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ConnectingGlobal Markets

Annual Report 2012


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Manila (Philippines) Photo by Gilbert Manawat


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DP World Annual Report 2012

BUSINESS

OVERVIEW

Contents

Business Overview02. 2012 Review04. Chairmans Statement06. Our History08. Our Business10. Where We Operate12. Our Strategy14. Management Review21. 2012 Key Performance Indicators22. Corporate Responsibility26. Our People30. Case Study: Doraleh Container Terminal (Djibouti)32. Case Study: Nhava Sheva (India)34. Principal Risks and Uncertainties

36. Board of Directors

Corporate Governance38. Report of the Directors40. Corporate Governance47. Statement of Directors Responsibilities

Financial Statements48. Independent Auditors Report49. Consolidated Income Statement50. Consolidated Statement of Comprehensive Income51. Consolidated Statement of Financial Position52. Consolidated Statement of Changes in Equity54. Consolidated Statement of Cash Flows

55. Notes to the Consolidated Financial Statements

The creative talent of DP World employees is showcased in this Annual Report with many of the images included having been taken byour own people. Employees are credited accordingly.


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2012 Review

April 2012London, UK

On 23 April 2012, to mark the 175th anniversary ofthe founding of British maritime group P&O,DP World unveiled a prestigious and fascinatingbook telling the P&O story through the eyes of thosewho travelled with, worked for and managed P&Oover the years, richly illuminated by works from theofficial P&O Heritage Collection. Having acquired theP&O Group in 2006, DP World is the proud preserverof the P&O Heritage Collection which includes morethan 25,000 documents, paintings, photographs and

memorabilia dating back to the formation of P&Oin 1837.

June 2012UAE, Dubai

On 27 and 28 June 2012, DP World and the UAEMinistry of Foreign Affairs jointly convened thesecond UAE Counter-Piracy Conference under thetheme A Regional Response to Maritime Piracy:Enhancing Public-Private Partnerships andStrengthening Global Engagement. The conferenceparticipants welcomed the progress made incombating maritime piracy over the past year and

reaffirmed their commitment to strengthen thePublic Private Partnership in the search for asustainable solution to the issue of piracy.

May 2012Melbourne, Australia

In May 2012, DP World Melbourne commissioned eight new energyefficient diesel-electric straddle carriers with a total of 22 on site by theend of 2012. Based on the performance of the initial set of six over a 12month period, the diesel electric straddle carriers are operating at 11%lower fuel consumption than the existing diesel hydraulic straddlecarriers. The use of this energy-efficient equipment is important inreducing DP Worlds carbon footprint at Australias largest commercialport and provides greater container handling capacity.


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BUSINESS

OVERVIEW

November 2012Mumbai, India

DP World announced the receipt of the Letter of Award fromJawaharlal Nehru Port Trust, Government of India, to build and operatea single berth facility of 330 metres quay length alongside its existingterminal operation at Nhava Sheva, Mumbai (India). The new quay willbe equipped with four rail mounted quay cranes and twelve rubbertyred gantry cranes and is expected to be operational in 2015 with anannual handling capacity of 800,000 TEU1and a draft of 13.5 metres.

December 2012Dubai, UAE

In a special ceremony at Jebel Ali, Chairman H.E.Sultan Ahmed Bin Sulayem formally oversaw theinstallation of the last 65 tonne block whichcompleted the 2752 block foundation of theextended quay wall for the one million TEUexpansion of Jebel Ali Container Terminal 2. Theexpansion, scheduled to open for business in thesecond quarter of 2013, extends the quay wall by400 metres to 3000 metres, allowing thesimultaneous handling of six 15,000 TEU

mega-vessels.

December 2012London, UK

DP Worlds London Gateway received its first ship, which delivered fournew automatic stacking cranes. The automated cranes will operatethroughout the day and night and will therefore ensure a new level ofport reliability for the UK market. The stacking areas for shippingcontainers will have dedicated land-side and quay-side equipmentwhich means that road vehicles will always have equipment dedicatedto their needs.

1 TEU means twenty foot equivalent container units.


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Chairmans Statement

SULTAN AHMED BIN SULAYEM

CHAIRMAN

Dear Shareholders,DP World delivered profit for the yearof $749 million2following a strong yearof operational performance from itsglobal operations, prudent financialmanagement and proactivemanagement of assets within theportfolio whilst investing in the future

growth of the Company.Delivering an improvement in profits during what has been achallenging operating environment shows that our portfolio isfocused on the right markets, and on delivering the rightoperations and service to our customers.

This year, we have continued to actively manage our portfolio,managing our assets to maximum advantage, divesting non-coreor low return assets, and repaying debt. This has enabled us tomove capital into those markets where we see more profitablereturns whilst significantly reducing our leverage andstrengthening our capital base.

This has all been achieved without compromising our globalnetwork or compromising our focus on delivering world classcustomer service. When taking into account profit fromdivestments and monetisations, the profit attributable to ownersof the Company was $749 million.

We continue to invest in our portfolio with an additional 10million TEU becoming operational during 2013 and 2014. Thisnew capacity will come into markets where there is significantdemand for container terminal capacity, such as Brazil and theUAE, or where the existing infrastructure is insufficient to meetthe changing requirements of our customers, for example in theUK and the Netherlands.

Progress against strategyDP World continues to make good progress towards the deliveryof our strategy. With our focus on incremental revenue generationand improving operational efficiencies, as well as delivering newcapacity, we will drive profitable growth and deliver our longer-term objective of improving returns.

Following another strong performance in 2012, we remain ontrack to reach global capacity of 100 million TEU, 50% adjustedEBITDA3 margin and 15% return on capital employed4over themedium term, whilst retaining a strong capital base. We havegross capacity of 70 million with utilisation rates in excess of 80%.

In 2012, we reported an increase in adjusted EBITDA margin to45.1% and further improvement in return on capital employed to6.8%.

DP World has invested more than $6 billion to add over 20 millionTEU of operational capacity over the past five to six years and afurther 10 million TEU will be added in the next two years. Todaysresults are diluted by this significant investment. However, we willsee further improvement as this capacity matures and as wecontinue to focus on price improvements, cost management andefficiencies across the remainder of our portfolio.

Our balance sheet remains very strong. With another year of

strong cash performance, net cash flow from operations increasedto $1,231 million. The improvement in cash flow combined withthe proceeds of divestments or monetisations during 2012 hasresulted in lower net debt of $2,871 million as at 31 December2012. Our leverage (net debt to adjusted EBITDA) remains low at2.0 times, which gives us the flexibility to continue to invest innew opportunities whilst retaining a strong capital base.

In line with our strategy, DP World is focused on investing for thelong-term capacity requirements of our customers, whether it is indeveloped markets which do not have the efficiencies orcapabilities to handle the increasing size of vessels, or indeveloping markets, which have limited container port capacity tomeet their growing needs.

Qingdao (China) Photo by Mr Wang

2 Profit for the year attributable to owners of the Company after separately disclosed items.

3 Adjusted EBITDA is earnings before interest, tax, depreciation & amortisation before

separately disclosed items including share of profit from equity-accounted investees.

4 Return on capital employed is EBIT divided by total assets less current liabilities and

includes goodwill.


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BUSINESS

OVERVIEW

New projects at Embraport (Brazil), London Gateway (UK),Rotterdam (Netherlands) and NSCIT (India) as well as theexpansion of our flagship facility at Jebel Ali (UAE), will add asignificant amount of infrastructure to the DP World network.

A sustainable futureAs a Board, we believe it is a priority to integrate responsiblebusiness practices into our daily activities, allowing us to grow ourbusiness in a sustainable manner which is always consistent withour obligations to the communities and countries where weoperate.

In December 2012, DP World was recognised as the number onelisted company on the S&P/Hawkamah ESG Pan Arab Index forour performance against 200 environmental, social andgovernance metrics.

We factor in climate change and sustainability as we invest in bothnew capacity and our existing portfolio. Lower greenhouse gasesand the development of sustainable strategies are particularlyimportant, not just to port operators and shipping lines, butacross the global supply chain. Since 2009, our efforts to reducecarbon emissions have reduced our global carbon footprint by13%.

DP World plays a significant role in the communities in which weoperate and we strongly believe that it is our responsibility tocontribute to their long-term sustainability.

The Board views safety as an integral part of our businesssupporting the efficiencies of our operations. DP Worlds safetyrecord continues to improve and we are pleased to report furtherprogress in 2012 with the frequency of injuries per million hoursworked, or lost time injury frequency rates, falling by 9% against2011. This trend demonstrates our commitment to providing asafe and responsible work environment across the globe.

