Feasibility study for a insurance company by fawwo

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									Briefing Note on
GulfAfrican Insurance Company in Kenya




Presented to
Commissioner of Insurance


February 2009




STRICTLY PRIVATE AND CONFIDENTIAL
GulfAfrican Insurance Company (Kenya)




Introduction

GulfCap FZC, a diversified investment group based in the United Arab Emirates, is interested in
establishing a new insurance company in Kenya (“GulfAfrican Insurance Company” or “the Company”),
subject to obtaining the relevant regulatory approvals. This Briefing Document is to convey our formal
interest, at this stage, to submit an application to the Commissioner of Insurance for a non-life (general)
insurance company license.


In 2006, GulfCap launched, GulfAfrican Bank, the first Islamic commercial bank in Kenya together with a
number of reputed foreign institutional investors as shareholders in the bank. GulfCap is now proposing
to establish the first Islamic insurance company in Kenya, under the brand of GulfAfrican Insurance
Company.


Islamic insurance (or Takaful) is a US$ 2 billion global industry that is growing at more than 20% per
         1                                                                      2
annum.       There are more than 250 Islamic insurance companies worldwide.         The concept of Islamic
insurance is very similar to cooperative insurance business with additional emphasis on greater
transparency and corporate governance. Hence Islamic insurance companies are double-compliant, i.e.
from a conventional perspective, they conform to the highest standards of professional conduct within
the overall legal, regulatory and corporate governance framework, while at the same time complying with
additional Takaful principles. The global Islamic insurance industry is projected to grow to US$ 10-15
                   3
billion by 2015.


The Sponsors plan to establish GulfAfrican Insurance Company with a paid up capital of US$ 4 million. The
Sponsors believe that the potential size of Islamic insurance sector in Kenya, in terms of gross premiums,
could be up to US$ 250 million within next five years. GulfAfrican Insurance Company will be a major
value-addition to Kenyan insurance industry, bringing in foreign direct investment, cutting-edge
technology and the technical know-how of international insurance business. In the process, the Company
will be a catalyst to the growth of the domestic insurance industry and will facilitate small and medium
size businesses as well as infrastructure and developmental projects.




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GulfAfrican Insurance Company (Kenya)




Brief Profile of Sponsors

GulfCap FZC was set up in 2006 by GulfCap Group in the United Arab Emirates to engage in professional
advisory services, corporate finance, structured finance, private equity, real estate investments and
management consultancy.      The Group comprises of well reputed shareholders including Overseas
Investments SPC (Bahrain), Sheikh AbdulMalik bin Abdullah Al Khalili (Oman), Sheikh Abdullah
Moahmmad Abdual Aziz Al Romiazan (Saudi Arabia), Suleiman S. Shabal (Chairaman & Founder, Gulf
African Bank) and Jamil Qureshi (CEO Gulf Investments Limited).


GulfCap Group has recently established Gulf Investments Limited in the Dubai International Financial
Center, licensed by the Dubai Financial Services Authority, to undertake private equity and corporate
finance business.


The Group invests mostly in strategic holdings with an aim to participate actively in the management and
to enhance the value of the investments over a medium to longer term. Ventures undertaken by GulfCap
include GulfAfrican Bank (Kenya), First Dawood Islamic Bank (Pakistan) and Dawood Family Takaful
(Pakistan). GulfCap has also ventured into energy and real estate sectors. A detailed profile of the group
is attached as Annexure.




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GulfAfrican Insurance Company (Kenya)




Kenyan Insurance Industry

Given the growth of Kenya’s economy, the country’s role as the leading business and financial center in
East Africa, and its pioneering role in promoting Islamic banking and finance in the Sub-Saharan Africa, the
Sponsors believe that there is a solid business opportunity to offer Islamic insurance products and services
in Kenya.


Kenya’s insurance industry is growing at an impressive pace and playing an important role in the
sustainable growth of the country’s economy.            There are some 44 insurance operators, 2 locally
incorporated reinsurers, 24 medical insurance providers, 190 insurance brokers and more than 3,000
                       4
insurance agents.          In 2007, insurance industry employed more than 10,000 people and underwritten
                                            4
premiums were well over $600 million. The industry is governed by the Insurance Regulatory Authority
under the Insurance Act 2006.


Despite presence of a large number of insurance
companies, the insurance penetration remains                              Kenya Insurance Premiums (US$ million)

relatively low. Insurance premiums to GDP ratio was
                                                    4
only 2.6% in 2007 (Life: 0.9%, Non-life: 1.7%) with                                  Non-Lif e              Lif e


potential to increase to 3-4% over next five years.                                                                  214
This translates to a potential industry size of US$ 1.7                                                        165

billion in gross premiums by 2014.              The major                                  142
                                                                      126
impetus for this growth is provided by healthy
economic fundamentals, supportive demographic
                                                                                                                     388
                                                                                                               355
trends, currently low insurance penetration and the                   282
                                                                                           314

ability of the industry to offer an inclusive insurance
program that covers all segments of the population
                                                                     2004                 2005               2006    2007
and various asset classes. It is in this context that
GulfAfrican Insurance Company can add real value             Source: Kenya Insurance Regulatory Authority


by bringing in foreign direct investment, technology
and technical know-how from international markets.


General (Non Life) Insurance Business

                                                                                                                            4
There are 40 general insurance providers operating in the market, out of which 20 are composites. With
                                                                                                                                    4
a GDP penetration of 1.7%, total general insurance premiums in Kenya reached US$ 388 million in 2007.


The following are the more common types of general insurance available in Kenya:




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GulfAfrican Insurance Company (Kenya)




          Motor: covers legal liabilities arising out of
                                                                     Kenya Motor Insurance Market Composition 2007 (Motor
           the use of motor vehicles. Different types of                          Premiums – US$ 168 million)
           motor insurance covers are available for both
           private and commercial vehicles, including
                                                                                                                                      Private
           third party and comprehensive. Third party                                                                                  39%

           cover protects individuals against liability for
           causing injury to a third party or damage to a
           third party’s property, but does not provide
           any cover for the insured party’s own vehicle.
           On the other hand, comprehensive cover
                                                                        Commercial
           offers protection for damage towards third                      61%


           parties as well as the insured party. Motor
                                                                  Source: Kenya Insurance Regulatory Authority, ICP Analysis

           insurance is the largest class in Kenya general
                                     4
           insurance segment.            Commercial motor is a major underwriting profit class in Kenya, while
                                                                            4
           private motor is characterized with underwriting losses.


