash and cash equivalents are defined as cash, bank balances with banks and financial institutions, and short term investment funds with original maturity of three months or less. Cash equivalents consist of time deposits with a number of U.S. and non‐U.S. commercial banks and money market fund investments. Foreign cash represents amounts held by the Company in currencies other than US dollar. Cash equivalents are carried at cost which approximates fair value.

(f) Foreign Currency Translation Assets and liabilities denominated in foreign currencies are translated at the rates of exchange prevailing at the date of the financial statements. Transactions in foreign currencies are translated at the rates of exchange prevailing at the time of the transaction. Exchange gains or losses are included in the Consolidated Statement of Operations under net realised gain (loss) and unrealised appreciation (depreciation) on foreign currency.

(g) Consolidation Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies, investment management companies are precluded from consolidating any entity other than another investment company. An exception to this general principle occurs if the investment company has an investment in an operating company that provides services to the investment company. The consolidated accounts of the Company include the accounts of its wholly‐owned Subsidiaries, Financial Assets MENA W.L.L. and Financial Assets Bahrain W.L.L. as described in Note 1. Investments in other investment companies or funds are recorded as investments in the accompanying consolidated financial statements and are not consolidated. All inter‐company accounts have been eliminated on consolidation.

(h) Taxation

The Company is registered for taxation purposes in Guernsey where it pays an annual exempt status fee of £600 under The Income Tax (Exempt Bodies) (Guernsey) Ordinances 1989. The Company is not subject to withholding tax on investment income nor capital gains tax on realised and unrealised gains on investments held in Jordan, Bahrain, Kuwait and Malaysia.

(i) Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position No. FSP APB 14‐1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). The standard applies to convertible debt instruments that may be settled in cash upon conversion including partial cash settlement. It provides that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s non‐convertible debt borrowing rate when interest cost is recognised in subsequent periods. APB 14‐1 is effective for financial statements issued for fiscal years and interim periods beginning after 15 December 2008 with early adoption not permitted. The Company has no convertible debt, therefore the adoption of APB 14‐1 will have no impact on future consolidated financial statements.

In March 2008, the FASB issued Statements of Financial Accounting Standards ("SFAS") No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS No. 161”). The objective of

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SFAS No. 161 is to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. SFAS No. 161 improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. SFAS No. 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk–related. Finally, it requires cross‐referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after 15 November 2008, with early application encouraged. The Company has not opted for an early adoption of SFAS No. 161. Further enhanced disclosures will not have an impact on the Company's financial position, results of operations or cash flows. In April 2009, the FASB issued FSP No. FAS 157‐4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” The FSP provides guidance for estimating fair value when the volume and level of activity for an asset or liability have decreased significantly. Specifically, the FSP lists factors which should be evaluated to determine whether a transaction is orderly, clarifies that adjustments to transactions or quoted prices may be necessary when the volume and level of activity for an asset or liability have decreased significantly, and provides guidance for determining the concurrent weighting of the transaction price relative to fair value indications from other valuation techniques when estimating fair value. The FSP is effective for periods ending after 15 June 2009. As the Company’s current fair value methodology is consistent with FSP No. FAS 157‐4, adoption of the FSP will not affect the Company’s financial condition, results of operations or cash flows. The Company will adopt the FSP on 1 July 2009 to comply with the FSP’s disclosure requirements. In April 2009, the FASB issued FSP No. FAS 115‐2 and FAS 124‐2, “Recognition and Presentation of Other‐Than‐Temporary Impairments.” Under the FSP, only the portion of an other‐than‐temporary impairment on a debt security related to credit loss is recognised in current period earnings, with the remainder recognised in other comprehensive income, if the holder does not intend to sell the security and it is more likely than not that the holder will not be required to sell the security prior to recovery. Currently, the entire other‐than‐temporary impairment is recognised in current period earnings. The FSP is effective for periods ending after 15 June 2009. The Company will adopt the FSP on 1 July 2009. Adoption of the FSP will not have a material effect on the Company’s financial condition, results of operations or cash flows. In April 2009, the FASB issued FSP No. FAS 107‐1 and APB 28‐1, “Interim Disclosures about Fair Value of Financial Instruments.” The FSP requires that the fair value disclosures prescribed by FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments” be included in financial statements prepared for interim periods. The FSP is effective for periods ending after 15 June 2009. The firm will adopt the FSP on 1 July 2009. Since the FSP involves only additional disclosures regarding the fair value of financial instruments, adoption of the FSP will not affect the Company’s financial condition, results of operations or cash flows.