World Expo 2020DP World is delighted to support the UAEs bid to host the World

Expo 2020 in Dubai. With our global portfolio and internationalfamily of over 28,000 employees, DP World exemplifies thetheme of the UAE Expo bid: Connecting Minds, Creating theFuture.

DividendThe Board is recommending a full year dividend of 24 US centsper share (2011: 24 US cents per share). This comprises an increaseof 10% in the ordinary dividend to 21 US cents per share,supplemented by a special dividend of 3 US cents per sharereflecting the profit attributable to owners of the Company fromseparately disclosed items. This will result in a total dividenddistribution of $199 million reflecting continued confidence in ourability to generate cash and support our growth plans whilstmaintaining a consistent dividend payout.

Subject to approval by shareholders, the dividend will be paid on

30 April 2013 to shareholders on the relevant register as at theclose of business on 2 April 2013.

OutlookOperating conditions in each of our markets in the first twomonths of 2013 have been consistent with those experienced atthe end of last year and the economic environment continues toremain uncertain.

We remain confident about the long-term outlook of our industryand remain well positioned to deal with a changing economicenvironment as well as continue to focus on our established highstandards of service to customers.

EmployeesI would like to express my appreciation to the entire Board and toall of our colleagues around the world who have contributed toanother year of excellent results, ensuring DP World remains aleading global terminal operator. In addition, we thank all of ourpartners for their commitment. As we continue this excitingjourney, I look forward to sharing another year of growth andsuccess.

Sultan Ahmed Bin SulayemChairman

Southampton (UK) Photo by Steven Salmon


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Our History

First stage of Port Rashid (UAE)

was completed.

DPI won the management

contract for Djibouti Port,

expanding into Africa.

Jebel Ali Port (UAE) opened. DPI won the contract to operate

a new container terminal at

Visakhapatnam Port (India).

Port Rashid and Jebel Ali Port

merged to form Dubai Ports

Authority (DPA).

DPI entered Europe after

it won the contract to operate

a new container terminal at

Constanta (Romania).

Dubai Ports International (DPI)

was formed to export DPAs

success internationally.

DPI won the contract to manage

Jeddah Islamic Port (Saudi

Arabia).

DPI acquired CSX World

Terminals, expanding from a

regional to a global operator.

The deal completed in early

2005.

1972 1979 1991 1999 2000 2002 2003 2004


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BUSINESS

OVERVIEW

DP World acquired P&O and

became the third largest port

operator in the world.

DP World invested in Tianjin

Port (China) and started

construction at Doraleh

Container Terminal (Djibouti). It

also won the concession to

develop a new container

terminal at the Port of Callao

(Peru).

DP World started infrastructure

work at DP World London

Gateway (United Kingdom).

DP World officially inaugurated

DP World Callao (Peru).

The Company was listed on

NASDAQ Dubai.

DP World officially inaugurated

Terminal 2 at Jebel Ali Port,

Dubai (UAE) and signed an

agreement for the development

of Rotterdam World Gateway

(Netherlands).

DP World added Tarragona

(Spain), Dakar (Senegal) and

Sokhna (Egypt) to its portfolio.

DP World increased its

shareholding in Chennai (India)

and Karachi (Pakistan).

DPI was rebranded under the

name of DP World and

separated from DPA. Going

forward DP World was

responsible for all ports relatedcommercial activities.

Greenfield sites at Yarimca

(Turkey), Qingdao (China) and

Vallarpadam (India) were added

to the DP World portfolio.

DP World was contracted to

provide operations and

maintenance logistics for Pusan

Newport Company (South

Korea).

DP World opened new

terminals at Doraleh (Djibouti),

Algiers and Djen-Djen (Algeria)

and Ho Chi Minh City

(Vietnam). DP World entered a partnership

to acquire a majority stake in

the greenfield development of

Embraport, Santos (Brazil).

DP World opened its new one

million TEU (Phase 1) capacity

terminal at Vallarpadam (India). DP World expanded its portfolio

with two new terminals at

Paramaribo (Suriname).

DP World listed on the London

Stock Exchange.

DP World and Citi Infrastructure

Investors formed a strategic

partnership to manage and

operate five terminals in

Australia.

2005 2006 2007 2008 2009 2010 2011


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DP World

connectingglobal trade Southampton (UK) Photo by Andrew Sassoli Walker


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Group 5 Year Capacity GrowthTEU million

2008 2009 2010 2011 2012

Consolidated

Gross

31.0

55.5

34.4

59.7

35.1

64.1

33.6

69.4

34.7

69.7

Group 5 Year Volume GrowthTEU million

2008 2009 2010 2011 2012

Consolidated

Gross

27.8

46.2

25.6

43.4

27.8

49.6

27.5

54.7

27.1

56.1

BUSINESS

OVERVIEW

Our Business

Yantai (China) Photo by Li Bo

DP World is a global operator of container and marine terminals.With a network of more than 60 terminals spanning sixcontinents, DP World is one of the largest and mostgeographically diversified container terminal operators in theworld. It has a global capacity of 70 million TEU and handled over56 million TEU across its global portfolio during 2012. In 2012,DP World generated revenues of $3,121 million and EBITDA of$1,407 million.

DP World aims to enhance the supply chain efficiency of itscustomers by effectively handling container, bulk and generalcargo across its network. It also manages cruise terminals in the

UAE and Argentina. Its dedicated, experienced and professionalteam serves customers in some of the most dynamic economiesaround the world.

DP World operates its portfolio of container terminals throughlong-term concession agreements entered into with the owner ofeach port and with an average concession across the Group ofapproximately 40 years. DP Worlds portfolio also includes threefreehold terminals which do not attract a concession fee structure.

DP World continually invests in terminal infrastructure leading toincreased efficiency and profitability within the Groups terminals.Investment in terminal infrastructure can be advantageous for a

countrys Foreign Direct Investment, facilitating trade andinfluencing domestic production while enhancing communitydevelopment with the creation of local jobs. With the expansionof existing terminals and a pipeline of new developments,DP World is contributing to economic growth and developmentaround the world.

DP World is committed to working closely with its customers andjoint venture partners to deliver quality services today and to planfor the needs of customers tomorrow. Whether it is planning fornew developments such as enabling ports to handle the nextgeneration of ultra-large container ships or improving thereliability and efficiency standards to handle more containerssafely, DP World is a global business partner.


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Where We Operate

We operate our portfolio underthree regions:

Middle East, Europe and Africa Asia Pacific and Indian

Subcontinent Australia and Americas

Middle East, Europe and AfricaUAEDP Worlds UAE operation is at the core of the Groupsportfolio and is comprised of three terminals, including

its flagship facility at Jebel Ali (UAE), which is one of thelargest container terminals in the world. Jebel Ali isundergoing major expansion work adding 5 millionTEU, taking capacity to 19 million TEU.

Middle East (excluding UAE)The Group has two container terminals in twocountries, including a major new expansion project atSokhna (Egypt).

EuropeThe Group has thirteen container terminals in sevencountries and a number of inland terminals in Northern

Europe. In addition, it has development projects in theUnited Kingdom, Turkey, France and the Netherlands.

AfricaThe Group has six container terminals in four countries,

providing general and bulk cargo stevedoring. The Grouphas a new development project in Dakar (Senegal).

Asia Pacific and Indian SubcontinentAsia PacificThe Group has a network of ten container terminals in six

countries throughout the Asia Pacific area. Additionally, itoperates ATL Logistics Centre in Hong Kong.

Indian SubcontinentThe Group has five terminals in India and one inPakistan, and has the largest presence of any containerterminal operator in the Indian Subcontinent. TheGroup has a new development project in Kulpi (India)and another development in Nhava Sheva (India).

Australia and AmericasAustraliaThe Group manages a network of four containerterminals in Australia including Brisbane, Sydney,Fremantle and Australias busiest and largest containerterminal in the Port of Melbourne.

AmericasThe Group has five terminals in five countries. Inaddition, it has a new greenfield development in Brazil.

Container Terminals Non-Container Terminals New developments and major expansions


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BUSINESS

OVERVIEW

Map of DP Worlds portfolio as at 31 December 2012


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Our Strategy

Our strategic focusDP Worlds vision is to create sustainable value through globalgrowth, service and excellence. This vision is embodied in theGroups strategic focus which is to deliver sustained long-termvalue to our shareholders, by providing quality customer service,developing efficient, safe and secure methods of managing worldtrade and offering rewarding careers to our employees.