          Property & Casualty: protects household and
                                                                         Kenya Property & Casualty Insurance Market
           commercial properties against damage by                   Composition 2007 (Property & Casualty Premiums – US$
                                                                                          158 million)
           events such as natural disaster, fire, theft,
                                                                                                                               Fire
           flooding and other accidents. Property and                                                                          32%


           casualty constituted 41% of the general
           insurance segment with premiums of US$ 158
                                                                       Personal
                                 5
           million in 2007. In this segment, industrial                Accident
                                                                         48%
           fire insurance is a major underwriting profit
           class. Substantial development expenditure,
                                                                                                                                Theft
           US$ 2.5 billion in 2007-08, will create                                                                               13%

           significant new business for this asset class in                                                  Engineering
                                                                                                                 7%
                             6
           future as well.                                        Source: Kenya Insurance Regulatory Authority, ICP Analysis




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GulfAfrican Insurance Company (Kenya)




     
           Liability:   is concerned with protecting the
           insured against legal liability for omissions or         Kenya Liability Insurance Market Composition 2007
                                                                          (Liability Premiums – US$ 29 million)
           acts causing death, bodily injury, or disease to
           third parties or loss or damage to their
                                                                            Other
           property.     An employer might also incur                     Liabilities
                                                                             32%
           liability in respect of employees for accidents
           suffered in the cause of employment. Various
           covers are arranged to provide indemnity for
           the liability incurred including workmen’s
           compensation which covers employee injury                                                                        Workmen's
                                                                                                                           Compensation
                                                                                                                              68%
           or disability during work. This segment
           accounted for only 7% of the general
                                         5                    Source: Kenya Insurance Regulatory Authority, ICP Analysis
           insurance premiums in 2007.


          Marine, Aviation & Miscellaneous: covers all other types including losses and/or liabilities
           arising out of a marine venture or from the use/handling of aircrafts or associated with cargo.
           With premiums of US$ 34 million, this class accounted for 9% of the total general insurance
                                5
           segment in 2007.


Medical Insurance


There are 21 medical insurance providers currently operating in Kenya, acting as specialized medical
                                                              4
insurance brokers with a noteworthy reach in the market. Gross medical premiums in the market were
estimated at US$ 63 million in 2007 and are projected to double over next 5 years. This insurance class
covers loss by illness or bodily injury. Policies differ in what they cover, the size of the deductible and/or
co-payment, limits of coverage and the options for treatment available to the policyholder.


Competitive Analysis

                                                                                                                                          5
The top 5 companies enjoyed a combined market share of 38% as measured by gross premium in 2007.
The trend continues further down the table with the top ten having 59% share of the market
                5
respectively. Kenindia was the largest insurer with gross written premiums of US$ 37 million followed by
                            4                                                                                                  4
APA with US$ 29 million. Blue Shield stands third with US$ 28 million in gross written premiums.




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GulfAfrican Insurance Company (Kenya)




                                             Kenya General Insurance Company Rankings 2007
                                                                                                                                  (US$)
                                                                                         Gross Written                    Market
  Ranking*                                   Company                  Total Equity
                                                                                           Premiums                       Share*
         1            Kenindia                                         6,226,479          36,984,649                        9.5%
         2            APA                                             20,068,271          29,249,110                        7.5%
         3            Blue Shield                                      5,634,223          28,490,138                        7.3%
         4            Jubilee                                         16,409,649          27,855,940                        7.2%
         5            UAP Provincial                                  51,633,872          24,358,396                        6.3%
         6            AIG                                              4,050,000          21,944,010                        5.7%
         7            Heritage All                                    15,850,201          18,667,093                        4.8%
         8            Lion of Kenya                                   11,767,845          14,247,757                        3.7%
         9            ICEA                                            12,658,471          13,886,366                        3.6%
        10            Cooperative                                      4,244,236          12,829,586                        3.3%


  Total Market                                                                                                      387,912,832
  Share of top 5 companies                                                                                                      38%
  Share of top 10 companies                                                                                                     59%
Source: Insurance Regulatory Authority Kenya, ICP Analysis                      * Ranking & Market Share based on Gross Written Premiums




Distribution channels


Kenya insurance industry has a multi-channel distribution network consisting of brokers, agents and
alliances:


             Brokers account for 70% of all insurance business in Kenya. Almost 95% of brokers are located in
                                                                                                                                 5
              Nairobi while the rest operate out of other urban centres including Mombasa and Kisumu.
       
                                                                                                                      4
              The number of insurance agents increased from 2,665 in 2006 to 3,085 in 2007. This increase
              signifies a distinct feature of the market where insurance companies use representatives to
              expand market reach.
             Banc-assurance is a relatively new concept in Kenya but has the potential to gain popularity due
              to its in-built strength of having a captive customer base that requires insurance cover on
              financial and other assets.


Reinsurance


Kenya has 2 locally incorporated reinsurers, Kenya Reinsurance Corporation and East Africa Reinsurance
                4
Company.             Two regional reinsurance companies are also operating in Kenya i.e. PTA Reinsurance
                                                               4
Company and Africa Reinsurance Corporation.                        International reinsurers also provide their services
through brokers or liaison offices. Local operators reinsured US$ 117 million or 19.4% of premiums in




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GulfAfrican Insurance Company (Kenya)




                                                           5
2007 as compared to US$ 112 million or 22% in 2006. This represents a strengthening insurance sector
where insurers are gradually building capacity to retain premiums. Major business lines which are
                                                           5
reinsured include fire industrial and personal accident.


Investments


Kenya insurance industry managed US$ 480 million of shareholders’ funds in 2007, a growth of 10.9%
               5
over 2006. Total investments made by the insurance companies reached US$ 1.4 billion in 2007, earning
                                      4
a return of US$ 140 million. Major investment avenues utilized by insurers included government
                                                                                           5
securities (33.1%), ordinary shares (25.9%), property (19.6%) and bank deposits (13.1%).


Expenses and Claims


Management expense to gross premiums for the industry remained in the range of 27-30% during 2003
               4
and 2007. Commission expense to gross premiums ranged between 13%-15% during the same time
          4
period. Industry claims ratios gradually declined from 61.3% in 2003 to 49.4% while the expense ratio
decreased from 36.1% to 33.6% during this period, indicative of improved risk assessment and efficiency
                                  4
amongst operators in Kenya.


Key Drivers of Insurance Business Opportunity


Nominal insurance premiums have followed an upward growth trajectory with a CAGR of 14% during the
                       5
period 2003-07.            In real terms, premiums increased by 5.9% in 2007, compared to world premium
                              4
growth of 3.3% in 2007. The potential for insurance business in Kenya is driven by:


     1.       Healthy economic fundamentals;
     2.       Supportive demographic trends;
     3.       Low insurance penetration; and
     4.       Inclusive insurance products and services.