53

3. Significant agreements and related parties a) Manager

The Investment Manager is entitled to a management fee, payable quarterly in arrears, at an annual rate of two per cent. of the Net Asset Value of the Company. The Investment Manager is a related party of the Company and is a wholly owned subsidiary of Global. In addition, the Investment Manager is entitled to a performance fee in each performance period provided the performance hurdle is met. The first performance period begins on Admission and ends on 31 March 2009 and each subsequent performance period is a period of six months.

The total performance fee will be equal to 20 per cent. of the amount by which the adjusted Net Asset Value per Share at the close of business on the last day of the performance period exceeds the performance hurdle multiplied by the time weighted average of the total number of shares in issue since the commencement of the performance period. The performance hurdle is met if the adjusted Net Asset Value per Share at the end of the relevant performance period is an amount equal to 108^0..5 per cent. (pro rated in the case of the first performance period) of the adjusted Net Asset Value per Share at the start of the performance period (or, in the case of the first performance period, the Offer Price per Share). There were no performance fees paid for the period from 2 June 2008 to 31 March 2009. The IMA between the Company and the Investment Manager is for an initial fixed term of five years and terminable by either party giving to the other not less than 24 months' written notice and may be terminated by either party immediately in the event of a continuing material breach of the agreement, or certain insolvency event affecting the other party. The management fees expensed for the period amounted to US$6,878,143. The management fees outstanding at 31 March 2009 were US$2,175,596.

b) Administrator HSBC Securities Services (Guernsey) Limited (the "Administrator"), performs administrative duties for which it is remunerated at a rate based on the Net Asset Value of the Company at the end of each quarter, of 0.22 per cent. per annum of the Net Asset Value up to £125 million, 0.20 per cent. per annum of the next £125 million, 0.175 per cent. per annum of the next £250 million and 0.15 per cent. per annum thereafter. The Administrator fees expensed for the period amounted to US$750,177. The amount outstanding at 31 March 2009 is US$257,122 (see Note 9).

c) Custodian HSBC Custody Services (Guernsey) Limited (the "Custodian") is entitled to receive a fee which will be agreed in writing from time to time between the Company and the Custodian. The fees are based on transaction volumes and are comparable to market rates. In addition to this fee, the Custodian is to be reimbursed for reasonable out of pocket expenses incurred for the benefit of the Company. The Custodian fees expensed for the period amounted to US$46,420. The amount outstanding at 31 March 2009 is US$46,420.

d) Directors' Remuneration Each Director is a related party of the Company and is entitled to a fee of US$50,000 per annum (US$75,000 per annum for the Chairman) with an additional US$10,000 payable to the chairman of the audit committee and an additional US$5,000 to each member of the audit committee. Maha Al‐Ghunaim and Omar El‐Quqa have waived their entitlement to receive directors' fees. The Directors fees expensed for the period amounted to US$247,424. The amount outstanding at 31 March 2009 is US$175,164. In addition to the Directors fees, the Board approved remuneration for the additional services and responsibilities undertaken by the Independent Directors in respect of their position on the Murabaha

54

Committee. The amounts approved were US$75,000 for Richard Bernays and US$50,000 for John Hawkins and were one‐off payments. Remuneration for the Murabaha Committee will be subject to review dependent on the terms and level of work involved. The total fees relating to the Independent Directors Committee US$125,000 has been expensed for the period and is due and payable as at 31 March 2009.

e) Global Investment House Global is a related party, whereby the initial portfolio of the Company was transferred from Global to the Company for consideration of US$238.8 million, pursuant to a Sale and Purchase Agreement dated 15 July 2008, in exchange for the 29.99 per cent. in the Company and the remainder was settled in cash. The initial portfolio was transferred to the Company through an intra‐group loan facility extended by Global, which was repaid in December 2008. The initial portfolio was subsequently transferred to the Company's Subsidiary, Financial Assets Bahrain W.L.L through the intra‐group loan facility. Murabaha and wakala receivables (see Note 7) held by the Group were arranged by Global, and certain murabaha contracts are due from Global. The total maximum lending to Global under the Murabaha contracts peaked at US$140million and subsequently reduced to $47,765,800 at 31 March 2009 excluding wakala contracts. The counterparty to Global Put Option Agreement (see Note 4) to which the Company is a party is Global. Dividend income of US$4,296,315 was received by Global on behalf of the Company and was offset against the loan that was payable to Global. This is pursuant to the Sale and Purchase Agreement dated 15 July 2008, whereby all dividend income received was to be retained by Global in exchange for a reduction in the amount payable by the Company to Global for the Initial Portfolio.