The ports industry serves as a vital economic lifeline and gatewayto a country by supporting the countrys economic growth,security and prosperity. By efficiently servicing vessels crossing theworlds oceans, ports play a significant role in contributing to a

countrys GDP,5reinforcing trade relationships, supportingeconomic diversification, building local knowledge and expertiseto increase a countrys competitiveness and also generatingemployment. Container ships transport around 60% of the valueof global seaborne trade, more than $4 trillion worth of goodsannually.6

Key influences driving the growth of our industry includeglobalisation, rapidly developing economies, urbanisation, theemergence of mega cities, containerisation, efficiency andchanging customer demands. We develop and adapt our strategyto take into account these global trends and their impact on ourindustry.

We believe our business will continue to deliver long-term value toour shareholders as it offers stable and long-term cash flows,relatively high growth rates, high barriers to entry, a globalnetwork which is managed locally, and world class operations andemployees.

We recognise health and safety and corporate responsibility as keyenablers that guide our activities and they are embedded withinour values. We are committed to creating a safe culturethroughout our portfolio and we recognise that governments,and the communities that they serve, focus on more than just themovement of cargo.

Our strategyOur strategy describes our plan to expand our portfolio ofworld-class infrastructure assets, to strengthen global supplychains and to generate sustainable economic growth, by focusingon key strategic priorities.

Southampton (UK) Photo by Andrew Sassoli Walker Jebel Ali (UAE)

DP World Vision

Sustainable value throughglobal growth, service

and excellence

DP World Mission

A global approach to a localbusiness environment whereexcellence, innovation andprofitability drive our core

business philosophyof exceptional

customer service

DP World Values:

Commitment to ourpeople and our customers

Profitable global growth Responsible corporate

and personal behaviour Excellence and innovation

Strategic priorities to achieve DP Worlds vision

FinancialOrganisation wide

strategies

Customer

Internal/Operational

People andLearning

Corporate Governance

Corporate Responsibility

Strategy Implementation

Communication

Driving sustained long-termshareholder value

Creating a satisfiedand profitablecustomer experience

Developing efficient, safe

and secure methods ofmanaging world trade

Creating a learning andgrowth environment

Figure 1 : DP Worlds Vision, Mission and Values

Figure 2 : DP Worlds Strategy Map

We define strategic initiatives that are organisation wide, as wellas strategic priorities to support our mission and values andachieve our vision. DP Worlds initiatives and priorities arereassessed on a regular basis to take into account the changingenvironment in which we operate, including changes in supplyand demand, competitive positioning, developments intechnology, environmental management and the availabilityof resources.


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BUSINESS

OVERVIEW

Mundra (India)

Our strategic prioritiesOur four strategic priorities are defined as:

1. Driving sustained long-term shareholder value by:i. setting challenging financial targets to drive an optimised

productivity strategy that encompasses best practices andutilises global synergies;

ii. actively managing our portfolio and ensuring access to thebest sources of capital for our business in view of itslong-term nature;

iii. strategically investing in core value-adding terminalbusinesses where we have management control and

exploring partnership opportunities; andiv. operating our portfolio of container ports through long-

term concession agreements.

2. Creating a satisfied and profitable customer experience by:i. being a leader in quality and reliability and delivering to our

customers the right capacity to meet the right demand.Going beyond the port gates when necessary to add value;

ii. growing sustainable high value customer relationshipsthrough our commitment to being a market leader ininvestment to address changing demands; such as investingto cater for the new ultra-large container ships;

iii. being a global operator with operating advantages and

efficiencies; andiv. being dedicated to providing exceptional customer servicethat maintains customer trust in our business.

3. Developing efficient, safe and secure methods ofmanaging world trade by:i. growing our portfolio sustainably and profitably by growing

the Groups portfolio in line with market driven volumegrowth and investing for the future;

ii. adopting an investment strategy that focuses on origin anddestination cargo and emerging markets where growth isstronger and we can add real value;

iii. managing risk and optimising business processes;iv. providing a safe and secure work environment; and

v. achieving operational excellence and encouraginginnovation in our business and industry.

4. Creating a learning and growth environment by:i. being the employer of choice, offering employees rewarding

careers and developing future generations;ii. creating an open work environment where our core values

are embedded; andiii. creating a learning culture that encourages employees to

share knowledge.

5 GDP means Gross Domestic Product.

6 These figures are reported by the World Shipping Council on their website

www.worldshipping.org as at 3 March 2013.

External engagementTo enhance our understanding of the drivers of the

demand and supply balance, and developments intechnology, corporate responsibility, environment andregulatory frameworks, we actively engage with leaders inthese fields. We have worked with the World EconomicForum (WEF) since 2010 and during 2012 we worked withthem on their Connected World project: TransformingTravel, Transportation and Supply Chains 2025. This projectis a multi-stakeholder project to identify and leveragelong-term opportunities for travel and transportation anddevelop scenarios for 2025. DP World has also worked withthe Global Agenda Council in Dubai in 2012, which bringstogether leaders from academia, government, business andother fields to share ideas on key global challenges and put

forward ideas and recommendations, to the WEF annualmeeting in Davos. Since 2011, we have worked with OxfordUniversity in the United Kingdom to lead scenario planningworkshops for the Universitys MBA programme with theaim of engaging with tomorrows leaders and discussinglong-term strategy and responses to future industrychallenges.


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Management Review

Global trade lies at the heart of DP Worlds business. Ensuring ourports are well placed to capture current and future trade flows isessential to our success and creating value for all stakeholders.

The patterns of global trade continue to evolve as the balance ofeconomic activity shifts to the south and the east and emergingmarkets take an increasing share of world economic activity.

Figures from the United Nations Conference of Trade andDevelopment show that in 2011, developing countries had a40.4% share of global manufactured exports. In some categoriesthe export market share of these countries grew by over 30

percentage points in only 15 years.

While industrialised Asian countries still dominate these trends,one of the growing patterns is for increased intra-regional trade.Over the 2000-2010 period, south-south exports grew from 13%to 23% of world trade. China-India trade has more than doubledsince 2007 and Africa is also an increasingly important part of thepicture. Trade between China and Africa is likely to be over $200billion in 2012. The World Trade Organisation has suggested atthis rate of increase 25% year on year Africa could, withinthree to five years, surpass the EU and US to become Chinaslargest trade partner.

Another factor at play is the Made in the World phenomenonas manufacturing processes continue to become global;developing countries increasingly act as producers and markets foreach other. World Trade Organisation figures show almost 60%of trade in goods is in intermediate goods with the averageimport content of exports around 40%.

With manufacturing continuing to shift to cheaper locations,middle class consumers in the emerging markets are playing anincreased role in global demand for goods. These trends are set tocontinue.

To date, however, port development has not kept pace with thesechanges. Volume growth has been almost double the rate of new

capacity growth, resulting in a significant lack of global containerterminal capacity today.

Shortage of capacity is further exacerbated by the fact that muchof the developed world port capacity is over 30 years old andincreasingly no longer fit for purpose. This point takes onincreased relevance with the arrival this year of a new breed ofultra-large container ships at 18,000 TEU. These vessels arearound 400m in length, which is larger than the average 300-350m container berth.

The shift to these new vessels by our customers, the shippinglines, represents a significant operational change on the Asia toEurope routes. This in turn has led to a cascade of sub 8,000 TEUvessels being deployed on smaller or emerging trade routes,

which can add further to bottle-necks because many of thesmaller emerging market ports are not yet capable of handlingthese larger vessels.

Meanwhile, cargo owners are increasingly focused on short leadtimes and real time inventories, pushing port operators to improveterminal efficiencies to move goods along the supply chain morequickly. Our investment in London Gateway for example isexpressly for this reason, to improve the efficiency of the UKsupply chain.

Responding to these different operating challenges is critical tofulfilling our customers requirements and ensuring an efficient

supply chain. We do this through implementing processes,training and efficient equipment. We are very focused oninvesting to improve the reliability and performance of ourcontainer terminals for the benefit of our customers and we arealready seeing results. In Dakar (Senegal) for example truckturnaround time has decreased from 8 hours to 45 minutes, inDubai (UAE) it has reduced to 25 minutes and in Constanta(Romania) to 21 minutes. This allows a higher number of deliveriesand pick ups each day and helps reduce congestion in port cities.

With the average life of a container port concession across theindustry in excess of 30 years, DP World must take a long-termview in positioning the Company to respond to these trends.

In 2012 we have focused on our existingoperations through the delivery ofexceptional customer service fromimproved efficiencies in our terminals.This has allowed us to deliver goodrevenue growth and manage costs,resulting in a significant improvement inadjusted EBITDA margin to 45.1%.MOHAMMED SHARAF

GROUP CHIEF EXECUTIVE OFFICER


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BUSINESS

OVERVIEW

Over the past five to six years DP World has invested more than$6 billion adding over 20 million TEU of new capacity andgrowing ahead of the market. Our investment has focused onensuring we have the capacity to match customer needs by:

matching investment to changing trade lanes (such as in Africa,Turkey, Latin America);

matching investment for larger vessels (such as in LondonGateway and Jebel Ali ); and

matching investment to emerging market growth (such as inIndia).