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GulfAfrican Insurance Company (Kenya)




1.   Healthy Economic Fundamentals: Kenya is the fourth largest economy in Sub-Saharan Africa with
                                                                                5
     GDP growing at a CAGR of 13% during 2005-08.                                   Nominal GDP, amounting to US$ 22.7 billion in
                                                                                           7
     2007, is projected to reach US$ 49 billion by year 2014.                                   The GDP growth is supported by prudent
     macroeconomic management and structural reforms.                                          Benefits of economic development have
     trickled down to households with a recent survey showing poverty declining from 52% in 1997 to 46%
                   8
     in 2006.

                          Kenya Historical GDP (US$ billion)                                          Kenya Forecasted GDP (US$ billion)

                                                                                                                                                   49

                                                                                                                                            45
                                                                                                      CAGR 09-14 = 11%
                                                                                                                                     40

                                                                                                                          36

                                     CAGR 05-08= 13%                                                     33
                                                                                           29
                                                                       26
                                                             23
                                        20
                   18




                  2005                 2006                 2007      2008E               2009           2010             2011       2012   2013   2014



       Source: Kenya Insurance Regulatory Authority, Global Insight                  Source: Global Insight, ICP Analysis




     Kenya’s above average growth has triggered major capacity expansion initiatives to meet the growing
                                                                                                         6
     demand in the country, creating half a million new jobs in 2007. Investment as a percentage of GDP
                                                                                                                  8
     is estimated to reach 21% in 2008 from 19% in the preceding year. Performance of key sectors in
     2007 was as follows:


            
                                                                                                                                                              6
                       Tourism sector increased by 16.4% in 2007, driven by 13% growth in international arrivals
                      Manufacturing sector registered a growth of 6.2% in 2007 on the back of increased exports
                                                   6
                       and investment
                      Transport and communications sector contributed US$ 5.5 billion to the national receipts,
                                                                            6
                       showing growth of 14.9% in 2007
            
                                                                                                                      6
                       Mining and quarrying sector showed growth of 12.9% in 2007
            
                                                                                                                                 6
                       Energy and construction sectors grew by 9.2% and 6.9% respectively
            
                                                                                                                                                              9
                       Service and agricultural sector contributed US$ 13.62 and US$ 5.22 billion to GDP in 2007


     New capacity is resulting in significant increase in the volume of insurable assets, providing business
     opportunity for professionally managed insurance operators.




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GulfAfrican Insurance Company (Kenya)




2.   Supportive Demographic Trends: Population of Kenya has grown at a rate of 2% per annum for the
                                                                                                                      10
     last 3 years and is projected to exceed 40 million by 2014 from current level of 36.5 million.                        Almost
                                                                       11
     42% or 15 million of total population lives in urban areas.            There is a growing trend of rural-urban
     migration due to increasing economic activity in urban centres. A younger and urbanized population
     presents insurers with more business opportunities due to higher income levels and insurable assets.


3.   Low Insurance Penetration: The insurance
                                                                       Insurance Penetration Rates in 2007
     industry in Kenya is small in size compared
     to that of industrialised countries and
                                                        South Africa                                                       15.3%
     certain emerging markets. Total insurance
     penetration in 2007 was 2.6% compared to               Namibia                               8.1%

     African average of 4.3% and world average
                                                           Botswana                     3.9%
                12
     of 7.5%.        Kenya is under insured compared
     to penetration rates in various Sub-Saharan            Morocco                  3.4%

     African countries, indicative of substantial
                                                               Kenya             2.6%
     unexploited opportunity for new players
     with specialist expertise like GulfAfrican              Tunisia          2.0%

     Insurance Company.                                             African Average = 4.3%     World Average = 7.5%


                                                       Source: Swiss Re World Insurance 2007
4.   Inclusive Insurance Products and Services:
     One of the major customer segments with large unexploited potential for insurance services is the
     Muslim population of Kenya. Traditionally, insurance penetration has been low amongst Muslims all
     over the world, mainly because of the understanding that certain elements of conventional insurance
     business contradict with Islamic financial laws. With the introduction of Takaful, which is akin to
     cooperative insurance business model, the mainstream Muslim segment is increasingly subscribing to
     Islamic insurance products and services. Muslims comprise more than 10% of Kenya’s population and
     Islamic insurance concept is likely to attract this segment in particular. At the same time, GulfAfrican
     Insurance Company will target the much larger non-Muslim segment based on the quality of its
     offering. The overwhelming success of GulfAfrican Bank, the first Islamic commercial bank in Kenya,
     validates this huge untapped potential.




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GulfAfrican Insurance Company (Kenya)




Islamic Insurance (or Takaful)

Global Takaful Industry


The global takaful industry is one of the fastest growing components of the insurance market, with its
                                                                      13
rapid annual growth of 20%.                                                    Takaful growth in most jurisdictions has outpaced conventional segment.
                                                                                                                                                                                                   1
Approximately US$ 2 billion takaful premiums were written across the globe in 2006.                                                                                                                    In 2007, takaful
premiums in the emerging markets grew by roughly 26% and accounted for 5% of insurance premiums
written in Muslim countries.12 According to 2007 Oliver Wyman Report, up to 20% of the takaful revenues
originated from non-Muslim customers. Takaful premiums worldwide are estimated to reach US$ 10-15
billion by 2015.13

                                                                           Growth of the Insurance Sector and Takaful Sector by Country (CAGR 2004-2006)

    70%


    60%


    50%


    40%


    30%


    20%


    10%


     0%
                Egypt           Bangladesh          Sri Lanka          Indonesia          Malaysia          Thailand           Bahrain*            Kuwait             Qat ar               KSA   UAE      Jordan   Lebanon*



  Note: Bahrain’s insurance sector growth and Lebanon’s Takaful sector growth are both for 2005-2006 only
  Source: Swiss Re – Sigma No. 4 (2007) and Business Monitor for International Insurance, Takaful Re Limited and Middle East Insurance Review (2008) for Takaful, Ernst & Young Analysis




Global demand for takaful products is stimulated by phenomenal growth of the Islamic banking sector
and the Islamic capital market. The strong growth was also attributed by the increasing number of
companies offering takaful services across jurisdictions. There are 250 Takaful operators across the globe.
Large conventional players from the UK, US and Germany have also joined the league by establishing
takaful or retakaful (Islamic reinsuarance) companies within their groups.


GCC is the single largest takaful market with contributions in excess of US$ 1 billion in 2006, mainly arising
from Saudi Arabia, United Arab Emirates and Bahrain.Error!                                                                                                      Bookmark not defined.Error!
Bookmark not defined. Far East is the second largest market with contributions of almost US$ 0.7
billion in 2006.Error! Bookmark not defined.Error! Bookmark not defined. Malaysia is
the most developed takaful market with advanced regulations that encourage takaful growth and is
considered to be the hub of Islamic finance.                                                                                 Favourable demographic structure and economic
development infer significant future demand in many existing takaful markets.