4. Investments The levels of fair value inputs used to measure the Company's investments are characterised in accordance with the fair value hierarchy established by SFAS No. 157. Where inputs for an asset or liability fall in more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that investment’s fair value measurement. The Company uses judgement and considers factors specific to the investment in determining the significance of an input to a fair value measurement. The three levels of the fair value hierarchy and investments that fall into each of the levels are described below:

● Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company uses Level 1 inputs for investments in publicly traded unrestricted securities. Such investments are valued at the closing bid price on the measurement date.

● Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or

liability either directly or indirectly. Where some unlisted equities are traded in the secondary market, the latest prices of the trades registered in those markets have been used.

● Level 3: unobservable inputs that cannot be corroborated by observable market data. The Company

uses Level 3 inputs for measuring the fair value of all of its unlisted investments and derivatives. See Note 2(d) for the investment valuation policies used to determine the fair value of these investments.

The following fair value hierarchy table sets forth the investment portfolio of the Company by level as of 31 March 2009:

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Investment Portfolio at Fair Value as of 31 March 2009

Name of investment Level 1 Level 2 Level 3 Total US$ US$ US$ US$Listed equities Bindar Trading & Investments Company 45,175,876 45,175,876 Jordan Trade Facilities Company 40,647,528 40,647,528 Unlisted equities Al Manar Financing & Leasing Company 20,525,359 20,525,359 Al‐Soor Financing & Leasing Company 11,385,518 11,385,518 Asian Finance Bank 5,968,195 5,968,195 BMI Bank 37,179,471 37,179,471 Gulf Takaful Insurance Company 12,520,430 12,520,430 Industrial Bank of Kuwait 19,850,889 19,850,889 Derivatives Global Put Option Agreement 21,259,000 21,259,000 85,823,404 33,045,789 95,643,073 214,512,266

The following table sets forth a summary of changes in the fair value of unlisted equities measured using Level 3 inputs during the period ended 31 March 2009:

Balance Unrealised Balance at Appreciation 31 March

Name of investment 2 June 2008 (Depreciation)1 2009 US$ US$ US$Al‐Soor Financing & Leasing Company 30,837,597 (19,452,079) 11,385,518 Asian Finance Bank 13,139,520 (7,171,325) 5,968,195 BMI Bank 43,949,116 (6,769,645) 37,179,471 Industrial Bank of Kuwait 19,201,610 649,279 19,850,889 Global Put Option Agreement ‐ 21,259,000 21,259,000

107,127,843 (11,484,770) 95,643,073

1 Represents amounts included in total unrealised appreciation (depreciation) from investments in the Statement of Operations attributable to the change in unrealised appreciation (depreciation) related to assets classified as Level 3 that are still held at 31 March 2009.

Global Put Option Agreement When the Company acquired the initial investment portfolio (the “Portfolio”) from Global in July 2008, it entered into a put option agreement dated 15 July 2008 with Global (the “Counterparty”), pursuant to which the Counterparty granted the Company a put option over all of the unlisted investments comprised in the Portfolio. Put options contracts grant the buyer, the right, but not the obligation, to sell, within a limited period, a financial instrument, including a flow of related income, at a contracted price that can also be settled in cash, based on the differential between specific indexes. The terms of this put option with the Counterparty allowed the Company to transfer all of the unlisted investments contained in the Portfolio back to Counterparty at the price paid by the Company on the initial transfer of that Portfolio at admission to the official listing of the London Stock Exchange. The option is exercisable once only within 30 days following the first anniversary of the date of Admission (the “Exercise period”) and lapses one year and thirty days following Admission. The exercise price of the put option at 31 March 2009 is US$21.259 million greater than the fair value of the underlying unlisted investments before consideration of the credit default risk of the counterparty.

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In valuing the put option at 31 March 2009 in line with FAS 157 Fair Value Measurements, the standard requires the credit risk of the counterparty to be taken into account.

During the period to 31 March 2009 and subsequently, the Independent Directors concluded that exercising the put option would not be in the Company’s best interest. As a result, the Independent Directors began negotiations with the Counterparty, on the basis of the net diminution in the value of the unlisted investments, to settle the contract.