The investment we are making now will ensure we are the bestpositioned port operator to respond to these significant changesto the global supply chain. We are already one of the best placedterminal operators to handle these larger vessels across ourportfolio. We handled 1,283 ultra-large container ships globally in2012, 72% more than last year. This has driven higher utilisationacross our portfolio and increased our market share.

By 2015 we expect to have approximately 85 million TEU ofcapacity globally, with 30% of our capacity in the Middle East andAfrica, markets that are forecast to grow significantly. Our aim by2020 is to be operating 100 million TEU of capacity, retaining our10% market share and our 75% focus on emerging markets.

Uncertainty persists in the global economic outlook. Volumes onmajor trade routes such as Asia to Europe will come under stressduring 2013 owing to a weak Eurozone economy. However, theDP World geographic network positions us effectively to take

advantage of the strong intra-Asia trade and Middle East trades,the growing African market and the relatively stable markets ofthe Americas. We see plenty of opportunity to further expand ourportfolio with an emphasis on emerging markets in Africa, Centraland South America and Asia.

Operating and financial reviewThis year, we have focused on our existing operations through thedelivery of exceptional customer service from improvedefficiencies in our terminals. This has allowed us to deliver goodrevenue growth and manage costs, resulting in an improvementin adjusted EBITDA margin to 45.1%.

Whilst the operating environment has remained challenging insome of our regions, it is the strength of our operations in Africa,Middle East, South America and Asia which has supported ourimprovement in adjusted EBITDA to $1,407 million.

In 2012, we continued to actively manage our portfolio,strategically divesting or monetising some of our terminals. Thismakes a comparison with the prior year more challenging. Like forlike growth at constant currency, where referenced below, is abetter comparison as this is without the addition of (a) newcapacity at Paramaribo (Suriname) (b) divested equity-accountedinvestees Tilbury (UK), P&O Trans Australia (POTA), Aden (Yemen),

Adelaide (Australia), Vostochny (Russia) and DMS (P&O Maritime)(c) the deconsolidation of our five Australian terminals and (d) theimpact of exchange rates as our financial results are translatedinto US dollars for reporting purposes.

Karachi (Pakistan) Photo by Raheel Khan Qingdao (China) Photo by Mr Cheung

USD million before separately disclosed items7 full details on page 49 onwards 2012 2011%

change

Consolidated throughput8 (TEU 000) 27,097 27,471 (1%)

Revenue 3,121 2,978 5%

Share of profit (loss) from equity-accounted investees 134 142 (6%)

Adjusted EBITDA 1,407 1,307 8%

Adjusted EBITDA margin 45.1% 43.9%

Profit for the year attributable to owners of the Company 555 459 21%

7 Before separately disclosed items primarily excluded non-recurring items.

8 Consolidated throughput is 100% of the throughput from all terminals we operate regardless of % ownership.


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Management Review continued

Revenue from our consolidated terminals was $3,121 million, 5%ahead of the prior year. Containerised revenue accounted for 77%of our total revenue and was $2,411 million for the year, 2%ahead of the previous year. In spite of the 1% decline inthroughput, container revenue per TEU increased 4% as wefocused on handling higher revenue container volumes andimplemented price increases particularly in the Middle East,Europe and Africa region. Non-container revenue was $710million, 14% ahead of the prior year and accounted for 23% oftotal revenue.

During the year we divested a number of terminals from our

equity-accounted investees portfolio, in particular in the MiddleEast, Europe and Africa region. Our share of profit from equityaccounted investees was lower than last year at $134 million.However, excluding these divestments, the portfolio performedwell, delivering 9% like for like growth at constant currency asterminals in the Americas and Australia region, and Middle East,Europe and Africa region performed strongly.

Adjusted EBITDA continued to improve reaching $1,407 million,an increase of 8%, due to strong growth in the Middle East,Europe and Africa region. Adjusted EBITDA margin expanded to45.1% as utilisation rates improved to over 80%, terminalefficiencies improved and we maintained good cost discipline.

Profit for the year attributable to owners of the Company, beforeseparately disclosed items, was $555 million and 21% ahead ofthe prior year following the increase in adjusted EBITDA growth

and a $17 million reduction in net finance costs, depreciation andamortisation from the prior year.

On a like for like basis at constant currency,9revenue was 10%ahead and adjusted EBITDA was 11% ahead of the prior year.

During 2012, we invested $685 million across our portfolio. Thiswas significantly lower than expected as some of our plannedcapital expenditure in 2012 will now come in 2013. This will notimpact the timing of the delivery of new capacity, but is simply afunction of when equipment is invoiced and paid for.

Investment in new developments accounted for approximately57% of our total capital expenditure with the majority focused onour new development at London Gateway (UK), which will openwith 1.6 million TEU of capacity in the fourth quarter of 2013.

Expansion of existing facilities accounted for 27% of our totalcapital expenditure, supporting the expansion of Jebel Ali wherean additional 1 million TEU is on track to open at Terminal 2 in2013 and a further 4 million TEU is due to open at Terminal 3 in2014.

Middle East, Europe and AfricaThe Middle East, Europe and Africa region delivered an excellent

performance with a 19% improvement in adjusted EBITDA, andfurther improvement in adjusted EBITDA margin to 48.3% asboth container revenue per TEU and non-container revenueincreased. This reflects the strategic positioning of our terminals

Hong Kong (China) Photo by Wong Chi Kong Jebel Ali (UAE) Photo by Joel Naguiat

Middle East, Europe and Africa

USD million before separately disclosed items 2012 2011%

change

Consolidated throughput (TEU 000) 19,202 19,110 1%

Revenue 2,112 1,884 12%

Share of profit (loss) from equity-accounted investees 24 14 69%Adjusted EBITDA 1,021 861 19%


9 Like for like growth at constant currency, is without the addition of (a) new capacity at Paramaribo (Suriname) (b) divested equity-accounted investees Tilbur y (UK), P&O Trans Australia (POTA), Aden

(Yemen), Adelaide (Australia), Vostochny (Russia) and DMS (P&O Maritime) (c) the deconsolidation of our five Australian terminals (d) and the impact of exchange rates as our financial result s are

translated into US dollars for reporting purposes.


19/10817


BUSINESS

OVERVIEW

toward the stronger economies with a focus on the origin anddestination markets and compensates for weaker trade acrosscontinental Europe.

Revenue was $2,112 million, 12% ahead of the prior year ascontainer volumes increased 1% and container revenue per TEUincreased 10% following price increases in this region. Non-container revenue increased 19% to $493 million, primarily drivenby the UAE where we saw an increase in demand related toconstruction, tourism and roll-on roll-off cargo.

Our share of profit from equity-accounted investees increased to

$24 million as a stronger performance from the Africa and MiddleEast terminals mitigated a weaker performance in European portswhere volumes softened and recent divestments impacted ourshare of profit.

Adjusted EBITDA was $1,021 million, 19% ahead of 2011 as theincrease in revenue combined with improved productivity, higherutilisation and good cost management resulted in higher adjustedEBITDA margin of 48.3%.

The UAE region delivered another excellent performance withcontainer revenue per TEU increasing by 18%. This growth inrevenue is as a result of proactive pricing measures for both

container stevedoring and container storage. Non-containerrevenue grew by 28% as the region continued to benefit from animprovement in economic performance, driven by the tourism andretail sectors and an increase in the number of infrastructureprojects.

Investment in our Middle East, Europe and Africa portfolio was$575 million during 2012. This investment was focused on LondonGateway (UK), which will open with 1.6 million TEU in 2013, andthe extension of Jebel Ali (UAE) where an additional 1 million TEUat Terminal 2 will open in 2013 and 4 million TEU at Terminal 3 isexpected in 2014.

During the year, some of our Europe and Middle East equity-accounted terminals were divested as we took the opportunityto recycle capital into high return businesses in faster growingmarkets where we have management control.

Divestments included container terminals in Tilbury (UK), Aden(Yemen) and Vostochny (Russia). In addition, as part of arestructuring in Antwerp (Belgium), we divested our break bulkfacility to focus on container terminal operations. Excluding thesedivestments, like for like revenue growth at constant currency10was 13% ahead of the prior year and adjusted EBITDA was 20%ahead.

Asia Pacific and Indian SubcontinentThe Asia Pacific and Indian Subcontinent region took a strategicdecision to focus on handling a smaller number of higher margincontainers. Whilst this has reduced revenue and adjusted EBITDA,adjusted EBITDA margin increased to 65.6%. The region was also

impacted by unfavourable currency movements.