Concept of Takaful




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GulfAfrican Insurance Company (Kenya)




Takaful refers to insurance business in compliance with Islamic (Shari’a) financial laws. The concept of
takaful is based on the notion of mutual help and social solidarity. From an operational standpoint,
takaful implies an agreement among a group of members, or policyholders, who collectively agree to
guarantee each member against potential loss or damage. The nature of such potential loss or damage is
clearly defined in the agreement and any policyholder who suffers such a loss is compensated in the form
of financial assistance from a common fund established for this purpose.


Five key elements of takaful concept applicable to GulfAfrican Insurance Company are:


          Mutual guarantee: The basic objective of takaful is to pay a defined loss from a defined fund.
           The loss is borne by a fund created by the donations of policyholders. The liability is spread
           amongst the policyholders and all losses divided between them. In effect, the policyholders are
           both the insurer and the insured.
          Ownership of the fund: Donating their contributions to the takaful fund, policyholders are
           owners of the fund and entitled to its profits.
          Elimination of uncertainty: Donations - causing transfer of ownership to the fund - are voluntary
           to mutually help in case of a policyholder’s loss, without any pre-determined monetary benefit.
          Management of fund: Management is by the operator. The underwriting business is managed
           using principal-agent contracts whereas investment management business is under a principal-
           manager agreement.
          Investment condition: All investments must be Shari’a compliant, which prohibits investment in
           forbidden industries such as gambling and alcohol, and requires the use of financial instruments
           that are free from usury.


At a fundamental level takaful bears similarities to the concepts of co-operative or mutual insurance, as
essentially members contribute a certain sum of money to a common pool.

                                    Takaful                 Cooperative Insurance     Proprietary Insurance


          Contracts       Donation and mutual
                                                          Mutual contract           Exchange contract
           Utilized       contract


                          Pay claims with
                                                                                    Pay claims from
           Company        underwriting fund and           Pay claims with
                                                                                    underwriting funds and
         Responsibility   interest free loan in case of   underwriting funds
                                                                                    shareholder equity
                          shortfall


          Participant’s
                          Pay contributions               Pay contributions         Pay premiums
         Responsibility



            Capital
                          Participant’s funds             Participating capital     Share capital
            Utilized



           Investment     Shari’a compliant and           No restrictions except    No restrictions except
         Considerations   prudential                      prudential                prudential
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GulfAfrican Insurance Company (Kenya)




     Source: Ernst & Young, Global Takaful Report 2008




In terms of the technical aspects of the business, running a takaful company is very similar to running a
conventional insurance company.                          The main difference is the segregation of shareholder and
policyholders funds under the takaful model, similar to segregation of funds also required in some
countries for certain lines of insurance business.


In all takaful companies, the compliance function ensures that the day-to-day business is also in
conformity with Shari’a principles, and reports to a specific board committee comprising of scholars with
knowledge of insurance and Islamic law. The board committee is known as the Shari’a Supervisory Board.


Retakaful


This is Shari’a compliant re-insurance. Rapid development of takaful institutions is also driving the
demand for retakaful as an alternative source of enhancing the financial strength of the takaful fund.
Retakaful contracts include a mix of treaty, facultative and excess-of-loss cover. Globally there has not
been enough capacity available in the international market that can provide full retakaful support for
takaful companies.                Recently, there is growing interest from internationally reputed reinsurance
companies such as Munich Re, Allianz and Hannover Re as well as local and regional players in various
jurisdictions to set-up retakaful operations.


Potential of Takaful Industry in Kenya


The size of takaful business opportunity is estimated by projecting the insurance penetration in Kenya and
the target market share of takaful business compared to conventional insurance.

Projected Insurance Penetration in Kenya: Based on Global Insight estimates, Kenya’s GDP is projected to
reach US$ 49 billion by 2014. Taking a conservative assumption that insurance penetration in 2014 would
remain at 2007’s penetration rate of 2.6%, insurance premiums are forecast to reach approximately
US$ 1.3 billion by 2014. In an optimistic scenario, insurance penetration could increase to 3.4% by 2014,
still less than present African average of 4.3% of GDP, translating into overall insurance premiums of
approximately US$ 1.7 billion.




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GulfAfrican Insurance Company (Kenya)




Market Share of Kenya Takaful Industry: The target
                                                                             Projected Takaful Share (US$ million)
market share of takaful segment is simulated based
on conservative estimates and keeping in view the                    Takaful - Conservat ive           Takaful - Opt imistic


experience of the Sponsors with GulfAfrican Bank.                        602




Based     on     5%    target   market   share,   takaful
contributions are projected at US$ 64-84 million by
2014. Taking a more realistic market share of 10%,                                                                             2 50

                                                                                                                      192
takaful premiums would amount to between US$                                                        12 8
                                                                                                           16 8

                                                                                               84
128-168 million. One might optimistically argue that                                 64


takaful industry will be able to capture 15% of the
                                                               Tot al Insurance           5%           10 %              15%
insurance industry by 2014. This would translate               Premiums 20 07
                                                            Source: ICP Analysis
into gross premiums of up to US$ 250 million. This
presents a substantial business opportunity for specialist players like GulfAfrican Insurance Company.




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GulfAfrican Insurance Company (Kenya)




GulfAfrican Insurance Company

Vision


GulfAfrican Insurance Company’s vision is to “become the Islamic insurance partner of choice in Kenya,
catering to the general protection needs of individuals, businesses and the public sector through best in
class talent, product program, technology and distribution network.”


The Company intends to be a leading edge insurance company in Kenya bringing in highly professional
management and know-how of industry best practices, a well-articulated business model, and a proactive
approach to developing new Shari’a compliant products and services.


The Company will aim for dual compliance. From a conventional perspective, it will conform to the
highest standards of professional conduct within the overall legal, regulatory and corporate governance
framework as promulgated by the Insurance Regulatory Authority.           Additionally, the Company will
conduct its business in compliance with Islamic financial (Shari’a) principles that emphasize ethical
conduct, greater transparency and disclosures.


Business Strategy


The Unique Value Proposition


The Company will seek to offer a full suite of value added non-life products suited to the specific needs of
the SME and personal market segments, adhering to international best practices in the industry. The
Company will have a highly focused business strategy to maintain a competitive edge over other players.
This will be demonstrated by Company’s choice of business lines and premium pricing. The unique value
proposition of the Company stems from its focus on promoting, developing and managing Shari’a
compliant takaful business across Kenya. Currently Kenya does not have a single takaful operator to cater
to 10% of its Muslim population. Takaful presents a significant opportunity in Kenya, driven by healthy
macroeconomic fundamentals, supportive demographic structure and low insurance penetration.


Brand building and penetration will be Company’s core strategies to capture both Muslim and Non-
Muslim customer base. State of the art technology would be a distinctive feature of the Company, to
achieve cost efficiency and expand outreach. Further, e-takaful services would improve customer service
quality through shorter response times and increased transparency, especially of greater significance in
the takaful business.




