Novin Investment Bank Leading Investment Bank

Your Trusted Gateway to Invest in www.NOVINIB.COM We Provide All Services You May Need to Invest in Iran

Company Summary (As of September 2015)

Equity………………………….………………...... ……..100 million euros Total Assets ……………………………………..………..1000 million euros Annual Income ……………………….…….….….……….. 35 million euros Wealth management clients …………...... ………..3600 investors Total financing till date …………………....…...….. 1500 million euros Average Return on AUM in 2015………….....……...... …………..25% No. of Employees……………………………………...... …………...160 No. of Funds under Management …….………...... ……..11 Iran: Unique Opportunities

Iran is considered an appropriate country for business and enjoys various specifications suited for investment: Strategic location: An exclusive location in the heart of the intersection where Middle East, Asia and Europe meet and an area, which owns an immense significance because of business, customs, and tax arrangements as well as regional and cross- regional investments; Facilities of domestic markets and vicinity to other markets:The vast domestic markets, with an ever-increasing population of 80 million, and quick accessibility to neighboring populated markets; Labor force advantages: A huge reserve of trained, efficient and economical human forces in a diverse economy with multiple industries and services sectors; Developed substructures: A network of massive substructures nationwide in underlying fields such as roads, railways, etc.; Low costs of production and public services: A diverse range of energy, telecommunication, transportation, and public services; Abundant natural resources: Enormous and various reserves of natural resources, crude oil, and gas as well as metals and nonmetals indicating easy access to raw materials; Climatic conditions: Enjoying four-season weather as an advantage for agricultural activities throughout the country and all over the year; Financial encouragements and variety of tax exemptions: Adjustment of rates of corporate income tax to 25 percent; New protective Investment Act:Foreign Investment Promotion and Protection Act (FIPPA)

www.novinib.com 1 How to Protective legislations Protection by Foreign Investment Promotion and Invest in Iran Protection Act (FIPPA) Covering all types of investments from FDI to different types of financing methods Direct (Strategic Investment) A flexible and facilitated regulatory practices for the access Equity: of foreign investors to foreign exchange for capital transfer purpose and creation of one stop shop called “Center for - Listed Companies foreign investment service” - Private Companies Bilateral Investment Treaties with other countries - Start Up & Venture Capital Double Taxation Treaties with other countries Fixed Income securities: - All kinds of Islamic financial instruments such as Ijarah, Procedures Under FIPPA, foreign direct investment licensing is designed in Musharakah and Murabaha, Mudarabah, Istisna Sukuk. a very short and simplified manner in five below stages: - Certificate of Deposits 1. Due diligence and investment appraisal by a local authorized Contractual arrangements: investment bank - Buy back arrangements 2. Submission of application to the OIETAI - Civil partnership 3. Review of the application by the Foreign Investment Board - BOT schemes 4. Communication of the Draft License to the Foreign Investor 5. Issuance of the Investment License

2 www.novinib.com How to Indirect (non-strategic Investment) Invest in Iran Equity: - Listed companies In the exchange or OTC (traded by order or On-line) Mutual Funds: - Shares - Fixed income securities; All kinds of corporate, governmental, municipality’s sukuk such as Ijarah, Musharakah, Murabaha, Mudarabah, Istisna - Exchange Traded Funds Project specialized funds in real-estate and other sectors

www.novinib.com 3 Protective legislations

According to the Regulations governing in the foreign - Foreign entities shall have to submit the required investment in the exchanges and OTC markets, application information and documents to the TSEO organization procedures for foreign investment in Stock along with an application based on the forms Exchange simplified, however some restriction as follow prescribed by the organization so as to obtain a imposed: license for trading in securities on every exchange or - The number of shares owned by the total foreign OTC market. investors shall not exceed 20% of the total shares number of the companies listed on the exchange or Procedures on the OTC market or 20% of the shares number of 1. Submission of required forms and applications to the any company listed on the exchange or on the OTC SEO through a local authorized investment bank or a market. brokerage. - The number of shares owned by each foreign investor 2. Reviewing the documents by SEO in any company listed on the exchange or on the OTC 3. Issuing the trade license market shall not exceed 10% of the shares number of 4. Trade by order or On-Line such company 5. Opening a trading account within a brokerage

4 www.novinib.com Who We Are?