Revenue across the region fell 9% to $457 million due to thereduction in container volumes, lower storage revenue in Karachi(Pakistan) and unfavourable currency movements. Non-container

We remain confident about the long-term outlook of our industry and remain wellpositioned to deal with a changing economic environment as well as continueto focus on our established high standards of service to customers.

Asia Pacific and Indian Subcontinent

USD million before separately disclosed items 2012 2011%

change

Consolidated throughput (TEU 000) 5,401 5,578 (3%)

Revenue 457 500 (9%)Share of profit (loss) from equity-accounted investees 111 117 (6%)

Adjusted EBITDA 299 322 (7%)


10 Like for like growth at constant currency normalises for the divestments or monetisation of Tilbury (UK), Aden (Yemen), Vostochny (Russia) and the translation impact of exchange rates.


20/10818



revenue improved 8% to $63 million as we saw a greatercontribution from our rail service in India and non-containerrevenue in some Indian ports.

Whilst our portfolio of terminals accounted for as equityaccounted investees performed well in 2012, the comparison withthe prior year was impacted by higher profit in 2011 from aone-off government rent and rates refund in Asia. Excluding this,profit from our portfolio of equity-accounted terminals wasslightly lower than the prior year.

Adjusted EBITDA was $299 million, 7% lower than last year on

account of the lower revenue and lower contribution from ourshare of profit from equity accounted investees. However, ourdecision to focus on higher margin containers in India has resultedin higher adjusted EBITDA margin of 65.6%.

Excluding unfavourable currency movements, like for like revenuegrowth at constant currency11declined 3% and adjusted EBITDAdeclined 6% when compared with the prior year.

On 7 March 2013, DP World entered into a strategic partnershipwith Goodman Hong Kong Logistics Fund, monetising 75% of itsinterests in CSX World Terminals Hong Kong Limited (CT3), whichoperates berth 3 of the Kwai Chung Container Terminal (CT3) and

ATL Logistics Centre Hong Kong Limited (ATL), a logistics centrelocated alongside CT3. As part of the strategic partnership, DPWorld will continue to manage the port operations. Completion,subject to regulatory approvals, is expected to be towards the endof the first half of 2013.

On the same day, DP World divested all of its interest in AsiaContainer Terminals Holdings Limited, the holding company of theentity that owns and operates Asia Container Terminal 8 West(CT8).

The total consideration for the two transactions was $742 millionand the total net gain is expected to be approximately $151million, subject to transaction costs and currency movements.

Australia and AmericasOur terminals in the Americas and Australia region delivered astrong underlying12revenue performance in 2012. However this

has not been converted into equally strong adjusted EBITDAgrowth due to weaker results from our equity-accountedinvestees which were impacted by pre-operational costs inEmbraport (Brazil) and the impact of one-off non-core expensesin the region.

Revenue was $553 million for the year, down 7% due to thedeconsolidation of Australian terminals from 12 March 2011.On an underlying basis this was 14% ahead, reflecting a 4%improvement in container revenue per TEU and a 3%improvement in non-container revenue.

We reported a loss of $1 million on our share of profit from

equity-accounted investees. This was due to the higher interestcosts associated with the new capital structure in relation to ourjoint venture in Australia, pre-operational expenses in relation toour new development in Embraport (Brazil) and the exclusion ofprofit from P&O Trans Australia (POTA) and Adelaide (Australia),which were divested in 2011 and 2012 respectively.

Australia and Americas

USD million before separately disclosed items 2012 2011As reported

% changeUnderlying% change

Consolidated throughput (TEU 000) 2,494 2,782 (10%) 12%

Revenue 553 594 (7%) 14%

Share of profit (loss) from equity-accounted investees (1) 10 (110%) (7%)Adjusted EBITDA 166 203 (18%) 2%


11 Like for like growth at constant currency normalises for the translation impact of exchange rates.

12 Underly ing change shows what the % year over year change would have been had the five terminals in Australia continued to be consolidated in DP Worlds accounts from 1 January 2012 to

11 March 2012 and allows a better comparison with the prior period.

Last year was also an important period in terms of progressing the delivery of fourmajor development projects around the world. The first of these will come onstream in the next few months at Jebel Ali (UAE), with Embraport (Brazil) andLondon Gateway (UK) opening later this year. The fourth, the new terminal atJebel Ali, is well underway and set to open next year.


21/10819


BUSINESS

OVERVIEW

Adjusted EBITDA was $166 million, down 18% on a reportedbasis principally due to the deconsolidation of Australian terminalsand divestments. On an underlying basis adjusted EBITDA was 2%ahead as we continued to grow underlying revenue and maintaingood cost control. The adjusted EBITDA margin of 30% wasdiluted by the loss of profit from equity-accounted investees.

Like for like revenue growth at constant currency13was 11%ahead of the prior year as volumes grew 10% and adjustedEBITDA decreased 3%.

Capital expenditure

During 2012, we invested $685 million across our portfolio. Thiswas significantly lower than expected as some of our plannedcapital expenditure in 2012 will now come in 2013. This will notimpact the timing of the delivery of new capacity, but is simply afunction of when equipment is invoiced and paid for.

Our three year forecast for capital expenditure between 2012 and2014 remains at $3.7 billion with the expectation of investingapproximately $1.8 billion and $1.1 billion in 2013 and 2014respectively. From 2015 onwards we expect capital expenditure,including maintenance capital expenditure, to significantly reduce.

Investment in new developments accounted for approximately

57% of our total capital expenditure with the majority focused onour new development at London Gateway (UK) which will openwith 1.6 million TEU of capacity in the fourth quarter of 2013.

Expansion of existing facilities accounted for 27% of our totalcapital expenditure, supporting the expansion of Jebel Ali Portwhere an additional 1 million TEU is on track to open at Terminal2 in 2013 and a further 4 million TEU is due to open at Terminal 3in 2014.

Alongside these larger capital investment projects, additionalcapital expenditure was focused on our existing portfolio toensure that our terminals are improving efficiencies andproductivity.

Net finance costsAs at 31 December 2012, gross debt was $4.8 billion and cashbalances were $1.9 billion.

In April 2012, we repaid a $3 billion syndicated loan facility usingsome of the cash held on our balance sheet. The repayment ofthe loan facility resulted in lower finance costs of $364 million forthe year and reduced finance income of $75 million. Net financecosts of $289 million remained broadly in line with the previousyear.

Interest Cover (adjusted EBITDA and net finance costs) improvedto 4.9 times in 2012.

TaxationDP World is not subject to income tax on its UAE operations. The

tax expense relates to the tax payable on the profit earned byoverseas subsidiaries, as adjusted in accordance with taxation lawsand regulations of the countries in which they operate. For 2012,DP Worlds income tax expense was $73 million before separatelydisclosed items.

The effective tax rate before separately disclosed items was14.9%, lower than the prior year, due to a change in the mix ofour profit.

Profit attributable to non-controlling interests (minorityinterest)Profit attributable to non-controlling interests (minority interests)

was higher than the prior year at $80 million due to a strongerperformance in those terminals where there is a larger non-controlling interest.

The key terminals where we have non-controlling interest in 2012are CT3 (Hong Kong), Doraleh (Djibouti), Karachi (Pakistan),Buenos Aires (Argentina) and Southampton (UK).

Separately disclosed itemsIn 2012, DP World reported separately disclosed items of $192million. This comprised $249 million profit on sale of businessesand our share of profit of equity-accounted investees. Theseprofits were netted off against impairment of assets andrestructuring costs, ineffective interest rate swaps and currency

options and income tax expenses.

Saigon (Vietnam) Photo by Long Le Duong Saigon (Vietnam) Photo by Long Le Duong

13 Like for like growth at constant currency normalises for the divestments or monetisation of Australia, P&O Trans Australia, Adelaide (Australia), DMS (P&O Maritime, Australia), new capacity at

Paramaribo (Suriname) and the translation impact of exchange rates.


22/10820



Balance sheetIn 2012, total assets reduced to $16.4 billion as cash balancesdecreased due to the repayment of debt using cash from thebalance sheet. Total equity increased to $8.7 billion due to anincrease in retained earnings.

The Groups investment in equity-accounted investees reduced to$3.3 billion as we made a number of divestments from thisportfolio during the year.

Cash flowNet cash from operating activities was $1,231 million, an increase

of $251 million over 2011 due to better performance from ourterminals.

Net debtAs at 31 December 2012 net debt was $2.9 billion (gross debt of$4.8 billion and cash of $1.9 billion). This compares with a netdebt of $3.5 billion as at 30 June 2012. Net debt is significantlylower due to increased net cash from operating activities, andproceeds from divestments.

