Wateen Telecom “GREEN SHOE OPTION”

INITIAL PUBLIC OFFERING

GROUP MEMBERS: SHEIKH ZEESHAN,

SYED UMAIR JAVAID, USMAN KHURSHID, WAHAJ ZULFIQAR.

Wateen Telecom LimitedInitial Public Offering

Issuance of 110 million shares (20.85% of the total paid up capital) at an offer price of PKR 10/- per share with a Greenshoe option of 90 million shares to the

general public amounting to PKR 2,000 million

Advisor & Arranger

The Wateen Vision

• To be the leading Communication, Infotainment & Solutions service

provider in Pakistan

o Leading “Carrier’s Carrier” make Pakistan a “Regional

Communications, Infotainment & Solutions Hub”

o Lead a digital revolution & make “Broadband Pakistan” a reality

o Provide a unique customer experience & exceed customer

expectations

o Bridge the gap of “Affordability” and “Availability”

Key achievements

• With in a short span of time Wateen has achieved:

o The company has launched one of the world’s largest WiMAX (3.5 GHz)

network covering 22 cities and 1,100 sites across Pakistan

o Customer base of over 150,000 representing more than 60 percent of the

wireless broadband market

o 12,000 broadband customers over fiber with 2,700 corporate links

including 26 out of 31 commercial banks in Pakistan;

Major clients includeo Carrier: Warid, CM Pak for dark fibre, Telenor for managed capacity and

VSAT, Mobilink for OFC joint preventive measures

o Corporates: Clients include 26 Banks, 8 Media companies, 13 Telecos &

Carrier over 2,700 links in other corporates

Overview of Wateen’s Strategy

• Product portfolioo Create a balanced portfolio of products and services to ensure

Short & Medium term profit generation (such as LDI, Managed Capacity and Solutions);

Medium & Long term cash generation (such as WiMax); and Long term shareholder value enhancement (FTT(x) and Infotainment) Management of operational risk profile and optimization of cash flows

• Growth strategyo Product innovation and rapid time-to-marketo Leveraging infrastructure and cross / up selling from Wateen’s complementary

business lineso Strong resource base in Pakistan for local and international opportunitieso Alliances and partnerships with strategic vendors, brands and partners

• Customer focus and technological excellenceo Focus on customer satisfaction and experience through extensive CRMo Provide high quality service at affordable priceso Focus on consumer communities & industry (business markets) segmentso Technical excellence / understanding technical solution to meet commercial

needs

Financial Overview (Historic)

Historic financial performanceIncome statements

Historic financial performanceBalance sheets

Projected FinancialsIncome statements

Projected FinancialsBalance sheets

IPO Transaction - Overview

• WTL has proposed to issue additional 110,000,000 shares to

institutional investors and general public at a price of PKR 10/- per

share amounting to PKR 1,100 million with a Greenshoe option of

90,000,000 ordinary shares.

• The paid up capital of the Company will increase from PKR 4.174

billion to PKR 5.275 billion.

• The proceeds of the IPO will be utilized to:o retire long term financial obligations of the Company; ando acquire Wateen Solutions (Pvt.) Limited to make it a wholly owned

subsidiary.

IPO Transaction – Term sheet

Transaction Initial Public Offering of Ordinary Shares

Company Wateen Telecom Limited

No. of shares Up to 110,000,000 ordinary shares through IPOUp to 90,000,000 ordinary share through Green shoe Option

Issue price PKR 10/- per share

Issue amount PKR 2,000,000,000/-

Advisors and Arrangers Arif Habib Limited

Listing Karachi Stock Exchange (Guarantee) Limited (“KSE”)

Participants/Investors Institutional investors and general public

Underwriting commission We recommend 1.00% underwriting commission of the amountunderwritten. The amount will be payable at the time of execution of underwriting agreements.

Take-up commission 1.50% of the amount actually taken up by the underwriters

Utilization of IPO proceeds

• The Company has planned to raise funds through an IPO for:

a) Retirement of loan obligation WTL raised PKR 1.469 billion from commercial banks to

acquire new equipment to expand its operation;

b) Acquisition of its subsidiary company i.e. Wateen Solutions

(Pvt.) Limited (formerly National Engineers (Pvt) Limited).

Utilization of IPO proceeds (Wateen Solutions (Pvt.) Limited

• Incorporated in May 2004 with a name Microtech Links (Pvt.) Limited;• Provides telecom infrastructure solutions to corporate and Banks.• Existing shareholding structure of WSPL is:

• Wateen will acquire the remaining 49% stakes of WSPL from Mr. Jahangir Ahmed at a price of PKR 1,234.18 per share, amounts to PKR 490,000,000, to make it a wholly owned subsidiary.

