Presentation at "GITEX Technology Week Global Conference", October 2009

1. Business Consolidation : Creating Value
Sanjay Uppal
Group Chief Financial Officer
Emirates NBD
18 – 22 October 2009
Dubai International Convention & Exhibition Center
Dubai. UAE

2. M & A activity is driven by diverse motivations
Synergies : Cost-reduction & revenue
enhancement
Diversification
Strategic Focus : Horizontal & vertical
integration
Financial purchase
Valuing considerations other than cash
Market share
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3. M&As make significant contributions to relative growth
– but most acquisitions tend to destroy relative value
A strong and well executed M&A strategy can
. . . but most acquisitions fail to create value
help companies realize growth . . .
Explanatory power for differences in Improvement in share price from T – 2 years to
company growth*, R², percent T + 2 years, adjusted for returns on MSCI World
Index***, %
Innovation**
Market 23%
growth Success
38% 39%
61%
Failure
39%
Inorganic activity
* Based on the time series growth regression of 54 large companies across a broad range of sectors
** Remainder including disruptive innovation and noise in regression analysis
*** Based on analysis around 1229 large deals executed before 2005
Source: SDC, Hoovers, Company reports, Analyst reports, McKinsey analysis 2

4. Key stages of M&A
Pre-transaction Execution Process Post-transaction
Target
g Transaction Post
Corporate M&A
C t identifica Launch merger Capability
C bilit
Execution building
strategy strategy tion mgmt
Process
Identify Value Negotiating for Value Delivering Value
Success of the Transaction depends on success at every stage, and
most importantly on ability to realize the expected value
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5. Realising the vision – Delivering the value
Valuation &
synergies
Due
Pre-transaction diligence
Post-transaction
Transaction
Execution
Target Process Post
Corporate M&A identifi- Launch merger Capability
strategy strategy cation mgmt building
Negotiation
g
Identify Value Negotiating for value Delivering Value
Focus shifts to well executed post merger management
Prioritization of high value & high risk areas
Integration of businesses & achieving synergies
Delivering the value
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6. Making it work : Delivering shareholder value
Strategy
gy
- Vision
- Mission
- Values
- Synergies target
y g g
Communication
- Employees
- Board Technology & Process
- Analysts Integration
- Regulators - Alignment to Strategy
- Rating agencies
g g - Technology choice
- Customers - Replacement
- Suppliers - Migration
- Shareholders - Process Review & Redesign
- General Public - Integration Planning
- Media
Organization & People
- Business Model
- Organization structure
- HR Policies
- Team building
- Realignment 5

7. The Experience
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8. We communicated the expected Value Creation
potential of the Merger : 12 July 2007
Summary of Synergies (AED m)
% of Smaller Base1
Synergies (2010) Total, AED m Projected Benchmark 2
Revenue 195 10.5% 5–10%
Costs 151 22.2% 14– 26%
1. As a % of NBD’s Base
2. Domestic M&A transactions
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9. Revenue Synergies
Source of Synergies % Total Basis / Rationale
• Greater share wallet and yield enhancement
• Cross sell for new product capabilities to increase fee
34% income
• Increased capacity for cross border risk due to larger
balance sheet
• Focus on cross selling amount major product categories
31% • Incremental revenue generated through market share
/pricing advantages and leveraging of the largest
distribution network in the UAE
• Greater penetration, particularly regionally. In larger
projects and financing deals, by leveraging balance
28% sheet and capital
• Expansion of client base and cross sell of new product
capabilities
4% • Improved cost of funding due to stronger capital base
3% • Improved sales due to integrated broader offering
100%
Significant revenue synergies dependent on successful IT & Operations integration
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10. Cost Synergies
Source of Synergies % Total Basis / Rationale
• Branch and ATM network consolidation.
34% • Integration of card acquiring business
• Pricing advantages on advertising / marketing spend
26% • Optimised Head Office and Group Functions
25%
• Reallocation of IT personnel from NBD to EBI IT
dedicated centre
• Reduced group capex spend
7% • Improved cost of funding due to stronger capital base
4% • Improved efficiency from integrated operations and IT
platform
3%
• Leveraging of existing Emirates Islamic Bank as
platform for unified Islamic offering
100%
Over 50% of cost synergies dependent on successful IT & Operations integration
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11. Effort during Integration followed 4 primary objectives
1 Maintain & improve customer service across
networks
2 Derive economies of scale & cost benefits
from consolidation
3 Control for / minimize risk during & after
transition process
4 Minimize disruption & impact on staff and
supporting entities
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12. A Phased approach to achieve our objectives
Customer
PRIORITY 1
BRANCHES ATM/CDM WEB MOBILE CALL Front end customer facing
SALES CENTRE channels have maximum
visibility & impact on
Customer service
PROCESSES PRIORITY 3
• Core Banking • Brokerage Common processes
• Trade Finance • ERP maximised through
• Treasury • IT Security common front-end &
back-end functionality /
systems
BACK OFFICE 3RD PARTY / VENDORS
PRIORITY 2 PRIORITY 4
Consolidations of volumes will Vendor services & relationship
remove duplication, drive consolidation to achieve better
economies of scale services & cost base
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13. H1 2009 : Achieved Synergies of AED 328m –
Ahead of 2009 full year target by 33%
250
Revenue Synergies 195
AED Millions 200
150 129 129
104 60%
100 65
50
0
2008 2009 2010
Total Synergies Cost Synergies 169
400 33% 372 151
328 150
69%
300 90% 246 109 118%
235 100
100
200
124 + 50
100 50
0 0
2008 2009 2010 2008 2009 2010
Target Actual H1
One-off Synergies
76%
144%
Note 1: Base used when computing synergy targets were 2006 financials
Note 2: Actual 2009 synergies represent annualised synergies achieved
in H1 2009
1212

14. Creating Value through consolidation
Focus on achieving expected value
Dedicated team in place before transaction closes
Plan, Plan, Plan
Timing is critical
Communication
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15. Business Consolidation : Creating Value
Sanjay Uppal
Group Chief Financial Officer
Emirates NBD
18 – 22 October 2009
Dubai International Convention & Exhibition Center
Dubai. UAE
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