Long-term corporate bonds totalled $3.25 billion, made up of$1.75 billion 30-year unsecured MTN due in 2037 and $1.5 billion10-year unsecured sukuk due in 2017. In addition we have $1.5

billion of debt at the subsidiary level.

Leverage (net debt to adjusted EBITDA) decreased to 2.0 times.Following the transactions in Hong Kong, our leverage will reducefurther.

Return on capital employedIn 2012, we reported an improvement in return on capitalemployed (EBIT divided by total assets less current liabilities) to6.8%.

DP World has a portfolio of long-term assets with an averageconcession life of approximately 40 years. As at the end of 2012,26% of our capacity was less than five years old and we have fourmajor projects at pre-operational stage of development. Thismeans a significant proportion of our assets are some way fromdelivering maximum potential EBIT which dilutes the overallreturns. However, as this capacity becomes operational and

matures we expect our returns to make steady progress towards15%.

Mohammed SharafGroup Chief Executive Officer

Yuvraj NarayanChief Financial Officer

Hong Kong (China) Photo by Wong Chi KongAntwerp (Belgium) Photo by Ronny Vanpachtenbeke


23/10821


2010 2011 2012

8.88.0

7.3

Per million hours worked

2010 2011 2012

1240 1307

1407

US$ million

2010 2011 2012

40.343.9 45.1

%

2010 2011 2012

374

459

555

US$ million

2010 2011 2012

45

8290

US$ cents

2010 2011 2012

4.4

6.06.8

%

BUSINESS

OVERVIEW

2012 Key Performance Indicators

Frequency of lost time injuries

7.3LTIFR (frequency of lost time injuries) is defined as the frequency of injuries per million hoursworked.

DP World is committed to ensuring the safety of our employees and contractors.

Adjusted EBITDA

$1,407 millionGrowing adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) is a keymeasure of value delivered to shareholders. EBITDA is calculated including our share of profitfrom joint ventures and associates on a basis which excludes separately disclosed items.

Adjusted EBITDA margin

45.1%The adjusted EBITDA margin is based on EBITDA (earnings before interest, tax, depreciation andamortisation) calculated including our share of profit from joint ventures and associates.

Profit attributable to owners of the Company

$555 millionProfit attributable to owners of the Company is before taking separately disclosed items intoaccount and excludes any profit attributable to non-controlling interests (minorities).

Earnings per share (cents)

90 centsEPS (earnings per share) is calculated by dividing the profit after tax attributable to owners ofthe Company (after separately disclosed items) by the weighted average shares outstanding. TheEPS figure for 2010 has been adjusted for the share consolidation in May 2011.

Return on capital employed

6.8%Return on capital employed is EBIT (earnings before interest and taxation) before separatelydisclosed items as a percentage of total assets less current liabilities.


24/10822


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Corporate Responsibility

Corporate responsibility at DP WorldDP World plays a significant role in the communities in which weoperate. As a world class business integral to the supply chain ofour customers, we act with integrity in the development ofsolutions for our customers and partners, leveraging the talent ofour employees to contribute to a sustainable future.

Our objective is to integrate responsible business practices intoour daily activities, growing our business in a sustainable mannerand maintaining our commitment to corporate responsibility. Wework with our customers, suppliers and communities to identifysustainability challenges and develop partnership opportunities.

During 2012, significant progress was made in integratingcorporate responsibility principles throughout DP Worlds businessstrategy with the development of a corporate responsibilitystrategy and the establishment of a corporate responsibilitychampions network designed to ensure alignment of regional andbusiness unit activities with our strategy. An overarchingCorporate Responsibility Advisory Committee, chaired by theGroup Chief Executive Officer, was also formed in 2012 to assist inthe review of policies, procedures and the implementation ofDP Worlds corporate responsibility strategy.

We recognise that our global reach brings diversity. Rather than

applying a uniform policy across the jurisdictions in which weoperate, DP Worlds corporate responsibility strategy is based onthe four quadrants of community, environment, people and safetyand marketplace. The strategy is adapted to suit the local needs ofeach community. This approach provides consistency, yet enableseach business unit to provide the greatest benefit to thecommunities in which they operate.

The four quadrant approach at DP WorldDP World adopts the four quadrant approach to its corporateresponsibility strategy:

Community: Community engagement plans are developed bythe business units, to align our efforts with the needs of ourpeople, their community and the business. This kind of approachenables DP World to identify areas of greatest social need, whatmatters most in any community and how we can developpartnership plans. This engagement is guided by the Groupscommunity investment framework which was launched in 2012 toprovide business units with support and a principled approach fordeveloping strategic and effective community partnerships.

A full review and data collection exercise was also conductedduring 2012 to understand our community reach which will helpus plan further activities in 2013. This will become an annualproject to help us map trends and identify focus areas requiring

support.

Karachi (Pakistan) Photo by Shahid Hameed Siddiqui Callao (Peru)


25/10823


London Gateway (UK)

BUSINESS

OVERVIEW

Antwerp (Belgium) Photo by Kenny Verhoeven

Environment: As a global organisation, DP Worlds focus is ondelivering responsible environmental management. We constantlyseek to improve our understanding of our environmental impactand the risks and opportunities related to our operations. We takean active role and are continually working to reduce ourenvironmental impact with an overarching goal of avoiding or,where this is not possible, minimising our environmental footprintwhile also contributing to lasting environmental benefits acrossthe regions we operate in.

Environmental protection and management is considered in all ofour activities with impact reduction initiatives being prioritised to

direct resources to where the greatest environmental return canbe realised. In addition, we constantly challenge our operations toreduce greenhouse gas emissions through improved energymanagement across our operations, reduce pollution, improvenatural resource management and enhance biodiversity. Theenvironmental progress of each business unit is consolidated forreporting and reviewed by the Board at every meeting.

People and Safety:Our goal is zero harm with safety as abusiness-wide issue at the heart of all our operations. Our policiesmeet or exceed national health and safety legislation in themarkets in which we operate. We comply with all aspects of theinternationally recognised certification system OHSAS 18001 with

staff and contractors required to meet health and safetyrequirements and participate in comprehensive training. We havezero tolerance of conditions and behaviours contributing toworkplace incidents.

Building the talents and ability of our people is at the core of ourHuman Capital strategy. Our recruitment, induction processes andtalent management programmes focus on responsibility,behavioural change, innovation and excellence. We regularlyreview our policies to ensure we maintain a focus on responsibility,treating our people fairly and with respect. We also recognise thatour success is enhanced by the diversity of our people. The richand diverse mix of backgrounds, beliefs, cultures, skills andknowledge is a major contributor to our continued success. As amajor employer and contributor to the communities in which weoperate, it is important that we attract talent from thecommunities that work with us to build a sustainable future.

The well-being of our people also rests on how secure they feel asmembers of the DP World global family. We are committed toensuring the safety and security of our people and our assets byinvesting in security management systems.

Marketplace: Given our position in the industry and our globalreach we continually drive performance improvements andchange to positively impact our stakeholders around the world.We are committed to conducting business with sociallyresponsible and ethical suppliers ensuring the principles ofsustainability and responsibility apply to the procurement of allgoods, services and construction activities.


26/10824


Asia Pacific and Indian Subcontinent Hong Kong: A group of staff volunteers took fifty children

from disadvantaged families in Tung Chung to the Tree TopCottage camp site in Tai Po for a field trip.

Surabaya (Indonesia): A seminar on cervical and breastcancer was developed and arranged by the wives of themembers of INSA (Indonesian National ShipownersAssociation) and sponsored by DP World. Approximately 200women attended to hear more about early detection andsupport mechanisms.

India: Physically challenged Indian artists who paint with theirmouth or feet were involved in a corporate responsibility

project backed by DP World. A countrywide partnership withthe Indian Mouth and Foot Painting Artists Association (MFPA)during the festival of Diwali saw twelve paintingscommissioned with four highlighted for special praise.

Cochin (India): Support was provided for the construction ofa kitchen shed at St. Marys High School (Vallarpadam) to beused for the preparation of nutritious lunches for schoolstudents. Donations of essential items were made to the InfantJesus Orphanage at Ochanthuruth and support for a careerguidance course for 400 local students was provided.

Karachi (Pakistan): Staff volunteers renovated and supported

the Syed Meher Ali Shah Primary School through the provisionof electricity in the school, levelling the playground, paintingthe school buildings, replacing lights with energy saving lights,donating furniture and renovating the toilet facilities.

Corporate Responsibility continued

Middle East, Europe and Africa Southampton (UK): Support was given to a wide range of

local community projects and health charities, includinghelping to establish a social enterprise caf, providing ITequipment for charity internet cafs and safety equipment at alocal primary school as well as contributing to local youthsports clubs which many staff run or coach.

