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

Baladna Q.P.S.C. Investor Presentation

October 2019 Strictly Confidential

Investor Presentation

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,

• r 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

• ther 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

• r 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. 2

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

Presentation to Potential Investors in Baladna IPO

3 Investor Presentation

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

4 Investor Presentation

Investor Presentation

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 Offering size

• 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
• 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

• Offer price of QAR 1.01 per Offer Share, comprising:
• Nominal value of QAR 1.00 per Offer Share, plus
• Offering and Listing Costs of QAR 0.01 per Offer Share

Subscription period

• Individual Qataris and Qatari Corporate** Investors: Opens on 27 October 2019 and ends at the close of business (Doha time) on 7 November 2019

Shareholder structure post IPO

• Founding Shareholders will hold 25% of Baladna’s share capital whilst individual, corporate and strategic investors will hold 75% of Baladna’s share capital
• The Ministry of Commerce and Industry will hold 1 special share

Offering structure

• Strategic Investors: Confirmed orders*** of 437,230,000 shares, representing 23% of Baladna’s share capital post IPO
• Individual Qataris and Qatari Corporate** Investors: 988,520,000 shares, representing 52% of Baladna’s share capital post IPO

Listing Venue Qatar Stock Exchange (“QE”)

• Valuators: PriceWaterhouseCoopers Qatar, Rodl & Partners
• Lead Receiving Bank: Qatar National Bank (“QNB”)

Advisors

• Listing Advisor and Offering Manager: QNB Capital LLC
• Legal Advisors: Addleshaw Goddard, Eversheds Sutherland, Sharq Law Firm
• External Auditors: Ernst & Young (Qatar Branch)

Use of proceeds Net proceeds of the Offering will be used to repay debt incurred by Baladna Food Industries during its recent expansion *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 5 *** The allocation may change subject to take up by retail investors. More may be allocated to Strategic Investors

Investor Presentation

Baladna Food Industries W.L.L.

Founders (25%) Strategic Investors (23%) Retail and Corporate Investors (52%) Government of Qatar represented by MOCI (One Special Share)

Free float 75% of Baladna Q.P.S.C.

100%

Proposed Ownership Structure post IPO

No sale by Founders, only offering of new shares to raise new capital

• 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

6

• Mr. MohamadMoataz Mohamad Ruslan AlKhayat
• Mr. Ramez Mhd Ruslan AlKhayyat
• Ms. Alaa Mohammed Reslan AlKhaiat
• Mr. MohammedRaslan Mhd Ezzat AlKhayat
• Mr. Mohammed Mhd Raslan AlKhaiat

Special Share has the right to veto certain resolutions of Baladna and the right to raise matters in the general assembly, further information can be found in the Articles of Association GRSIA 10% Hassad Food Company Q.P.S.C. 5% Al Meera Consumer Goods Q.P.S.C. 4% Qatar Ports Management Company 2% Widam Food Company Q.P.S.C. 2%

Baladna Q.P.S.C.

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

7 Investor Presentation

Investor Presentation 8

• Dr. Kamel Abdallah

Chief Executive Officer (Baladna Q.P.S.C.)

• Dr. Kamel Abdallah was appointed as Chief Executive Officer of BFI in

October 2018

• Leading industry expert, with vast experience in the dairy and

beverage industry in the Middle East

• Previously served as Vice Chairman and CEO of Aujan Industries /

Rani Investment, the largest private beverage company in the GCC, CEO of Exeed Industries, Managing Director of AATCO Food Industries, and other beverage and agriculture companies

• Dr. Kamel holds a Ph.D in Strategic Management from Ohio State

University

• Dr. Kamel will lead the strategic growth of BFI by helping Baladna to be

an innovative brand, seeking to penetrate relevant sections of the market and supporting the national food security program

Baladna Q.P.S.C. management and designated Board of Directors

Corporate Governance and Company oversight of BFI

Designated Board of Directors (to be confirmed following Constitutive General Assembly) Name Position