On 17 July 2009 the Company reached an agreement (the “Global Put Option Agreement”) and accepted an offer requiring the Counterparty to make a net single payment of US$21.259million for the release from the option to be settled before 15 September 2009. This agreement is subject to shareholder approval.

The Company has concluded that the credit risk of Counterparty between the balance sheet date and the date of the agreement remains relatively unchanged and therefore the Independent Directors have concluded that the offer described above of US$21.259 million is representative of the fair value of the option at the balance sheet date. This valuation reflects management's own assumptions about the discount that a market participant would apply to take account of the credit risk of the Counterparty. The Company has concluded that this amount of US$21.259 million is likely to be received in full on or before 15 September 2009. As a result, the Company has recorded US$21.259 million as the fair value of the option which represents a discount of US$24 million between the face value of the put option and its fair value. This amount offsets the impact of the US$41.3 million decline in the fair value of the unlisted investments on the financial result of the Company during the period. Derivatives The Company entered into derivatives during the period for trading purposes or to economically hedge its existing positions. The Company has not elected to implement hedge accounting as permitted by FAS 133 Accounting for Derivative Instruments and Hedging Activities. The Company used currency derivative financial instruments to manage currency risk. The Company has policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not hold or issue derivative financial instruments for speculative purposes. All derivative financial instruments are recorded at fair value with changes in value reflected in net appreciation or depreciation during the reporting period in the Consolidated Statement of Operations. Fair value of currency derivatives is based on the estimated net present value of the future cash flows using the exchange rate in effect at the balance sheet date. However, there were no open currency derivative contracts held by the Company at the balance sheet date.

5. Cash and cash equivalents

31 March 2009 US$ Money market instruments Citibank Kuwait Deposit 1.5% 04/06/2009 30,000,000 30,000,000 Other cash Other cash accounts 92,242,492

122,242,492

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6. Foreign currency cash 31 March 2009 US$ Citibank (KWD 5,804,345) 19,912,674 HSBC Jordan (JOD 2,001,282) 2,824,675 Standard Chartered (BHD 40,000) 106,098 22,843,447

7. Murabaha and Wakala receivables

In 2008, the Group entered into murabaha and wakala contracts with Global, two Kuwaiti companies and one Jordanian company and at 31 March 2009, the total remaining exposure was US$107,210,219. The largest amount receivable is from Global for US$47.8 million and is currently valued at US$39.3 million. A murabaha is an Islamic financing structure, where an intermediary buys an asset with free and clear title to it. The intermediary and prospective buyer then agrees upon a sale price (including an agreed profit for the intermediary) that can be made through a series of instalments, or as a lump sum payment. A wakala is a type of an agency contract in which the intermediary buys an asset through a broking agent and all communication and dealings with the buyer are done through a broking agent. This contract usually includes in its terms a fee for the expertise of the agent. The table below shows the value of these contracts, as well as the sums recorded in the balance sheet accounts at 31 March 2009:

31 March 2009

US$ Murabaha contracts with Global: (i) Global Investment House 47,765,800 Less impairment for credit losses (8,500,000) 39,265,800 Murabaha contracts with other companies: (ii) Jordanian murabaha (JOD 1,046,975) 1,477,735 Total murabaha contracts 40,743,535 Wakala contracts with other companies: (iii) Kuwaiti wakala (KWD 6,753,402) 23,168,553 (iv) Kuwaiti wakala (KWD 10,143,308) 34,798,131 Less impairment for credit losses (17,399,065) 17,399,066 Total wakala contracts 40,567,619

81,311,154

(i) Murabaha contracts with Global: As at the balance sheet date, a total of US$47.8 million was outstanding under certain Islamic contracts with Global and its subsidiaries. These contracts matured on 31 March 2009 at which time the aggregate principal amount of US$47.8 million and profit of US$1.2 million were due. Global repaid all of the profit due under the contracts to the Group on 31 March 2009. As at the date of signing these consolidated financial statements, the principal amount outstanding under the contracts was US$34.0 million (See Note 11 for further details). At the balance sheet date, the

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Company has recorded 25% impairment to the Global Investment House murabaha or US$8.5 million. This 25% is based on the principal amount outstanding of US$34.0 million on 9 June 2009 as the Company has received US$9.6million of the outstanding amount and US$4.1 million in asset acquisition subsequent to the balance sheet date. Further the Company is in negotiations with Global to acquire additional assets for the remaining balance. Further disclosure is provided in the subsequent event note in Note 11.