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GulfAfrican Insurance Company (Kenya)




Business Model

The Company’s business model envisages an integrated, multi-channel distribution platform such that it
remains highly responsive to the unique takaful coverage needs of its target market, and offers superior
standards of customer service. The Company will progressively build its product portfolio to offer a
comprehensive range of general takaful products that will serve as a viable alternative to conventional
insurance in Kenya.


The Company will operate with a lean, cost effective management structure. The underwriting and
carrying of takaful risk is a critical activity for the Company and takaful risks will be partially laid off
through re-takaful arrangements. Since retakaful arrangements are not available in Kenya, the Company
will seek the opinion of its Shari’a Supervisory Board to find alternative solutions with the local
reinsurance operators. The corporate management team will specially be focused on customer-centric
functions such as brand building, communication and relationship/alliance management.


The Company will aim to be highly professional and competitive by carefully managing risk retention
policy and loss ratios. This will be done through strategic business mix and reinsurance arrangements.


Governance Structure


The Company’s governance structure is set out in the diagram below. The structure involves a set of
relationships between the Company’s management, its Board, its shareholders and other stakeholders.
The corporate governance framework seeks to provide a structure on which the objectives of the
Company are set, and the means of attaining those objectives and monitoring performance are
determined. It provides relevant incentives for the management to pursue objectives that balance the
interest of stakeholders.


The Sponsors are committed to the highest legal and ethical standards followed by international financial
institutions including transparency, corporate governance, accountability, as well as compliance with all
applicable laws and regulations of Kenya.




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GulfAfrican Insurance Company (Kenya)




                                             Organizational Structure


                                                          Board of
                                                          Directors
                                                                                                Other Board
                                                                                                Committees
                           Audit, Risk and
  Shari’a Supervisory                                    Executive
                            Compliance
         Board                                           Committee                        Remuneration and
                            Committee
                                                                                            Nominations
                                                                                            Committees

 Shari’a Compliance                                                                             Investment
                            Internal Audit
        Officer                                                                                 Committee




                                                      Senior Management
                                                             Team




             Compliance                                                              Sales &
                          Underwriting       Claims      Operations       Finance                      Actuarial
               & AML                                                                Marketing



The Company will have a three tier organization structure comprising of Board of Directors, the Chief
Executive Officer (“CEO”) and Management to ensure an effective and institutionalized governance
framework.


Takaful Operating Model


The takaful model pursued by the Company will be based on combination of two most prominent
structures i.e. wakala and mudaraba. The key elements of this model are defined as follows:


Takaful Policyholders’ Fund – the fund created from the Takaful Contributions, after deducting the
defined fees, from which claims are paid. Any surplus in this fund is divided between the policyholders’
on an annual basis as a discount against the following year’s Takaful Contribution.


Takaful Operator – the operator of the Takaful Fund, who will set the contribution rates, manage and
invest the Takaful Fund on behalf of the policyholders’ and manage the overall business.


Takaful Contract – the contract that provides policyholders’ with compensation should they suffer a loss
incurred by specified events that are protected by the Takaful Fund.


Takaful Fund Contributor – commonly known as policyholders.




Draft for Discussion                                                                                          17
GulfAfrican Insurance Company (Kenya)




Takaful Contribution – premiums paid by the policyholders to the Takaful Fund.


Takaful Sum – the estimated value protected under the Takaful Contract.


In order to maintain the integrity of the Shari’a compliant offering, the Company will operate under two
distinct units: (1) Takaful Policyholders’ Fund; and (2) Takaful Shareholders’ Fund.


Under the Wakala structure, the Takaful Operator will not share in the underwriting result of the Takaful
Fund. Instead, the operator will be compensated by a fee deducted from the contributions made by the
policyholders. This method has the advantage of providing clarity and certainty to the Company’s
shareholders, in terms of managing its overall risks and operations, and to the policyholders, through
increased transparency regarding fee charges. For investment management, the operator will utilize the
mudaraba component of the model and charge a fixed percentage on investment returns.


In case of a deficit in the Takaful Policyholders’ Fund, the operator will provide necessary funding through
an internal, Shari’a compliant loan arrangement. A step by step flow of funds under the operating model
is described below:


     1.    Participant pays contribution under
           the scheme                                                            Participant

     2.    Contribution will be divided into: i)                                                               8
           Wakala fee ii) Policyholders’ General                                       1
           takaful fund (GTF)
                                                                           2
     3.    Wakala fee will be paid to the                  Wakala Fee           Contribution              Surplus

           shareholders’ fund (SHF)                    3
     4.    Claims and retakaful will be handled                                        2
                                                                                                               8
           from the GTF
                                                           Investment     5    General Takaful   4        Claims/
     5.    Excess of GTF will be invested in                  Profit               Fund                  Retakaful
           Shari’a compliant investments and
           investment income will be ploughed
                                                                6
           back to the fund
                                                                                Shareholders’    7       Operating
     6.    SHF will receive an agreed portion of                                    Fund                 expenses

           the     investment   income     as   a
           performance fee
                                                                                 Profit/(loss)       9
     7.    SHF will pay for operating expenses                                 attributable to
           of the SHF and GTF                                                   Shareholders

     8.    Surplus in GTF at the end of the year will be distributed to participants
     9.    Excess of SHF will be shareholders profit




Draft for Discussion                                                                                         18
GulfAfrican Insurance Company (Kenya)




Shari’a Compliance


The Shari’a Supervisory Board (“SSB”) will be the primary authority that will supervise and approve all
products and activities of the Company to ensure compliance with Shari’a.


The SSB will comprise of world renowned Shari’a scholars with requisite expertise in financial matters and
Islamic law, and whose affiliation with the Company will enhance both the acceptability and credibility of
its takaful offering.



Risk Management


Risk management will form an integral feature of the management of the Company. It is deemed
essential to achieve corporate objectives, especially continued profitability and enhancement of
shareholder value. The Company will embark upon an enterprise wide risk management structure and
establish an Audit, Risk and Compliance Committee. Internal audit will report to this committee, with a
dotted reporting line to the CEO as will the external auditors.


Customer Segmentation


The target market of the Company will comprise of both individuals and institutions , mainly those which
demand Shari’a compliant risk protection. The primary target market will be Personal Customers and
SMEs.


          Individual customers include both Muslim and Non-Muslim population. Kenya population was
           approximately 36.5 million in 2007 and is projected to exceed 40 million by 2014.Error!
           Bookmark not defined.Error! Bookmark not defined. Keeping the percentage of
           Muslim population constant at 10% (2007), number of Muslims is forecast to reach 4 million by
                   14
           2014.
          SMEs require customized products and is an attractive segment due to the capacity to pay higher
           premiums with only moderate administrative burden. SMEs form a significant contributor to
           GDP in Kenya, accounting for around 18.4% of total GDP, and is a thriving sector on the back of
                                          15
           increased economic activity.