The NOVIN Investment Bank Group, affiliated mainly byEghtesad Novin and founded in 2008, is a full financial service provider, with an established network and proven successful experience in Iran.

We are a pioneer firm, utilizing a range of tailored for a diversified network of clients including Iran’s largest Oil & Gas, Petrochemicals, Power, and Communication, Civil & Construction, Steel, Transportation and other industrial and financial sectors.

We are a leading provider of merger and acquisition advisory services in Iran. With industry expertise, extensive transaction experience, we deliver and tailor services to our clients’ needs.

As an Iranian leading debt financing house, we provide our clients with best-in-class advisory and execution. We originate, structure and market debt instruments including loans, bonds and private debt placements.

Research is the foundation for everything we do for our clients. We provide original, fundamental insights and analysis for clients in the currency, interest rate, equity, credit and commodities markets.

www.novinib.com 5 Our Structure

Our major shareholders: Our subsidiaries: Eghtesad Novin bank Group(58%) Rayan Hamafza (IT Platform) (34%) Behshahr Group(10%) Novin Investment Bank Brokerage (67%) Askariyeh Credit Group(8%) Novin Investment bank Advisory (89%) Sakhteman Iran Investment Group (8%) Ghadir Investment Group (8%)

6 www.novinib.com What We Do? Helping companies to Grow

Corporate Asset Financial Research Brokerage Finance Management Software

Trade Macro & Financing Private Banking Trade Platforms Sector

Risk Management Mutual Funds Sales Mutual Funds Corporate Sector Coverage Sector

M&A

Business Development Products

www.novinib.com 7 Our References

Mining 2015 Transportation 2011 Machineries 2012 Telecommunication 2015 Infrastructure 2013

toSe’e MellI MInInG anD Mahan aIR BUtane teleCoMMUnICatIon MInIStRy of CIvIl InDUStRIeS CoMpany Airbus 300B4 – 605R CKDs for Production CoMpany of IRan, tCI Infrastructure Projects Two iron ore concentrate and Refinance of TCI Building pellet plants USD 55,000,000 USD 30,000,000 USD 12,000,000 USD 150,000,000 USD 50,000,000 IRR 1,629 bIn IRR 290 bIn IRR 301 bIn IRR 4,500 bIn IRR 1,200 bIn

First Istisna Sukuk in Iran First Ijarah Sukuk in Iran First Murabahah Sukuk in Iran Ijarah Sukuk Musharakah Sukuk 23% 3 Years 20% 4 Years 20% 2 Years 21% 4 Years 20% 4 Years

Underwriter & Underwriter & Lead Underwriter & Underwriter & Lead Underwriter & Market Maker Manager Market Maker Manager Market Maker Manager Market Maker Manager Market Maker Manager

Novin IB Novin IB سرمایه گذاری گروه توسعه ملی Novin IB Novin IB Novin IB سهامی عام

Petrochemicals 2012 Energy 2012, 2013 Infrastructure 2011, 2012,2013 Construction 2010 Energy 2011

peRSIan GUlf petRoCheMICal WateR & WaSteWateR Co. ShIRaz MUnICIpalIty alBoRz taat ConStRUCtIon eneRGy exChanGe InDUStRIeS Water Infrastructure Projects Municipality Infrastructure Projects Trade, sport and cultural center in Initial Public Offering Initial Public Offering west of Tehran

USD 7,000,000,000 USD 600,000,000 USD 300,000,000 USD 96,000,000 USD 16,000,000 IRR 230,000 bIn IRR 9,950 bIn IRR 5,550 bIn IRR 1,000 bIn IRR 200 bIn

Due Dilligence Musharakah Sukuk Musharakah Sukuk Certificate of Deposit Due Dilligence 20% 4 Years 20% 4 Years 17.5% 3 Years

Price Evaluator Underwriter Manager Lead Underwriter & Underwriter & Lead Underwriter Market Maker Manager Market Maker Manager