• Mr. MohamadMoataz Mhd Ruslan AlKhayat

(representing Founders) Chairman

• Mr. Mohammed Badr Al Sada

(representing Special Shareholder / Hassad Food) Vice Chairman Sheikh Faleh Bin Nasser Bin Ahmad Al-Thani (representing Special Shareholder / Qatar Food Security Committee) Member

• Mr. Hamad Bin Abdullah Bin Khalid Al-Attiya

(representing Special Shareholder / GRSIA) Member

• Mr. Ramez Mhd Ruslan AlKhayyat

(representing Founders) Member

• Mr. Mazen Alsbeti

(representing Founders) Member

• Mr. Aidan Tynan

(Independent) Member

Investor Presentation

• Mr. Saifullah Khan

Chief Financial Officer

• Saifullah Khan joined Power International Holdings

in 2014 as cluster CFO and was appointed as Chief Financial Officer of BFI in July 2019

• On behalf of BFI’s owners, since 2017 Mr. Khan

held a leading role in BFI’s expansion into the cow dairy and juice market

• More than 20 years of experience, holding

management roles in multinational companies

• Mr. Khan holds a Bachelor degree in Accounting, a

MBA in Finance, and a CPA certification

• Mr. Thomas White

Chief Operating Officer

• Thomas White was appointed as Chief Operating

Officer of BFI in July 2019

• More than 32 years experience in the areas of

Sales and Commercial Management, Supply Chain Management and General Management of dairy industries in Ireland and GCC region

• Graduate of the Marketing Institute of Ireland with a

Degree in Business Studies and holds a Professional Certificate in Management from the Open University London

BFI’s senior management

Leading consumer goods expert team – Combining in depth local knowledge with dairy industry expertise

9

• Malcolm Jordan was appointed as Chief Executive

Officer of BFI in September 2019

• Mr. Jordan has more 25 years of experience and

held a number of executive positions within the leadership team of Almarai, and Executive Vice President-New Business, CEO-IPNC, General Manager-Marketing, General Manager-Quality, Product Development and Innovation

• Mr. Jordan is a graduate in Food Technology from

the West of Scotland Agricultural College in Scotland and holds a Certificate in Leadership Development from IMD in Switzerland

• Mr. Malcolm Jordan

Chief Executive Officer of BFI

Investor Presentation

BFI’s operational management

Strong management and experience extends to operational teams

10

• Mr. Christopher

Blakeney

GM Farm

• Mr. Adam Peffer

Farm Manager

• Christopher Blakeney was appointed as General Manager

Farms of BFI in April 2018

• More than 36 years experience in Agricultural

Management, with experience in the UK and Middle East

• Previously he was as farm Manager in Almarai, Sama

Jordan Aricultural & Food processing, NADA Dairy, Marden and Contract Farm

• Holds a Bachelor degree in Agricultural and Business

Management

• Adam Peffer was appointed as Farm Manager of BFI in

July 2018

• More than 20 years experience in the dairy

industry with over 10 years working the GCC,

• Previously held the position of General Manager

in Emirates Dairy Farm and tenured at NADA Dair

• Holds a certification in Advanced Dairy Management

from the University of Illinois

• Mr. Martin Buissine

Manufacturing Director

• Martin Buissine was appointed as Manufacturing Director of

BFI in February 2018

• Headed a plastic manufacturing company in South Africa

and in Saudi Arabia as Operations manager for a large can and plastic company

• Previously worked in Almarai for 11 years managing their

plastic factory

• Holds of Bachelor degree in Business Administration and

Higher Diploma in Plastic and Rubber Technology

• Mr. Flemming Christensen

Manufacturing Director Dairy and Juice

• Flemming Christensen was appointed as Manufacturing

Director of the Dairy Factory of BFI in March 2019

• More than 10 years experience in the dairy industry,

previously holding the position of Senior Plant Manager at Al Buheira Lacnor Dairies and NFPC Oman

• Holds a Diploma in Management from Copenhagen University

and holds the title of Educated Food Technologist received from Vejle Technical Collage

Investor Presentation

Mission, Vision and Values

11

To ensure consumers’ wellness through providing the most fresh, natural, nutritious, and tasty food and beverage offerings while maintaining the most rigorous food safety and biosecurity protocols. For BFI brands to be recognized by consumers as the preferred natural and fresh food and beverage providers in its target markets.

