2012 ANNUAL REPORT
            
            
              
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              GB Auto and its Subsidiaries (S.A.E)
            
            
              The Directors of GB Auto are pleased
            
            
              to present their Annual Report together
            
            
              with the audited consolidated financial
            
            
              statements for the year ended December
            
            
              31, 2012.
            
            
              Principal Activities
            
            
              GB Auto is a leading player in the MENA
            
            
              region’s automotive industry and is the
            
            
              holding company for a group of subsidi-
            
            
              aries operating at all levels of the value
            
            
              chain, including assembling, distributing
            
            
              and selling passenger cars and commer-
            
            
              cial vehicles, manufacturing semi-trailers
            
            
              and superstructures for trucks and buses,
            
            
              selling automotive components, motor-
            
            
              cycles and three-wheelers, tires, and con-
            
            
              struction equipment, as well as providing
            
            
              after-sales service through a nation-wide
            
            
              after-sales service network and consumer
            
            
              finance and microfinancing. The company
            
            
              owns and operates three manufacturing
            
            
              and assembly facilities, one for passenger
            
            
              cars, one for commercial vehicles, and
            
            
              another for buses.
            
            
              The detailed analysis by line of business
            
            
              is dealt with by management elsewhere in
            
            
              this Annual Report.
            
            
              Operating Results
            
            
              The consolidated group revenue for the
            
            
              year 2012 reached LE 8,290.15 million
            
            
              versus LE 7,415.29 million the previous
            
            
              year, an increase of 11.80%. The net profit
            
            
              for the year after accounting for minority
            
            
              interest was LE 217.80 million, a 14.25%
            
            
              rise from 2011.
            
            
              Dividends
            
            
              The shareholders will approve any profit
            
            
              distributions at the forthcoming Annual
            
            
              General Meeting.
            
            
              Directors
            
            
              The Directors of the company are shown
            
            
              beginning on page 38 of this Annual
            
            
              Report. Also provided is their industry
            
            
              background information. The Board is
            
            
              constituted of five Independent Directors
            
            
              and two Executive Directors.
            
            
              Corporate Governance
            
            
              The Board is committed to and provides
            
            
              oversight to the management of GB Auto
            
            
              and its subsidiaries, meeting at least three
            
            
              times each year. The Board has created
            
            
              a Corporate Governance Committee of
            
            
              four members, an Audit Committee of
            
            
              four independent directors along with
            
            
              representatives from company manage-
            
            
              ment, and a Remuneration Committee
            
            
              made up of four independent directors
            
            
              together with representatives from com-
            
            
              pany management.
            
            
              Employees
            
            
              The number of employees at GB Auto and
            
            
              its subsidiaries as of December 31, 2012
            
            
              was 5,881 including all subsidiaries and
            
            
              ventures.
            
            
              Shareholders
            
            
              The shareholding structure of the com-
            
            
              pany as of December 31, 2012 was: Dr.
            
            
              Raouf Ghabbour family and related par-
            
            
              ties 70.92%, while public ownership stood
            
            
              at 29.08%.
            
            
              The company is authorized to issue shares
            
            
              of up to 2% of the issued and paid-in
            
            
              capital to implement its employee and
            
            
              share-based incentive program.
            
            
              Annual General Meeting
            
            
              The annual general meeting will be held
            
            
              at 3:00 pm on 27 March 2013 at the Oasis
            
            
              Hotel, Km 4.5, Cairo-Alexandria Desert
            
            
              Road.
            
            
              Auditor
            
            
              A resolution will be proposed to reap-
            
            
              point Mansour & Co. Pricewaterhouse-
            
            
              Coopers as auditor and to authorize the
            
            
              directors to determine their remuneration
            
            
              at the Annual General Meeting.
            
            
              Approved by the Board
            
            
              27 March 2013
            
            
              Board Report
            
            
              
                GB Auto
              
            
            
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