(ii) Murabaha contract with other companies:

As at the balance sheet date, a further US$1.5 million was outstanding under a murabaha contract held with a Jordanian company.

In respect of the Jordanian murabaha, the total principal amount was US$4.2 million (JOD 3 million). The Jordanian company pre‐paid US$1.4 million (JOD 1 million) on 20 January 2009, and paid US$1.4 million (JOD 1 million) on 16 March 2009 (for further details see Note 11).

Wakala contracts with other companies:

As at the balance sheet date, a further US$58 million was outstanding under wakala contracts held with two Kuwaiti companies.

(iii) In respect of the first Kuwaiti murabaha, the total principal amount of the contract was US$34.8 million (KD 10.2 million) (plus profit). This contract matured on 14 January 2009 at which time the Kuwaiti company was unable to meet its payment obligations. The Murabaha Committee, with the assistance of the Investment Manager and the Company's Islamic financing agent, Global, has recovered US$22.3 million (KD 6.5 million) from the company to the date of signing these consolidated financial statements but US$12.6 million (KD 3.7 million) (plus profit) remains outstanding at the date of signing these consolidated financial statements (for further details see Note 11). At 31 March 2009, the wakala receivable was US$23,168,553.

(iv) In respect of the second Kuwaiti murabaha, the total principal amount of the contract was US$34.8 million (KD 10.2 million) (plus profit). This contract matured on 12 January 2009 at which time the Kuwaiti company was unable to meet its payment obligations and has since defaulted twice on revised repayment terms. The Investment Manager has recovered US$760,898 (KD 220,467) from the company, up to the date of signing these consolidated financial statements, but US$34.8 million (KD 10.1 million) (plus profit) remains outstanding at 31 March 2009 (for further details see Note 11). At 31 March 2009, the Company has resolved to impair the second Kuwaiti wakala by 50 per cent. or US$17.4 million. Subsequent to year end, the party to this agreement has met some of the Company’s Directors to discuss repayment options following the Company serving notice of legal actions. The Company has not impaired this receivable in full because the Kuwaiti company has increased its net asset position subsequent to 31 March 2009, and continues to generate profitable results. This Company has appointed a financial advisor to help restructure its debt, although proposals are not yet complete and are subject to the regulatory approval. Impairment losses on the murabahas and wakala: Impairment losses have been provided for murabahas and wakala that represents the Director’s estimate of the inherent probable losses in the murabahas and wakala instruments at 31 March 2009. The level of provision has been determined based on estimates that consider management’s judgement and the Middle East financial services industry practice for these types of instruments. For murabahas, for which default risk has been determined to be high, a 25% impairment provision has been made to reflect the default risk of only one party to the contract in line with the instrument

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construct. A 50% provision has been assessed for the second wakala contract to reflect the default risk of two principal parties to the contract, the buyer and the broking agent. The recorded impairment losses are equivalent to the difference between the book value of the financing instrument and the value determined by applying the default risk discounts discussed above. The total impairment losses recorded for the wakala and murabahas is US$25.9 million and this amount is considered sufficient to cover probable losses from these instruments at 31 March 2009.

8. Other receivables

31 March 2009 US$ Interest receivable 40,506 Prepaid expenses 25,942

66,448

9. Other payables

31 March 2009 US$ Administration fees 257,122 Audit fees 110,000 Professional fees 438,301 Other accrued expenses 53,262

858,685

10. Shareholders' Equity

Number of shares Share Capital US$

Shares issued at beginning of period ‐ ‐ Issued during the period 252,040,002 500,000,000 Stock issuance costs ‐ (2,376,670) Shares issued and outstanding at close of period 252,040,002 497,623,330

Each shareholder is entitled to one vote for each share held and the right to receive dividends according to the amounts paid up on the shares held. The stock issuance costs have been netted against the proceeds from the Initial Public Offer of US$500,000,000.