Always Fresh Exploring Responsible Qatari

Values: Vision: Mission:

Investor Presentation

Baladna Food Industries’ key investment highlights

Key investment highlights

Qatari success story capitalizing on a unique market opportunity

12

Self-sufficient dairy company established to become the #1 Qatari food production company Strong operational performance and potential cash flow generation capacity with strong margins State of the art production facility and infrastructure with fully deployed capital investments Strong stakeholder support from Government and other major stakeholders in Qatar Premium branded and well recognized household name in Qatar with dominant market share of dairy products One of a kind opportunity to establish local market leader in fresh dairy market and contribute to Qatar’s 2030 Vision and the National Food Security Program

Investor Presentation BFI Overview

• Established in 2014 BFI has transformed itself from a small goat and sheep farm

into the leading dairy and beverage company in Qatar with over 1,400 employees

• BFI is a self sufficient farm with breeding capability enabling

it to sustain future growth

• The two main customer segments are Qatari retail markets, which include major

supermarket chains, and “HORECA” or Hotel, Restaurants and Catering. BFI began exporting their products internationally since Q2 2019

• BFI has its own distribution network with over 100 routes and 140 trucks

to deliver fresh dairy products daily Facilities

• Two Farms, with barns that house cows,

the grazing space, and milking area

• Two Dairy Factories and one shared Dairy

and Juice Factory, using the latest technologies

• Feed Production Facility, located on the farm

to produce animal feed with storage capacity for 6 months

• Water Treatment Plant, to supply water to the farm
• Compost Facility, to produce natural fertilizer
• Slaughter House, where calves and non

milking cows are taken for beef production

• Plastic Production Plant, to produce plastic

containers for Baladna products

• State of the art technology implemented at BFI has decreased herd mortality,

allowed higher production of milk per cow and continually ensures minimal spoilage due to efficient production processing Current Baladna branded offering To be introduced in 2019 Short to medium term introductions planned

In-house production of PET plastic packaging Highly specialized nutritionists and veterinarians State of the art monitoring technology ensuring full Biosecurity including animal health systems and vaccination programs to ensure they remain healthy Plastic Packaging (external sale) Fresh Dairy Products UHT Dairy Products Livestock Chilled Juice Lactose Free Milk Cheeses Fertilizer Value brand: Awafi Greek Style Yogurt Long Life Juice

Baladna Food Industries Company Profile

Leading dairy and beverage company, with a diversified product offering and state-of-the-art facilities to support future growth

13 Development and Technology Products

Investor Presentation

1 2 3 4

Uses Plant 3 as a shared facility between Juice and Dairy production

Actual Product Offering Near Term Product Launches

Product overview

A diversified and continuously evolving product offering

14

Farm Dairy Juice Plastic Packaging

Fresh Dairy Products UHT Milk PET Plastic Bottles Chilled Juice Long Life Juice Livestock Raw Milk Fertilizer Value brand: Awafi

Investor Presentation

Housing and Health Feed Processing Water Treatment Plant

• Individual collars and

monitoring of each cow

• Two farms with a total capacity
• f 24,000 cows
• 40 barns equipped with cooling

and misting systems

• 6 milking rotary parlours
• In house Feed processing

facility to ensure quality of feed for cattle of up to 200 tonnes per day

• Reverse osmosis water

treatment plants

Facilities Raw Materials Product Offering

Livestock Fertilizer Dairy

Dairy Production Facility Main Product By Product

1

Raw Milk

Overview of BFI’s Two Farms

Self-sufficient farms with facilities and processes that optimize cattle welfare and product offerings