Constanta (Romania): A partnership with UNICEF wasdeveloped to raise funds to establish the first multifunctionalcentre for disadvantaged children, providing education, health,social care and counselling for parents.

London Gateway (UK):A partnership with Essex Wildlife

Trust was formed to establish a local Nature Park and VisitorCentre to raise awareness of London Gateway, its operationsand local environmental issues.

South Africa: Employees were involved in the clean up ofbeaches on Clean up the World Day.

Maputo (Mozambique): A day with the employees and theirchildren (1,200 in total) provided the opportunity for all tolearn about safety and health at work.

DP World UAE Region (UAE): DP World UAE Region was theplatinum sponsor for the Al Noor Fun-Fair tournament, afundraising event aimed at treating children with variousphysical and cognitive challenges such as Downs Syndrome,Cerebral Palsy and Autism. A five week know-your-heart

awareness campaign targeting 6,000 employees was alsoorganised, aimed at raising awareness about heart diseasesand promoting a healthy lifestyle.

Painting commissioned by DP World in partnership with the Indian Mouth and Foot Painting

Artists Association


27/10825


Santos (Brazil) Photo from the Ecovacation Programme run by Embraport

BUSINESS

OVERVIEW

Australia and Americas Vancouver (Canada): DP World Vancouver has developed a

strategic partnership with Mission Possible, a not-for-profitorganisation that supports people challenged by homelessnessand poverty. Support is provided through its membership onthe board of Mission Possible, by assisting with theprocurement of equipment and encouraging the businesscommunity to get involved with Mission Possible. Employeeshave also volunteered at nine events during 2012.

Paramaribo (Suriname): An employee survey was conductedto understand the motivations and passions of the staff, theresults of which will form the basis of the Suriname corporate

responsibility plan. The plan will focus on social issues,including the physically challenged, poverty, homelessness,unemployment and the environment.

Buenos Aires (Argentina): A new solar energy systemconsisting of twelve photovoltaic panels that are connected tothe electricity grid generating 6,000 kWh per year wasinstalled.

Santos (Brazil): The Ecovacation Programme, anenvironmental educational programme, was developed andpromoted by employees from Embraport for the children ofDiana Island. A handcraft course was also developed anddelivered to help fishermens families diversify and increasetheir income.

Caucedo (Dominican Republic): Consultations took placewith stakeholders regarding the social and economic issuesaffecting the community in order to better align DP WorldCaucedos corporate responsibility plan with the needs of theircommunity. There has been a focus on improving the quality ofeducation in the community, with a back to school celebrationorganised by employee volunteers that entertained andprovided school supplies to 250 children aged five to eight.

Callao (Peru): A workshop for the local fishermen of PuertoNuevo was organised on recycling of fish skin focusing onenvironmental sustainability and income diversification.

Melbourne (Australia): Staff participated in the 2012 Good

Friday Fundraising event in Melbourne where approximatelyA$16,000 was raised in aid of the Royal Childrens Hospital.

Australia: During 2012, the Health and Safety team atDP World Australia ran a Health and Wellbeing programme forstaff and families, including a 10,000 steps programme whichpromoted an active lifestyle amongst staff. Some 180participants in the programme walked over 41 million steps inan eight week period.

Caucedo (Dominican Republic) Back to School initiative


28/10826


Our People

Jebel Ali (UAE) Photo by Mark Louis Vicente

Jebel Ali (UAE) Qingdao (China) Photo by Mr Wang


29/108


30/10828


Our People continued

The emerging market focus of our business is reflected in thedemographic of the Groups workforce.

A large majority of DP Worlds workforce is employed in anoperational capacity and this reflects the operational nature ofour business.

With a relatively young workforce and a focus on succession

planning, DP World is well placed to manage its operations inboth the short and long term. The Board oversees the successionplanning of DP Worlds senior executives and reviews its plansannually. Succession planning for the Group is further supportedby DP Worlds People Development Framework which sets out thespecific competencies and technical skills required for thoseidentified as future successors and unique development plans aredeveloped to bridge any skill or knowledge gaps. This enablesDP World to effectively manage the succession planning needs ofthe Groups critical business unit roles, including Terminal GeneralManagers and their direct reports.

The development of new businesses and business expansion isreflected in the increase in DP Worlds workforce in the last 5years. New employees ensure that DP Worlds outlook remainsfresh, while retaining 58% of our staff for more than 5 years

ensures stability and maintains operational continuity.

This is an aspect of employee diversity that DP World will continueto work towards improving. In 2012, DP Worlds Group ChiefExecutive Officer, Mohammed Sharaf, welcomed the WomensInternational Shipping and Trading Association (WISTA) at theirUAE meeting hosted by DP World.

1) Category by regionMiddle East, Europe and Africa

Asia Pacific and Indian Subcontinent

Australia and Americas

2) Category by job level

Executive Management

Middle Management

Operational and Support Staff

3) Category by age of employee

Under 30

30 to 50

Above 50

4) Category by years of service(0 to 5)

(5 to 10)

(10 to 20)

Above 20

5) Category by gender

Male

Female


31/10829


BUSINESS

OVERVIEW

Jebel Ali (UAE) Photo by Shafeek Hassan

Paramaribo (Suriname) Photo by Sastrowitomo W

Jebel Ali (UAE) Surabaya (Indonesia) Photo by Irfan Sugianto

Jebel Ali (UAE)


32/10830


Case Study:Doraleh Container Terminal (Djibouti)

Developing

gatewaysfor growth


33/10831


BUSINESS

OVERVIEW

Sitting at the intersection of some ofthe worlds main shipping lanesconnecting Asia, Africa and Europe,Doraleh Container Terminal (DCT) isa jewel in the crown of DP WorldsAfrica operations and is the mosttechnologically advanced port onthe continent.

In 2000, DP World and the Djibouti Governmentestablished a joint venture and DP World was awardeda 20 year concession to operate the Port of Djibouti.This successful partnership led to a further joint ventureresulting in the construction of a terminal at Doralehwhich opened in 2008.

Through its modern logistics facilities and strategiclocation, Doraleh is well placed to become a premiercontainer distribution hub. The terminal has an annualhandling capacity of 1.2 million TEU, the largest in EastAfrica, with almost 50% of containers handled destined

for Ethiopia. Its 18 metre draft and 1050 metre quayaccommodate the largest ships with six super post-panamax STS cranes14and sixteen RTG cranes15handling container traffic.

Standards also keep pace with this sizeable operation asDP World achieved the ISO 28000 standard(Specifications for Security Management Systems in theSupply Chain) in 2009 and ISO 9001 (QualityManagement Systems) in 2011.

Doraleh is well placed to handle transhipment and relaybusiness. Markets in the Red Sea offer potentialbusiness opportunities for trade and the terminal playsa major role in facilitating Ethiopian trade movement,contributing to the countrys growth and development.

To keep pace with these developments, new equipmentis already in the pipeline, including two new STS cranesand eight RTGs. DP World is reviewing the timing forthe Phase II extension of the terminal which woulddouble the size of the berths and the yard.

Coupled with strong growth in the region andinvestments in infrastructure such as a new free zoneset to boost terminal traffic, Doraleh looks ready to takea further step forward to becoming a leading hub port.

14 STS cranes means ship to shore cranes

15 RTG cranes means rubber tyred gantry cranes


34/10832


Case Study:Nhava Sheva (India)

Investing in

emergingmarkets


35/10833


BUSINESS

OVERVIEW

India is one of the fastest growingemerging economies of the worldand DP World is committed tosupporting that growth into thefuture. With five terminals across thecountry, we are privileged to be apartner in providing world classfacilities for its traders.

There is a need to develop infrastructure in India andthe Port of Nhava Sheva is a key example of ourinvestment in Indias long-term future, being part of thelargest port in the country at Jawaharlal Nehru Portclose to the commercial capital, Mumbai, that handlesalmost half of Indias maritime traffic.

Starting operations in 1999 as the first private containerterminal, Nhava Sheva is a major gateway to the vasthinterland beyond its gates. Links to a wide network ofinland container depots in Pune, Nagpur, Ahmadabad,Hyderabad, Ludhiana and New Delhi through two sets

of railway sidings, ensure efficient operation. Theterminal is also connected to Indias major highway andrail networks, which give access to neighbouringMumbai and to the hinterland of Madhya Pradesh,Maharashtra, Gujarat, Karnataka and most of NorthIndia.

Indian container ports remain the most dynamic in theSubcontinent and the scope for expanding containertraffic is vast. With that in mind we have been given theletter of award from Jawaharlal Nehru Port Trust tobuild and operate a new single berth facility of some330 metres quay length alongside existing facilitieswhich will be operational in 2015.