11. Subsequent events

Murabaha contracts with Global: On 4 June 2009, Global and its subsidiaries repaid US$9.6 million by way of partial repayment of the total principal amount owing under murabahas reducing the Group's exposure to US$38.1 million. Towards the latter part of 2008, the Group started assessing the feasibility of acquiring two assets from Global. In June 2009, the Company, through one of its Subsidiaries, acquired a minority holding in Twenty Third Project Management Company W.L.L. and consequently an indirect interest of five per cent. in Dar Al Tamleek Co. (also known as Saudi Housing Finance Company), a mortgage finance

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company incorporated and based in the Kingdom of Saudi Arabia offering Shari'ah compliant mortgage financing products, from Global. The consideration for the acquisition, US$4.1 million (KWD1,200,210) was set off against a corresponding amount owing under the murabaha contracts reducing the Company's exposure to US$34.0 million. The Company remains in negotiations with Global regarding the possible acquisition of a further asset, which is intended to further reduce the amount owed by Global and its subsidiaries to the Group to nil. The Company will inform shareholders, on behalf of the Group, in respect of any material developments with respect to the possible acquisition of this asset, but there can be no certainty that an agreement can be reached to acquire this asset, in which case, the Group's exposure to Global and its subsidiaries will remain outstanding at US$34.0 million. At the balance sheet date, the Directors of the Company resolved to impair the Global murabaha by 25 per cent. or US$8.5 million, based on the principal amount outstanding US$34.0 million. Murabaha and wakala contracts with other companies: In respect of the first Kuwaiti wakala (see Note 7 above), the Investment Manager had, as at 3 April 2009, recovered US$12.0 million (KD 3.5 million) from the Kuwait company but US$23.2 million (KD 6.7 million) (plus profit) remained outstanding. The Murabaha Committee has, with the assistance of the Investment Manager and the Company’s Islamic financing agent, Global, agreed a rescheduling package with this Kuwaiti entity for the repayment of the outstanding amount owed.

On 24 May 2009, the first Kuwaiti entity made the second payment negotiated under the rescheduling package, being US$10.3 million (KD 3.0 million) (plus profit), reducing the Company’s exposure to US$12.7 million (KD 3.7 million) (plus profit). The third and fourth repayments of the outstanding amount owed to the Company and its subsidiaries are due to be paid (plus profit) in September and November 2009.

In respect of the second Kuwaiti wakala (see Note 7 above), the Investment Manager has to date recovered US$760,898 (KD 220,467) from the company, but US$34.2 million (KD 10.0 million) (plus profit) remains outstanding. The Murabaha Committee had, through the Investment Manager and its Islamic financing agent, Global, been in negotiations with the Kuwaiti company with a view to rescheduling and securing the debts owed and a series of payment milestones were agreed in principle, with Global (in its capacity as agent). The Kuwaiti company failed to honour the second of the payment milestones. Currently the Independent Committee is negotiating options with the second Kuwaiti company to settle the debt. However, in view of the limited progress made, the Directors of the Company resolved to impair the second Kuwaiti wakala by 50 per cent. or US$17.4 million. In respect of the Jordanian murabaha, the Jordanian company paid the remaining balance of US$1.5 million (JD 1 million) plus profit in full in April 2009.

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GLOBAL MENA FINANCIAL ASSETS LIMITED (a closed‐ended investment company incorporated and registered in Guernsey under the Companies (Guernsey) Law 2008 with registered no. 48983) (the "Company")

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of the Company will be held at Arnold House, St. Julian’s Avenue, St. Peter Port, Guernsey, GY1 3NF, Channel Islands on 2 September 2009 at 10.00 a.m. for the purpose of considering, and if thought fit, passing the following resolutions of which resolutions numbered 1 to 10 will be proposed as ordinary resolutions and resolution 11 as a special resolution. Ordinary Resolutions 1. To receive and adopt the Directors’ Report, the Investment Manager’s Report and the

Audited Financial Statements of the Company for the period from incorporation on 2 June 2008 to 31 March 2009.

2. To re‐appoint Ernst & Young LLP (the “Auditors”) of 14 New Street, St. Peter Port, Guernsey,

GY1 4AF, Channel Islands as auditors to the Company for the financial year ending 31 March 2010.

3. To authorise the Audit Committee of the Company to fix the remuneration of the Auditors

for the financial year ending 31 March 2010. 4. To re‐appoint Richard Bernays as a Director of the Company who is due to retire at this

Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a Director of the Company.

5. To re‐appoint John Hawkins as a Director of the Company who is due to retire at this Annual

General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a Director of the Company.

6. To re‐appoint Maha Al‐Ghunaim as a Director of the Company who is due to retire at this

Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers herself for re‐election as a Director of the Company.

7. To re‐appoint Omar El‐Quqa as a Director of the Company who is due to retire at this Annual


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8. To re‐appoint Terence Allen as a Director of the Company who is due to retire at this Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a Director of the Company.