Novin IB Novin IB Novin IB City Bank of IRAN Novin IB Novin IB BANK SADERAT IRAN

8 www.novinib.com ... Our References

Infrastructure 2010 Banking 2010 Mining 2013 Petrochemicals 2013 Oil Bankering 2015

QazIvIn MUnICIpalIty Day BanK MIDhCo zanJan petRoCheMICal Bana GoStaR KaRaneh Municipality Infrastructure Projects Initial Public Offering 4 Mine Projects Capital injection evaluation Oil Purchase

USD 100,000,000 USD 193,000,000 USD 25,000,000 USD 37,000,000 USD 16,000,000 IRR 1,000 bIn IRR 2,000 bIn IRR 630 bIn IRR 1,113 bIn IRR 500 bIn

Musharakah Sukuk Due Dilligence Musharakah Sukuk Due Dilligence Murabahah Sukuk 20% 4 Years 20% 4 Years 21% 2 Years

Underwriter & Lead Underwriter Market Maker Manager Feasibility Study Underwriter & Market Maker Manager Market Maker Manager

Novin IB City Bank of IRAN Novin IB Novin IB Novin IB Novin IB tourism bank

Transportation 2012 Food 2014 Machineries 2011,2014 Banking 2012 Toruism 2009

JoopaR tRaInS GlUCoSan BUtane IRan CUltURal heRItaGe anD 293 Wagons 23500 Tons Corn Aluminum Radiator line & Building Initial Public Offering toURISM InveStMent Initial Public Offering

USD 35,000,000 USD 8,000,000 USD 53,000,000 USD 12,000,000 USD 20,000,000 IRR 415 bIn IRR 200 bIn IRR 1,130 bIn IRR 300 bIn IRR 200 bIn

Ijarah Sukuk Murabahah Sukuk Ijarah & Musharakah Sukuk Due Dilligence Due Dilligence 20% 4 Years 20% 4 Years 20% 4 Years

Underwriter & Underwriter & Lead Underwriter & Lead Underwriter Lead Underwriter Market Maker Manager Market Maker Manager Market Maker Manager

Novin IB Novin IB Novin IB Novin IB Novin IB Novin IB

www.novinib.com 9 ... Our References

Banking 2013 Cement 2015 Petrochemicals 2014 Insurance 2015 Banking 2012

KaRafaRIn BanK KURDeStan CeMent SepehR eneRGy teJaRat InSURanCe toURISM BanK Merger and Acquisitions New Production Line Merger and Acquisitions Initial Public Offering Initial Public Offering

USD 11,000,000 USD 17,000,000 USD 12,000,000 IRR 332 bIn IRR 500 bIn IRR 300 bIn

Due Dilligence Musharakah Sukuk Due Dilligence Due Dilligence Due Dilligence 22% 4 Years

Deal Evaluation Underwriter & Deal Evaluation Lead Underwriter Lead Underwriter Market Maker Manager

Novin IB Novin IB Askariye Credit Agency Novin IB Novin IB Novin IB

Banking 2013 Petrochemicals 2013 Metals 2014 Pharmecuticals 2013 Insurance 2014

KhalIJ faRS InteRnatIonal IRan alUMInUM GRoUp novIn InSURanCe Merger and Acquisitions tRanSpoRtatIon Capital injection evaluation Capital injection evaluation Initial Public Offering Merger and Acquisitions

USD 17,000,000 USD 20,000,000 USD 14,000,000 IRR 442 bIn IRR 600 bIn IRR 400 bIn

Due Dilligence Due Dilligence Due Dilligence Due Dilligence Due Dilligence

Deal Evaluation Deal Evaluation Feasibility Study Feasibility Study Lead Underwriter