Secondary targets will include other Personal Ethical Customers and Other Businesses.


          Ethical segment are those customers who are not necessarily motivated by the Shari’a
           compliance feature of the financial products. Instead, this segment views Shari’a compliance as
           an added, and desirable factor, and will only chose this option if all other professional and quality




Draft for Discussion                                                                                     19
GulfAfrican Insurance Company (Kenya)




            standards are at par or better than competitors. As 90% of the population in Kenya belongs to
            other religions, this would be an important target market for the Company. This is a fast growing
            segment in western countries for takaful operators.       The Company plans to progressively
            increase its penetration in the Personal Ethical segment as well as reach out to those aspiring to
            be ethical.


           Other target market includes the agricultural and services sector. While each of these segments
            presents its own set of opportunities, and challenges, the Company intends to cater to these
            segments in a more focused manner over medium term horizon.


Product Plan


The Company will launch a full suite of general takaful products under a phased rollout plan, which will
primarily relate to motor, household and SME business categories.


Motor Takaful - including comprehensive and third party motor takaful for private and commercial
vehicles.


Household Takaful - cover for policyholders’ house, building and contents against losses from fire and
perils such as storms, theft, flood, earthquakes, impact damage and accidental damage to specified
household items.


Fire Takaful – Coverage against loss or damage to private and industrial property by fire or lightning.


Theft Takaful – Protection against loss or damage to property by theft, vandalism and malicious mischief;


Personal Accident Takaful – coverage against physical injury caused by violent, accidental, external and
other visible means and which, independent of any cause, results in (i) death (ii) permanent disablement
(iii) temporary disablement, and (iv) medical expenses.


SME Business Takaful - cover to small and medium size businesses for purposes such as business liability,
workmen’s compensation, public liability, employee illness or absence, office and equipment, fire,
product liability and service & sales indemnity amongst others.


Public Liability Takaful – Provides protection against accidental physical injury to any person and/or
accidental loss of or damage to property caused in the course of the business within the territorial limits.


Medical Insurance - coverage for medicine, visits to the doctor or emergency room, hospital stays and
other medical expenses.




Draft for Discussion                                                                                   20
GulfAfrican Insurance Company (Kenya)




Pricing Strategy


While the insurance and takaful industry is highly price sensitive, most operators with a strong brand or a
differentiated offering do not operate at the lower end of the pricing spectrum. The Company plans to
make substantial investment in building its brand as a quality service provider, a recognition that will drive
its pricing policy in the long term. Pricing of the company will be reflective of the balance between profits
of shareholders and policyholders.


The Company’s pricing will be designed with significant input from its external pricing actuaries, being
primarily based on historical and expected loss experience of different customer segments. The Company
plans to reduce the expected loss ratios by carefully segmenting its target market. This shall be further
managed for each business line through geographical coverage, sales and promotional thrust and choice
of distribution channels.


Distribution Strategy


The distribution strategy will build upon corporate relationships and banc-takaful. As a new entrant the
Company will build a strategic relationship with GulfAfrican Bank for market penetration. By building
corporate relationships in the SME sector the Company will be able to gain a competitive advantage over
existing players. Personal business will be written via both direct and intermediated introductions.


The Company will be targeting a significant portion of the motor and household business through a
strategic alliance with GulfAfrican Bank. This alliance will give market access and recognition to the
Company, at the same time giving GulfAfrican Bank access to Shari’a compliant insurance which is a key
requirement of its business. The Company will also distribute its products through insurance agents with
whom it will maintain long-term corporate relationships.


In the long-run the Company will utilize the internet as a distribution channel as it is being utilized in
industrialised countries currently. However, it is accepted that there is an opportunity to leverage the
partnership channel especially in the first two years while the brand is being built and operational and
sales capability and capacities are being developed.


For SME business, the Company intends to establish alliances with the major broker network as well as
with specialist financial institutions that have sizeable share and expertise in the SME market.




Draft for Discussion                                                                                   21
GulfAfrican Insurance Company (Kenya)




Marketing Communication Plan


The Company will have three major communication activities that will drive its business development
efforts. These are:


          Corporate communications and brand building among industry and other stakeholders
          Individual / retail customer communication and brand building
          Customer communication and brand activity jointly with partners


Brand building, marketing communications and other promotions will be produced according to clear
plans developed ahead of business launch by the marketing team, and approved by key stakeholders
including the CEO, sales team and partners.


Retakaful Strategy


The Company’s preference is to use Shari’a compliant arrangements to provide retakaful protection.
Since retakaful companies are not present in Kenya, the Company will engage local and regional re-
insurance players. Such arrangements will provide for greater diversification of business, allow
management to control exposure to potential losses arising from large risks, and provide additional
capacity for growth. It is envisaged that the retakaful protection will be provided by a number of firms for
each program, the objective being to reduce the Company’s exposure to individual counterparties. The
retakaful contracts may include a mix of treaty, facultative and excess-of-loss cover.


Investment Management


The Company will pursue a conservative investment strategy, with majority of investments comprising of
Shari’a compliant income securities and bank deposits. In articulating the investment strategy, the
Company will take into account the expected performance of individual products and business lines, the
nature of the takaful and re-takaful contracts, and the differentiation between the policyholders’ and
shareholders’ funds. Major asset classes will be similar to what is being practised in Kenya i.e. real estate,
equities, bank deposits and fixed income. Investment management function will be an important function
for earning values on both shareholder and policyholders’ funds.



Financial Strategy




Draft for Discussion                                                                                   22
GulfAfrican Insurance Company (Kenya)




The Sponsors’ objective is to pursue a focused financial strategy that ensures long term and sustainable
growth of the Company. The Sponsors believe that a successful implementation of the financial strategy
will make the Company a significant player in Kenya Insurance Industry.

At the start of its operations, the Company will have a                     Projected Company Premiums (US$ million)

paid up capital of US$ 4 million.            In future if the
business case warrants, the Board of Directors may
recommend an increase in capital to support growth in                                                                              22


business.
                                                                                                                    16



Gross written premiums are projected at US$ 21.8                                                       11
                                                                                          9
million by Year 5.           This represents 2.4% of the                5

estimated insurance market in Kenya, an achievable
target for a professionally managed takaful company.
                                                                      Y ear 1          Y ear 2       Y ear 3     Y ear 4       Y ear 5
The Company expects to pursue a retention rate in the
                                                                Source: ICP Analysis
range of 70-75%. Loss ratios are simulated broadly in
line with the historical market trends in Kenya, at around 50-55% based on the envisaged business mix.


