Baladna Q.P.S.C. Investor Presentation October 2019 Strictly - PowerPoint PPT Presentation

Baladna Q.P.S.C. Investor Presentation October 2019 Strictly Confidential

Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES OF AMERICA (the “ US ” ), THE EUROPEAN UNION (the “ EU ” ), KUWAIT, THE SULTANATE OF OMAN ( “ OMAN ” ), THE KINGDOM OF SAUDI ARABIA, THE UNITED ARAB EMIRATES (the “ UAE ” ) OR THE KINGDOM OF BAHRAIN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESENTATION. The proposed offering of securities to which this presentation relates is open in Qatar only, to individual Qatari nationals and selected institutions. This document is only for intended specific recipients in Qatar. It is not intended for public circulation or consumption. If you have unlawfully or mistakenly received a copy of this document, please discard the same immediately. This document and its contents may not be viewed by persons within the US or within any other jurisdiction where its distribution would be unlawful. By accessing this document you represent that you are inside Qatar and not within the US or any such other jurisdiction. This presentation is not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities and nothing contained herein shall form the basis of, or be relied upon in connection with, any offer, contract or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this presentation except solely on the basis of information contained in the prospectus (the “ Prospectus ” ) in its final form published by Baladna Q.P.S.C., a Qatari public shareholding company under incorporation in the State of Qatar (the "Company") in connection with the proposed listing and trading of its ordinary shares (the “ Shares ” ) on the Qatar Exchange (the “ Listing ” ). As at the date of this presentation, the Company is under incorporation. References in this presentation to the actions, beliefs and statements of the Company are references to actions, beliefs and statements of the founders and/or board of directors of the Company. The Shares referred to herein are not an offer of securities for sale in the US and may not be offered or sold in the US absent an exemption from registration. Any public offering of securities to be made in the US must be made by means of a prospectus that may be obtained from the issuer or the selling security holder that contains detailed information about the company and management, as well as financial statements; there is no intention to register any portion of the securities of the Company in the US under the US Securities Act of 1933, as amended, or to conduct a public offering of securities in the US. Nor have the Offer and sale of Shares referred to herein been registered under any applicable rules or securities laws of the Qatar Financial Centre, the EU, Kuwait, Oman, the Kingdom of Saudi Arabia, the UAE (including the Abu Dhabi Global Market and the Dubai International Financial Centre) and the Kingdom of Bahrain. There will be no public offer of the Shares in the US, the EEA, the UK, Kuwait, the Sultanate of Oman, the Kingdom of Saudi Arabia, the UAE or the Kingdom of Bahrain or in any other jurisdiction where to do so could be unlawful. QNB Capital LLC (the “ Listing Advisor and Offering Manager ” ) is acting exclusively for the Company and its group companies, namely Power International Holding WLL ("PIH") and Baladna Food Industries WLL ("BFI"), and no one else in connection with the Offer. It will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Company or PIH or BFI for providing the protections afforded to its clients, nor for providing advice in relation to the Offer, the contents of this presentation or any transaction, arrangement or other matter referred to herein. QNB Capital LLC is authorised and regulated by the Qatar Financial Centre Regulatory Authority. The information in this presentation is subject to change. The IPO timetable, including the date of Listing, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Listing will occur and you should not base your financial decisions on the Company ’ s intentions in relation to the Listing at this stage. No regulatory, government or semi-government authority or exchange in any jurisdiction has reviewed or approved this document. Acquiring investments to which this presentation relates may expose an investor to a significant risk of losing all of the amounts invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. Investor Presentation 2

Presentation to Potential Investors in Baladna IPO 1 Summary of Offering and Listing Terms 2 Business and Operational Overview 3 Dairy and Beverage Market Financial Overview 4 5 Company Outlook and Dividend Policy Listing Process and Risk Factors 6 Investor Presentation 3

1 Summary of Offering and Listing Terms 2 Business and Operational Overview 3 Dairy and Beverage Market Financial Overview 4 5 Company Outlook and Dividend Policy Listing Process and Risk Factors 6 Investor Presentation 4