Novin IB Novin IB Novin IB Novin IB Novin IB

10 www.novinib.com Our Funds

Mutual Fund 2009 Mutual Fund 2010 Mutual Fund 2011 Mutual Fund 2011 Mutual Fund 2010

yekom iranian atie novin nahal Sarmaye iranian tooS iranian novin Saman mutual Fund mutual Fund mutual Fund mutual Fund mutual Fund

irr 10,000 bin irr 2,000 bin irr 1,000 bin irr 2,000 bin irr 2,000 bin

Fixed Income Securities and Fixed Income Securities and Fixed Income Securities, Fixed Income Securities, Fixed Income Securities, Bank Deposits Bank Deposits Bank Deposits and Equities Bank Deposits and Equities Bank Deposits and Equities

Fund Administrator Fund Administrator Fund Administrator Fund Administrator Fund Administrator

Novin IB Novin IB Novin IB Sarmaye Bank Novin IB Askariye Credit Agency Novin IB

Mutual Fund 2011 Exchange-Traded Fund 2014 Mutual Fund 2014 Market Making 2014 Mutual Fund 2011

armaghan iranian Sepehr andiShe novin miad iranian novin piShro novin paydar mutual Fund mutual Fund mutual Fund market making Fund mutual Fund

irr 1,000 bin irr 1,000 bin irr 100 bin irr 500 bin irr 50 bin

Fixed Income Securities, Fixed Income Securities, Fixed Income Securities, Fixed Income Securities, Fixed Income Securities, Bank Deposits and Equities Bank Deposits and Equities Bank Deposits and Equities Bank Deposits and Equities Bank Deposits and Equities

Fund Administrator Fund Administrator Fund Administrator Fund Administrator Fund Administrator

Market Maker: Sepehr شرکت کارگزاری تامین سرمایه نوین Novin IB Novin IB Investment Bank Novin IB Novin IB

www.novinib.com 11 Board of Directors Executive Committee

Vali Nadi Dr. Nadi has a PhD in Accounting and is a visiting professor of accounting and finance. He is the current CEO of Novin and has been in the boards and executive committees of several companies in mining sector and financial institutes. Hasan Motamedi Dr. Farhad Hanifi Chief Executive Officer CEO of EN Bank CEO of Tose Melli Group & EN Bank Board Member Executive Managers

Masoud Mehrdadfar Dr. Ahmad Badri Credit Deputy of EN Bank PHD in Accounting Alireza Kadivar Masoud Gholampour Morteza Ahmadi Alireza Jalali Nasab Corporate Finance Research & Marketing Asset Management Private Banking

Dr. Gholamreza Zalpour Dr. Mansour Kanani Amiri

PHD in Finance & SEO High Deputy of Ghadir Investment Sasan Allahgholi Mohammad moradi Gholamhossain Ebrahim Council Member Ahmad Eshtiaghi Brokerage Advisory Administration Treasury

12 www.novinib.com Our Objectives

To help our clients to finance and manage their assets as well as their risks in order to accelerate their growth To create a universal ability to meet our clients needs, To provide fulfillment and development for our outstanding shareholder value and maximize their wealth on a sustainable basis To maintain the highest international standards of corporate governance and regulatory compliance To maintain solid capital adequacy and liquidity ratios To establish a disciplined risk and cost management culture To develop a cross-cultural meritocratic management structure To optimize staff development through business driven training and profit related incentive To contribute to the social and economic advancement of the communities in which we operate.

www.novinib.com 13 We Provide All Services You May Need to Invest in Iran

Head Office: Brokerage : Investment Advisory : No. 17, Azadegan St, Ghaem Magham No. 17, Azadegan St, Ghaem Magham No 3, Spepidar St., North Shahrdari BLVD, Farahani Ave., Tehran, Iran Farahani Ave., Tehran, Iran Gheysar Amin Pour Sq, Saadat Abad, Phone: +98 21 84341000 ext (101) Tel: +98 21 86791000 Tehran, Iran Fax: +98 21 88700775 Fax: +98 21 88720935 Tel: +98 21 26760313 Email: [email protected] Email: [email protected] Fax: +98 21 22383701 Website: www.novinib.com Email: [email protected]

Investment in Funds and ETF: Phone: +98 21 84341000 ext (102) Fax: +98 21 88700775 Email: [email protected] Website: www.sepehrfund.com WWW.novinib.com