• Par value of the share is PKR 100; whereas breakup value stands at PKR 452

• EPS for the year ending 30th June 2009 stands at PKR 327

Shareholder Shares PercentageWateen Telecom Limited 413,212 50.99%

Mr. Jahangir Ahmed 397,027 49.00%

Others 20 -

Total 810,259 100%

Annexure

Product portfolio - Retail

• Retail products Broadband Internet Wateen has revolutionized the way Broadband services are offered to the consumer. With service offerings

in more than 22 cities and an experienced set of individuals who specialize in WiMAX services, Wateen is miles ahead of newer WiMAX players. For the premium seeking market, Broadband services through HFC (Hybrid Fibre Coaxial) and GPON (Gigabit Passive Optical Network) in Lahore, Multan and Karachi in the near future, offer the consumer a unique taste of unmatched service excellence.

Data Portfolio Enterprise customers can enjoy a virtual private network (VPN) for provision of secure clear channel circuit,

which is offered in Layer 2, Layer 3 and Any-to-Any configuration to cater to various needs of different customers. The product is offered on multiple platforms and on various bandwidths so that various bandwidth requirements can be fulfilled, along with the flexibility of the client to request a change in bandwidth.

Telephony – consumer Wateen’s Fixed Line Telephony has been designed to meet and exceed the basic communication

requirement of every customer – an affordable and high quality telephone service. Leveraging Wateen’s longhaul network and its LDI operations, Wateen provides its customers with reliable and superior services. Wateen’s fixed line telephony seeks to enrich the ‘Telephony Lifestyle’ of its subscribers by offering them high quality services, user friendly call management features and empowering them through a self-care portal.

Wateen Audio Conferencing Wateen audio conferencing services allow home users with a hassle-free tool to communicate with anyone

and everyone in their social networks – speaking to many family members in different countries simultaneously or carrying out a group study session without ‘actually’ being present together is all easier than it sounds.

Key Suppliers & Partners

• Key suppliers of the Company are as follows:

• Motorola• Huawei Technologies• CISCO• IBM• Polycom• Microsoft• National Engineers System Integrators

Sponsors’ profile

• The Company enjoys a strong sponsorship of Warid Telecom International LLC and Bank Alfalah Limited;

• Both companies are backed by the Abu Dhabi Group;• Existing shareholding pattern of WTL is:

• Warid Telecom International LLC – 79.84%• Bank Alfalah Limited – 20.00% • Individual shareholders – 0.16%

Wateen’s Board members comprise of:

• H.H. Sheikh Nahayan Mabarak Al Nahayan – Chairman of the Board• Sheikh Saif Bin Mohammed Butti Al Hamid• Mr. Ahmed Darwish Dagher Al Marar• Mr. Bashir A. Tahir• Mr. Parvez A. Shahid• Mr. Abdulla Khalil Mohd Samea Al Mutawa• Mr. Khalid Mana Saeed Ahmed Al Otaiba

Sponsors’ profile

The Abu Dhabi Group• The Abu Dhabi Group (“the Group”) is one of the leading business

groups in the United Arab Emirates and is one of the largest foreign investor groups in Pakistan;

• Under the leadership of its Chairman His Highness Sheikh Nahayan Mabarak Al-Nahayan, the Group has grown to include diversified business interests ranging from banking and financial services, hospitality, construction, telecommunication services, real estate development and management, manufacturing and various other interests in industries such as sugar and healthcare;

• Over the past 10 years, the ADG has invested over USD 2.0 billion in Pakistan;

• In recognition of H.H. Sheikh Nahayan Mabarak Al Nahayan’s contribution to Pakistan, he was awarded with the Hilal-e-Pakistan, the highest civil award in the country in May 2005.

Industry overview

Content & Media• Approximately 13.0m TV set owners

o 90%+ urban penetrationo 75%+ rural penetration

• 5.2 million are Pay TV subscribers¹• Wholesale market of 600 cable operators and 4,000

loop operators¹• 1.5m active GPRS users²• Last year’s media spend estimated at $285m

Internet• DSL services were introduced in Pakistan in 2002

through revenue sharing agreements between PTCL and Dancom, Habib Rafiq International, Micronet and Multinet

• Main ISPs are Link Dot Net, Cybernet, Nexlinx, Micronet, Mobilink, Multinet, BrainTel and PTCL

• Wateen was the first operator to offer national WiMAX services (launched in Dec 2007)

• Internet users over 20 million with 4 million Internet subscribers

• Internet subscriber base is expected to grow to 5 million in medium term and 10 million in long term

• Current narrowband internet ARPU of $3-3.5 and Broadband ARPU of $15-20

¹ Asia Pacific Pay-TV & Broadband Market 2007 Report, PEMRA 2006² Internal market intelligence

Thank you