Summary of Indicative Offering and Listing Terms* IPO size of QAR 1,426 million, 75% free float Issuer Baladna Q.P.S.C. (Qatari Public Shareholding Company), a company under incorporation under the laws of the State of Qatar  1,425,750,000 new shares offered, representing 75% of issued share capital of Baladna Q.P.S.C., comprising:  1,425,749,999 new shares; and Offering size  1 special share issued to the Government of Qatar represented by Ministry of Commerce and Industry ( “ MOCI ” )  Total number of shares is 1,901,000,000 shares ( implied market capitalization at IPO of QAR 1,901,000,000 )  Offer price of QAR 1.01 per Offer Share, comprising:  Offer price Nominal value of QAR 1.00 per Offer Share, plus  Offering and Listing Costs of QAR 0.01 per Offer Share Subscription  Individual Qataris and Qatari Corporate** Investors: Opens on 27 October 2019 and ends at the close of business (Doha time) on 7 November 2019 period  Strategic Investors: Confirmed orders*** of 437,230,000 shares, representing 23% of Baladna ’ s share capital post IPO Offering structure  Individual Qataris and Qatari Corporate** Investors: 988,520,000 shares, representing 52% of Baladna ’ s share capital post IPO Use of proceeds Net proceeds of the Offering will be used to repay debt incurred by Baladna Food Industries during its recent expansion Qatar Stock Exchange ( “ QE ” ) Listing Venue  Founding Shareholders will hold 25% of Baladna ’ s share capital whilst individual, corporate and strategic investors will hold 75% of Baladna ’ s share capital Shareholder  The Ministry of Commerce and Industry will hold 1 special share structure post IPO  Listing Advisor and Offering Manager: QNB Capital LLC  Valuators: PriceWaterhouseCoopers Qatar, Rodl & Partners  Lead Receiving Bank: Qatar National Bank ( “ QNB ” )  Legal Advisors: Addleshaw Goddard, Eversheds Sutherland, Sharq Law Firm Advisors  External Auditors: Ernst & Young (Qatar Branch) *Note: all terms are indicative only and subject to Qatar Exchange and Qatar Financial Markets Authority ’ s approval ** Corporate Investors are defined as legal entities incorporated in the State of Qatar, with a commercial registration certificate issued by the Ministry of Commerce and Industry Investor Presentation 5 *** The allocation may change subject to take up by retail investors. More may be allocated to Strategic Investors

Proposed Ownership Structure post IPO No sale by Founders, only offering of new shares to raise new capital Retail and Corporate Investors Government of Qatar represented Founders (25%) Strategic Investors (23%) (52%) by MOCI (One Special Share) GRSIA 10% Hassad Food Company Q.P.S.C. 5% Special Share has the right to veto Al Meera Consumer Goods Q.P.S.C. 4% Mr. MohamadMoataz Mohamad Ruslan AlKhayat certain resolutions of Baladna and the Qatar Ports Management Company 2% Mr. Ramez Mhd Ruslan AlKhayyat right to raise matters in the general Widam Food Company Q.P.S.C. 2% Ms. Alaa Mohammed Reslan AlKhaiat assembly, further information can be Mr. MohammedRaslan Mhd Ezzat AlKhayat found in the Articles of Association Mr. Mohammed Mhd Raslan AlKhaiat Free float 75% of Baladna Q.P.S.C. Baladna Q.P.S.C. 100% Baladna Food Industries W.L.L.  The Founders, Strategic Investors, Retail Investors and the Government of Qatar represented by MOCI will hold shares in Baladna Q.P.S.C., a company under incorporation that will own 100% of Baladna Food Industries W.L.L. ( “ BFI ’ )  Upon completion of the incorporation of the Company following the Constitutional General Assembly, the Founders will cause 100% of BFI shares to be transferred to the Company and shall receive in return 25% of the shareholding in the Q.P.S.C. (the Founders ’ in-kind contribution)  Strategic Investors have committed to subscribe for a total of 23% shareholding in Baladna  The net proceeds of the IPO will be used to reduce debt incurred by Baladna Food Industries during its recent expansion Investor Presentation 6

1 Summary of Offering and Listing Terms 2 Business and Operational Overview 3 Dairy and Beverage Market Financial Overview 4 5 Company Outlook and Dividend Policy Listing Process and Risk Factors 6 Investor Presentation 7