DP World will be investing approximately $200 millionto build the container terminal and 17 hectares of yardwith an annual handling capacity of 800,000 TEU and adraft of 13.5 metres. The new quay has been awarded

a seventeen year concession and will be equipped withfour rail mounted quay cranes and twelve rubber tyredgantry cranes. The 330 metre extension will provide thecapability to handle three ships simultaneously.

Our investment in Nhava Sheva also takes other formsalongside new equipment and construction. Employeesare active in the local community, with school projectsand environmental awareness campaigns just part ofour involvement. Employee welfare is also high on theagenda, with incentives to boost productivity, increasesafety awareness and round the clock paramedicservices on site.


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Principal Risks and Uncertainties

Risk management frameworkRisk is an inherent part of doing business. Our risk management system is designed to identify and assess all significant risks which couldadversely affect the Groups ability to achieve its business objectives and to identify management actions which seek to mitigate thoserisks to an acceptable level.

Whilst not intended to be exhaustive, a summary of the Groups principal risks are provided below:

Risk Description Mitigation

Political, Socialand Economic

DP World has global operations. Our assets are exposed to,and earnings influenced by, political, social and economicevents associated with the countries in which we operate.

Political actions such as changes to the regulatory

environment, strikes, civil strife, expropriation or

nationalisation of property could cause us to incur additional

costs, impact our financial earnings, and disrupt or terminate

our operations.

DP World has a diversity of investments across a number ofgeographical jurisdictions spreading the risk. We have covereda range of risks through insurance where appropriate.

Ongoing security assessments and continual monitoring of

geopolitical developments worldwide and engagement with

government, local authorities and joint venture partners

ensures we are well positioned to respond to changes in the

political, social and economic environments in which we

operate.

UncertainTradingEnvironment

The Groups results are subject to adverse impact from adownturn in the global / local macroeconomic environment.

DP Worlds diversified portfolio is focused on the moreresilient emerging markets and more stable origin and

destination cargo.

We have a continuous focus on delivering high levels of servicethat meet our customers expectations and a proven track

record of active cost management in line with the changing

economic climate to mitigate any downturn in the

macroeconomic environment.

Legal,Regulatory andContractualObligations

Our businesses operate under increasingly stringent regulatoryregimes around the world and are subject to various legal and

contractual obligations. New legislation and other evolving

practices could impact our operations, increase the cost of

compliance, limit or impose restrictions on our growth.

DP World continually monitors regulatory trends anddevelopments. We have comprehensive policies, procedures

and training in place to promote legal and regulatory

compliance.

Project Risk Business development is subject to regulatory approvals andpolitical, capital raising, construction and commercial risks.

Crystallisation of associated risks could impact the Groups

results.

DP World has a thorough approvals process prior tocommitting to business development or major expansion

opportunities, including reviewing political risk, regulatory

obligations and construction risk.

Skilled technical teams are assigned to oversee large projects

and actively monitor risks throughout the process.

ForeignExchange RateExposures

The global diversity of the Groups operations results inforeign currency exposure. Adverse currency movements and

volatility may impact financial performance.

The Groups policy is to identify the impact of foreignexchange exposure and to monitor and mitigate material

currency exposures through hedge programmes where

applicable.

Health,Safety andOperationalRisks

The nature of our operations exposes us to variousoperational, health, safety and security risks. The occurrence

of any such risks could impact our business operations,

financial results and our reputation.

The Board and senior management are committed to creatinga safe culture throughout the Group. The Board monitors the

implementation of health and safety strategies, including

employee training programmes.

We mitigate these risks with continuous monitoring by

management and by having management review processes,

policies, guidance documents and specific operational

procedures in place.


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BUSINESS

OVERVIEW

Internal controlsThe Board is responsible for establishing andmaintaining an effective system of internal control. Thissystem of internal control is embedded in all keyoperations and is designed to provide reasonableassurance that the Groups business objectives will beachieved. Regular management reporting and annualself-certification provides a balanced assessment of keyrisks and controls and is an important component ofthe Boards assurance. The Board also receives updatesfrom the Audit Committee, which receives regularinformation from internal and external audit reports onthe Groups risks and internal controls. The Groupsinternal audit function is responsible for reporting to theAudit Committee on the effectiveness of the Groupsrisk management process and for evaluating theinternal control environment to ensure controls are

appropriate and operating efficiently and effectively.

The core elements of DP Worlds system of internalcontrols consists of:

Organisational structure: A clearly definedorganisational structure that provides clear roles,responsibilities and delegated levels of authority toenable effective decision making across the Group.

Code of conduct: A code of conduct, originatedfrom the top of the Group that sets out how theGroup expects its employees to act.

Whistle blowing policy: A whistle blowingprogramme for employees to report complaints andconcerns about conduct which is considered to becontrary to DP Worlds values. The programme,monitored by the Audit Committee, makescommunication channels available to all employeeswithin the Group.

Anti bribery and corruption policy: An AntiBribery and Corruption policy has been implementedby DP World, supported by online training that isdirected and proportionate to the identified areasof risk.

Strategy and financial management: Clearstrategy and financial management which isconsistent throughout the organisation and can beactively translated into practical measures.Comprehensive reporting systems, including monthlyresults, annual budgets and periodic forecasts,monitored by the Board.

Policies and procedures: Documented policies andprocedures for all Group functions within thebusiness, which are communicated to all businessunits.

Risk management and performance: Risk-

profiling for all business units and the Group toidentify, monitor and manage significant risks whichcould affect the achievement of the Groupsobjectives.

Assurance: Assurance activities cover key businessrisks which contribute to the overall assuranceframework, including an internal audit function toreview the systems of internal control.


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Board of Directors

Sultan Ahmed Bin SulayemChairmanSultan Ahmed Bin Sulayem has served as Chairman of the Boardof the Company since 30 May 2007. He was previously Chairmanof Dubai World and in this role oversaw businesses in industries asdiverse as real estate development, hospitality, retail, e-commerceand various commodities exchanges, as well as businessesassociated with transportation and logistics. He previously servedas Chairman of Port & Free Zone World FZE and he remains oneof the two representatives of Port & Free Zone World FZE on theBoard. He is a leading Dubai and international businessman, withmore than 30 years experience in the marine terminal industry.A citizen of the United Arab Emirates, he is 57 years old.

Sir John Parker tSenior Independent Non-Executive Director and ViceChairmanSir John Parker has served as an Independent Non-ExecutiveDirector and Vice Chairman of the Company since 30 May 2007.He also acts as Senior Independent Director and is Chairman ofthe Companys Nominations and Governance Committee andChairman of the Companys Remuneration Committee. He servesas Chairman of Anglo American plc. He is also Non-ExecutiveDirector of Carnival plc, Carnival Corporation and EADS Airbus.He previously served as Chair of the Court of the Bank of England,Non-Executive Chairman of BVT, Joint Chairman of Mondi plc,Chairman of National Grid plc, Non-Executive Director and

Deputy Chairman and, subsequently, Chairman of P&O and asVice Chairman of Port & Free Zone World. He was a Member ofthe Prime Ministers Business Council for Britain. A British citizen,he is 70 years old.

Jamal Majid Bin Thaniah

Non-Executive Director and Vice ChairmanJamal Majid Bin Thaniah has served as a Director and Vice Chairmanof the Company since 30 May 2007 and became a Non-ExecutiveDirector on 27 October 2009. He joined Dubai Ports in 1981 and,from 2001, led Dubai Ports Authority. He also serves as aNon-Executive Director of Etihad Rail (Abu Dhabi) and wasappointed as an Independent Non-Executive Director of EmaarProperties PJSC on 23 April 2012. He previously served as a Directorof Port & Free Zone World FZE and he remains one of the tworepresentatives of Port & Free Zone World FZE on the Board ofDP World. A citizen of the United Arab Emirates, he is54 years old.

David Williams tIndependent Non-Executive DirectorDavid Williams has served as an Independent Non-ExecutiveDirector of the Company since 30 May 2007. He is also Chairmanof the Companys Audit Committee. He is currently JointChairman of Mondi plc and Senior Independent Non-ExecutiveDirector of Meggitt plc. He previously served as a Non-ExecutiveDirector of Tullow Oil plc and P&O and Senior IndependentNon-Executive Director of both Taylor Wimpey plc and GeorgeWimpey plc. He has also served as a Non-Executive Director ofDewhirst Group plc and Medeva plc and as Finance Director ofBunzl plc. He is a qualified Chartered Accountant. A British citizen,he is 67 years old.

t Member of the Audit Committee

Member of the Remuneration Committee

Member of the Nominations and Governance Committee

Member of the Executive Com

dpworldar12 - final - 10 april 2013

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