9. To re‐appoint Kishore Dash as a Director of the Company who is due to retire at this Annual


10. Pursuant to the articles of association of the Company that the Board be authorised to fix the

fees of the Directors in respect of their role as directors of the Company (and not including any additional roles within the Company) for the financial year ending 31 March 2010 not exceeding an aggregate amount of US$350,000 per annum

Special Resolutions 11. That the Company be and is hereby authorised in accordance with its articles of association,

section 315 of the Companies (Guernsey) Law 2008 and the Listing Rules of the Financial Services Authority, to make market purchases of ordinary shares of no par value in the capital of the Company (the "Shares"), provided that:

(a) the maximum number of Shares authorised to be purchase is 14.99 per cent. of the Shares in issue at any time;

(b) the minimum price payable by the Company for each Share is 1 pence and the maximum price payable by the Company for each Share will not be more than the higher of:

(i) 105 per cent. of the average of the mid‐market values of the Shares in the Company for the five business days prior to the date of the market purchase; and

(ii) that stipulated by article 5(1) of the Buy‐back and Stabilisation Regulation (EC No 2213/2003); and

unless previously renewed, revoked or varied, such authority shall expire at the earlier of 14 December 2010 or the conclusion of the Company's annual general meeting in 2010. Dated 31 July 2009 By order of the Board HSBC Securities Services (Guernsey) Limited Company Secretary

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NOTES

1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2. A form of proxy is attached which, if required, should be completed in accordance with the

instructions. 3. A proxy does not need to be a member of the Company but must attend the meeting to

represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

If you do not intend to attend the meeting please complete and return the form of proxy as soon as possible.

4. You may appoint more than one proxy provided each proxy is appointed to exercise the

rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.

To appoint more than one proxy you may photocopy the Form of Proxy. Please indicate the

proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

5. The notes to the proxy form explain how to direct your proxy to vote on each resolution or to

abstain from voting. To appoint a proxy using the proxy form, the form must be:

• completed and signed;

• sent or delivered to the Company’s registrars at Capita Registrars, Proxy

Department, The Registry, 34 Beckenham Road, Beckenham Kent, BR3 4TU; and

• received by the Company no later than 28 August 2009 at 10.00 a.m.

Please note that in calculating this 48 hour period, no account shall be taken of any part of a day that is not a working day: Any power of attorney or any other authority under which the proxy form is signed or any instrument appointing a proxy (or a notarially certified copy of such power or authority) must be included with the proxy form.

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6. To change your proxy instructions simply submit a new proxy form using the methods set out above and in the notes to the proxy form. Note that the cut‐off date and time for receipt of a proxy form (see above) also apply in relation to amended instructions; any amended proxy form received after the relevant cut‐off date and time will be disregarded. Where you have appointed a proxy using the hard‐copy proxy form and would like to change the instructions using another hard‐copy proxy form, please contact Capita Registrars on 0871 664 0300 (calls cost 10p per minute plus network extras) or if calling from overseas +44 (0) 208 639 3399. If you submit more than one valid proxy form, the form received last before the latest time for the receipt of proxies will take precedence.

7. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Capita Registrars, Proxy Department, , The Registry, 34 Beckenham Road, Beckenham Kent, BR3 4TU. In the case of a member which is an individual the revocation notice must be under the hand of the appointer or of his attorney duly authorised in writing or in the case of a member which is a company, the revocation notice must be executed under its common seal or under the hand of an officer of the company or an attorney duly authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by the Company before the time fixed for the holding of the meeting or adjourned meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

8. Except as provided above, members who have general queries about the meeting should contact the Company direct Secretary direct at the Company, Arnold House, St. Julian's Avenue, St. Peter Port, Guernsey GY1 3NF, Channel Islands or on +44 1481 707 000.

9. In the case of CREST members, votes can be submitted by utilising the CREST electronic proxy

appointment service in accordance with the procedures set out below and in each case must be received by the Company not less than 48 hours before the time of the meeting.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (“EUI”) specifications and must contain the

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information required for such instructions, as described in the CREST Manual. The message regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA 10) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. CREST members and where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Upon completion please return your form of proxy to the following address to arrive no later than 48 hours before the scheduled start of the meeting. Please note that in calculating this 48 hour period, no account shall be taken of any part of a day that is not a working day:‐

Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

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GLOBAL MENA FINANCIAL ASSETS LIMITED (a closed‐ended investment company incorporated and registered in Guernsey under the Companies (Guernsey) Law 2008 with registered no. 48983) (the "Company")