Investment income will be from the management of
policyholders’ and the Company’s own funds. The                                                 Combined Ratio

Company’s costs are split into two broad categories:
                                                                            Claims ratio                           Expense ratio
business       origination      costs      and    corporate
management expenses. Acquisition costs, which are
commissions paid to acquire the business, are                        39%
                                                                                       36%
                                                                                                     32%
projected to range between 12-14% of total gross                                                                 29%
                                                                                                                              26%
premiums. Corporate management costs will be
mostly fixed and include expenses such as salary,
                                                                     60%               57%           54%
governance,            marketing,       depreciation   and                                                       50%          47%


administration costs. These will range from 20% to
25% of gross written premiums, gradually decreasing                  Year 1            Year 2        Year 3      Year 4      Year 5

as the Company’s premiums grow.


Based on the Sponsors’ forecast, the Company is targeting to achieve an ROE of 18% and 21% by Year 4
and Year 5 respectively. Amongst other considerations, the Company’s financial performance is expected
to be sensitive to the premium volumes achieved, actual loss ratios sustained, and the expense ratio
incurred. Inability to attain the performance targets should be seen as an impediment to growth and
success of the Company.




Draft for Discussion                                                                                                                    23
GulfAfrican Insurance Company (Kenya)




1
  Ernst & Young, World Takaful Report 2008
2
  Bank Negara Malaysia, 16 July 2008
3
  Bank Negara Malaysia, ICP Estimates
4
  Insurance Regulatory Authority, Kenya
5
  Insurance Regulatory Authority, Kenya; ICP Analysis
6
  Economic Survey 2008, Kenya National Bureau of Statistics
7
  Global Insight; Insurance Regulatory Authority Kenya; ICP Analysis
8
  IMF Country Report – Kenya, January 2009
9
  Rabobank, September 2008
10
   Global Insight; ICP Analysis
11
   Golbalis
12
   Swiss Re, World Insurance in 2007
13
  Bank Negara Malaysia, 16 July 2008
14
   CIA World Fact Book; ICP Analysis
15
   National MSE Baseline Survey 1999, Kenya




Draft for Discussion                                                   24
ANNEXURE - GulfCap FZC Profile




Draft for Discussion             25
Annexure – GulfCap FZC Profile




Introduction
GulfCap FZC (“GulfCap”) was set up in late 2006 by a group of shareholders (together “GulfCap Group”) to
engage in investments and feasibility consultancy. GulfCap invests mostly in strategic holdings with an aim
to participate actively in the management and to enhance the value of the investments over a medium to
longer term.


The promoters of GulfCap also established a Dubai International Finance Center (DIFC) company, Gulf
Investments Limited (“GIL”), in March 2008 to undertake private equity and corporate finance advisory
businesses. The Dubai Financial Services Authority (DFSA) awarded the license in March 2008 to GIL. GIL
will be the main operating company for conducting the Group’s financial services activities.


In addition, the Group is currently pursuing an opportunity for a potential merger with Noor Capital, an
Abu Dhabi-based, investment bank, which is regulated by the Central Bank of UAE.


Business activities

The Group specializes in the following areas:
     1.    Financial Services
     2.    Oil and Gas
     3.    Real Estate
     4.    Special Ventures


1.   The Financial Services Group

Gulf African Bank (Kenya)

The Group conceptualized, initiated and structured the Gulf African Bank (“GAB”) to be established in
Kenya as the first Islamic commercial bank in Kenya and the East Africa. The bank has also entered into a
management advisory services agreement with the Group for an initial period of 5 (five) years.


A group of highly sophisticated and prestigious strategic investors were invited to become shareholders in
GAB. In addition to the Group, the key shareholders of GAB include:

           Istithmar (the investment arm of the Government of Dubai), UAE;
           BankMuscat International B.S.C. (c), Kingdom of Bahrain;
           Mr. Abdullah Mohammed AbdulAziz Al Romaizan (one of the leading investment groups from
            Riyadh), Kingdom of Saudi Arabia; and
           Eastern and Southern African Trade Development Bank (PTA Bank) (promoted by 22 African
            countries and China).



Draft for Discussion                                                                                26
Annexure – GulfCap FZC Profile




BankMuscat International (Bahrain)
Assisted a thinly capitalized Bank in restructuring and developing a business plan, and carried out the
business valuation and recapitalized it with an additional equity injection of US$500 million.           The
transaction was completed in December 2007 when all the existing shareholders subscribed to the initial
capital of US$ 250 million.     The balance of the capital will be injected subject to management’s
requirements in accordance with the business plan of the bank.

Dawood Islamic Bank Limited (DIBL) Pakistan
The Group advised Mr. Abdullah Mohammed AbdulAziz Al Romaizan (one of its shareholders) in acquiring
5 percent interest in DIBL as one of the founding Promoters. DIBL is one of the Islamic commercial banks
in Pakistan. In addition, the Group owns economic benefits equivalent to 5 percent shareholding in DIBL
(through an economic benefit agreement with Mr. Mohammed Abdullah Mohammed Al Romaizan). Mr.
Jamil Qureshi, the Group CEO, sits on the board of DIBL.

TranzLease Holdings (India) Private Limited
The Group holds 60 percent shareholding in TranzLease, which specializes in providing ‘tailor-made
solutions’ for auto leasing, car rentals and transportation. The Company was jointly promoted by the
Group in conjunction with two professionals specializing in this business. The objective of the Group is to
make the company into one of the largest players in the auto leasing industry in India within a span of 5
years. The major clients of TranzLease include Indian Oil, Reliance Group, Pantaloon, Nicholas Piramal, D
Link, ICICI, Prodelin, Mumbai International Airport, etc.

Dawood Family Takaful Company (Pakistan)
The Group promoted the above company and holds approximately 10% in it. The company has been
licensed recently and has just commenced its commercial operations, initially from Karachi. The company
is expected to float on the Karachi Stock Exchange within the next few months, subject to various
regulatory approvals and corporate formalities.

Other Strategic Initiatives - In Progress

    i. Potential acquisition of 50 percent stake in one of the investment banks in Pakistan, initial due
       diligence is in progress;
   ii. Potential acquisition of a Non-Banking Finance Company in India;
  iii. Establishment of a regional housing mortgage company, headquartered in the Kingdom of Saudi
       Arabia, potentially in collaboration with a leading US mortgage bank;
  iv. Asset Finance company in the Gulf region; and
   v. Banks in other African states, including Tanzania, Angola, Uganda, etc.




Draft for Discussion                                                                                27
Annexure – GulfCap FZC Profile




2.         The Energy Group

In December 2007, the Group acquired Dalma Energy (Dalma) in a very stiff competitive bidding process
from Aabar Petroleum (an Abu Dhabi based company listed on the Abu Dhabi Stock Exchange) for a cash
consideration of US$ 446 million. Dalma owns 22 heavy-duty rigs and is engaged in the drilling business in
the oil and gas sector. The revenues of the company are in the region of US$ 175 million. In addition to
the Group, the shareholders of Dalma include strategic investors from the Kingdom of Saudi Arabia,
United Arab Emirates and the Kingdom of Bahrain.


The objective of this acquisition is to create a platform to explore investment opportunities within the oil
and gas sector, regionally as well as internationally.

3.         The Real Estate Group


The Group's real estate arm has recently set up a subsidiary in the Sultanate of Oman with an objective to
promote the largest Real Estate Development Company in the country with an eventual equity
investment of US$ 1 billion. The first phase of Real Estate Opportunities SAOC (“REO”) has been launched
in June 2008 with a capital raising initiative of US$ 100 million. The objective of REO is to build middle
income housing, commercial space, professional educational institutions and 3 to 4 star hotel properties.
This strategic initiative is being supported by the various financial institutions / banks, pension funds,
investment companies and high-net-worth individuals across the GCC region.


A high-profile and experienced team specializing in large real estate developments is already on board. In
addition, internationally recognized specialist consulting firms were engaged to undertake the market
research, financial feasibility study, business plans and structure the marketing and advertising campaign.

4.         The Special Ventures Group

The investment opportunities and initiatives not covered under the above mentioned divisions are
covered under this head. Some of the Special Ventures carried out by the Group include:

     i.        The Group has recently assisted one of the prestigious investors from the Gulf in acquiring 80%
               shareholding in a 3-G telecom company in the Far East Asia. The Group has also been mandated
               for advising on a possible part-divestment of this holding at an opportune time;
     ii.       The Group has also been mandated by a leading real estate developer in the region to provide a
               wide range of corporate and financial advisory services. The objective is to raise US$ 600 million
               through a Private Placement, structure a Sukuk for US$ 1 billion and to prepare and take the
               company for an IPO within 1-2 years on one of the regional stock exchanges; and




Draft for Discussion                                                                                      28
Annexure – GulfCap FZC Profile




     iii.       The division is currently exploring opportunities within the aviation and hydrocarbon sectors in
                the US, together with investments in a Pakistan-based technology company.




                                                 Organization Structure

                                                         Board of Directors




                                                   Suleiman Shahbal / Jamil
                                                   Qureshi Group MD / Group
                                                             CEO




              T V Alaga Raja             Raymond Klesc                          Oil & Gas     Corporate Office
       CEO Financial Services          CEO – Real Estate



              Business Team              Business Team                        Business Team   Business Team



GulfCap Group’s distinguished Shareholders


The shareholders of the GulfCap Group include:


1.          Overseas Investments SPC and Skyline Investment SPC
Both investment companies are based in the Kingdom of Bahrain, privately held by a distinguished
investors’ group.


2.          Sheikh AbdulMalik bin Abdullah Al-Khalili
Sheikh AbdulMalik is a prominent businessman and a professional banker from the Sultanate of Oman.
He represents the Diwan of Royal Court on the Board of Directors of BankMuscat, Oman (the largest bank
in Oman). He has been the Chairman of the Board of BankMuscat since January 2001 to date. Sheikh
AbdulMalik is also the Chairman of BankMuscat International, Bahrain.


Sheikh AbdulMalik is an accomplished administrator and presently serves as the Executive President of
Royal Court Affairs - Pension Fund.


His earlier assignments include Assistant Secretary General for Public Affairs, Minister's Office, the Diwan
of Royal Court, Oman, and Director of Planning and Studies, Minister's Office, the Diwan of Royal Court.




Draft for Discussion                                                                                          29
Annexure – GulfCap FZC Profile




He is also the Chief Executive of the Diwan Pension Fund. Other governance assignments include
directorships on the Boards of various companies including:

                      Muscat National Holding SAOC;
                      National Investment Funds Co. SAOC;
                      Qurum Financial Services "SAOG"

3.   Mr. Abdullah Mohammed AbdulAziz Al Romaizan
Mr. Abdullah is the Managing Director of ‘Al Romaizan Gold and Jewellery’ and holds more than 40
percent share of the gold and jewellery market in the Kingdom of Saudi Arabia, together with the rest of
the Middle East North Africa (MENA) region.


Mr. Al Romaizan is one of the most respectable and well-known businessmen in Saudi Arabia and was
member of the board of directors of Riyadh Chamber of Commerce and Industry. As far as the financial
sector is concerned, Mr. Al Romaizan was among the board members of Saudi Cairo Bank and Alwatania
Installment Company. In addition, he is member of the board of directors of:
               Riyadh Construction Company;
               Ibtikar Technology Company; and
               National Medical Company.


Mr. Al Romaizan is also the chairman of the board of directors of Alkiyan Petrochemical Company. Mr. Al
Romaizan is also a member of the board of directors of various educational institutions such as AlBir
University, Riyadh, Prince Sultan University and Riyadh Educational Centre.


Mr. Al Romaizan is also the owner / major shareholder of the following companies:
               Kirnaf Limited
               Nama Limited
               Nama Investment Pakistan Limited
               Nama Kenya Limited
               Gulf Energy Limited
               Gulf Computer Systems Limited
               Gulf Stars Kuwait Limited


4.   Mr. Suleiman S. Shahbal
Suleiman Shahbal is a US graduate in business and finance, and has over 23 years experience in Suleiman
is a US graduate in business and finance, and has over 23 years experience in banking with large
multinational and regional financial institutions.




Draft for Discussion                                                                             30
Annexure – GulfCap FZC Profile




He has held several key positions with leading banks, including – Vice President of Citibank in the Middle
East, and Deputy General Manager - International Operations with the BankMuscat, the largest
investment and commercial bank in Oman. This position placed Suleiman at the forefront of acquiring
banks in Bahrain, Saudi Arabia and India, and as a key contributor in the creation of international business
for BankMuscat.


He is also the Chairman of the Gulf African Bank in Kenya, which is East Africa’s first Islamic bank.


Suleiman has also been involved in establishing several successful businesses, including, the GulfCap
Group, where he is the Managing Director. He is also the Managing Director of Gulf Investments Limited,
an affiliate of the Group, which is licensed by the DFSA.


5.    Mr. Jamil Qureshi
Jamil is an MBA graduate with over 20 years experience in corporate finance, mergers & acquisitions,
management consulting, and business and financial advisory services.


He has provided these professional services across a diverse range of sectors, including real estate, retail
and     leisure,       tourism   and   hospitality,   banking   and   finance   (conventional   and     Islamic),
energy/hydrocarbons, manufacturing, telecoms and power.


In 2006, he left Ernst & Young as the Director of Business Advisory Solutions to establish the GulfCap
Group in partnership with Suleiman, where currently he is the Group CEO.


Jamil is also the Group CEO of Gulf Investments Limited, an affiliate of the GulfCap Group, which is
licensed by the DFSA.




Draft for Discussion                                                                                     31

								
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