2009 Annual General Meeting, 2nd September 2009 at 10.00 a.m.

FORM OF PROXY Please read the notes overleaf before completing this form. Any amendments to this form should be initialled by the signatory. I/We (name(s) in full)

.......................................................................................................................... of (address(es)) ...................................................................................................................................... being (a) member(s) of the above‐named Company, hereby appoint the chairman of the meeting, or failing him (see note 1) Name of proxy Number of shares proxies appointed over as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Arnold House, St. Julian's Avenue, St. Peter Port, Guernsey GY1 3NF, Channel Islands on 2nd September 2009 at 10.00 a.m., and at any adjournment thereof. If you wish to appoint multiple proxies please see note 2 below. Please also tick here if you are appointing more than one proxy Please indicate in the boxes below how you wish your votes to be cast.

ORDINARY RESOLUTIONS FOR AGAINST WITHHELD

1. To receive and adopt the Report of the Directors, the Investment Manager’s Report and the Audited Financial Statements of the Company for the period from incorporation to 31 March 2009.

2. To re‐appoint Ernst & Young LLP (the “Auditors”) of 14 New Street, St. Peter Port, Guernsey, GY1 4AF as auditors to the Company for the current financial year.

3. To authorise the Directors to fix the remuneration of the Auditors for the current financial year.

4. To re‐appoint Richard Bernays as a Director of the Company who is due to retire at this Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a

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Director of the Company.

5. To re‐appoint John Hawkins as a Director of the Company who is due to retire at this Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a Director of the Company.

6. To re‐appoint Maha Al‐Ghunaim as a Director of the Company who is due to retire at this Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers herself for re‐election as a Director of the Company.

7. To re‐appoint Omar El‐Quqa as a Director of the Company who is due to retire at this Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a Director of the Company.

8. To re‐appoint Terence Allen as a Director of the Company who is due to retire at this Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a Director of the Company.

9. To re‐appoint Kishore Dash as a Director of the Company who is due to retire at this Annual General Meeting in accordance with the requirements of the listing rules made by the UK Listing Authority under section 73(A) of the UK Financial Services and Markets Act 2000, as amended and, being eligible, offers himself for re‐election as a Director of the Company.

10. To fix the fees of the Directors for the year ended 31 March 2010 in accordance with the articles of association of the Company.

SPECIAL RESOLUTIONS FOR AGAINST WITHHELD

Signature ......................................................... Date ...................................

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Notes to the Form of Proxy

1. You may appoint one or more proxies of your own choice, if you are unable to attend the meeting but would like to vote. If such an appointment is made, delete the words "the chairman of the meeting" and insert the name(s) of the person or persons appointed as proxy/proxies in the space provided. A proxy need not be a member of the Company. If no name is entered, the return of this form duly signed will authorise the chairman of the meeting to act as your proxy.

2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's

name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A proxy need not be a member of the Company.

3. In the case of a corporation, this form of proxy must be executed under its common seal or under the

hand of a duly authorised officer or attorney. 4. In order that this form of proxy shall be valid, it must be deposited (together with any power of

attorney or other authority under which it is signed or a notarially certified copy of such power or authority), at Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom not later than 48 hours before the time appointed for the meeting or adjourned meeting at which the person named in this form of proxy proposes to vote (or, in the case of a poll, shall be deposited at the time the poll is demanded or, if the poll is to be taken more than 48 hours after it is demanded, at least 24 hours before the time appointed for taking the poll) and if not, then (unless the board of the Company directs otherwise) the proxy form shall not be treated as valid. The completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in person at the meeting or at any adjournment thereof, should they wish to do so. Please note that in calculating this 48 hour period, no account shall be taken of any part of a day that is not a working day.

5. If you wish to revoke a form of proxy instruction then you will need to send a notice of revocation to

Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom and executed in accordance with note 4 above.

6. If two or more persons are jointly entitled to a share conferring the right to vote, any one of them

may vote at the meeting either in person or by proxy, but if more than one joint holder is present at the meeting either in person or by proxy, the one whose name stands first in the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof. In any event, the names of all joint holders should be stated on the form of proxy.

7. The "vote withheld" option is provided to enable you to instruct your proxy not to vote on any

particular resolution, however, it should be noted that a "vote withheld" in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "for" and "against" a resolution.

8. Returning the proxy form without any indication as to how the proxy appointed shall vote on any

particular resolution, will mean that such proxy can vote as he or she wishes or they wish or can decide not to vote at all.

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9. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the meeting (including amendments to resolutions).

10. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in

accordance with the procedures set out in the CREST manual.

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