15

Manure Six Month Old Calves and Non-milking Cows

Slaughter House Compost Facility

Investor Presentation

Facilities and Milk Process Product Offering

• The entire process takes approximately one day to complete which ensures fresh milk and dairy products are supplied to the market daily
• The process of producing other dairy products is similar except the raw milk is heated to higher temperature
• There are 3 dairy factories at the BFI farm allowing an efficient process with minimal downtime

Selection of fresh Dairy Products UHT Milk Awafi Products

1

Rotary Milking Parlor

• Technologically advanced

systems provide high milking yields and a cost efficient process (2 milking areas)

2

Raw Milk Tanker

• Milk is immediately cooled

and transported

• BFI has the capacity to

hold 950,000 L of raw milk

3

Milk Testing

• Milk is tested

to ensure quality

4

Clarifier

• Ensures milk quality

and consistent product by removing excess fat

5

Pasteurization

• Milk is heated to eliminate

pathogenic bacteria

• UHT milk is heated at a higher

temperature to increase shelf life to 3 months Standardization

• Ensure product

consistency

• Some milk is taken to

produce yogurt and laban, deserts and cheeses

7 6

Homogenization

• Ensure uniform

distribution of fat throughout the milk

8

Additional Process

• Addition of Vitamins
• Fat is removed to

produce low-fat and skimmed

9

Milk Filling

• Milk passes through

pipe line and into a machine that fills and seals milk

Overview of BFI’s Dairy Processing Plant

Extensive range of products made possible through state-of-the-art facilities

16

2

Baladna brand Awafi brand

Investor Presentation

Filling The filling machine from the milk production line is also used to fill all

• ther beverages at BFI

Pasteurization The same pasteurization facility is used to pasteurize juice, heating it and then cooling it to eliminate any bacteria Mix Juice concentrate is mixed at the BFI plant 3 with water. Concentrates come in two forms, long-life and short-life concentrates

Facilities and Process Product Offering

• Sold In: PET Bottles produced by Baladna of 1.5 L or 180 ml
• Shelf Life: 30 days
• Products: Currently producing 6 flavors; apple, orange, pineapple,

pomegranate, tropical and mixed fruit

• Future Offering: Additional 5 flavors
• Sold In: Carton packs of 1 L or 200 ml
• Shelf Life: Approximately 9 months
• Products: Concentrate, nectar, and juice
• BFI's juice products are produced within the existing facilities and benefit from synergies with the dairy production facilities
• Sale of juices is expected to account for approximately 10% - 15% of total revenue in 2019

Processes Used in Dairy Production

2 3 1

BFI expects to launch a second brand of juices, long life juice which will become BFI's value brand for price-sensitive consumers in Qatar

17

No Sugar Added - Chilled Juice Long Life Juice

Overview of BFI’s Juice Processing

Value creation and achievement of synergies through utilization of existing facilities to produce juice

3

Investor Presentation

Facilities and Process Product Offering Current Packaging Plant

Labeling Machine Filling and Caps Applying 60% Internally Produced Bottles 40% Purchased Bottles Labeling Machine Filling and Caps Applying 85% Internally Produced Bottles 15% purchased from market Produced for Market

• With no additional capital expenditure Baladna will be able to produce 85 % of their packaging in house reducing costs to third party vendors

Overview of BFI’s Plastic Packaging Plant

Cost savings and additional synergies achieved through own production of plastic packaging

18

Target end of 2019

4

Investor Presentation

• BFI has assumed full responsibility for the direct distribution of its product and in-store merchandising from support Ali Bin Ali
• BFI delivers to and stocks 100% of its key account customers
• BFI covers 25% of the HORECA channel and expects to achieve 40% by the end of 2019
• HORECA customers are able to directly order BFI products for next day delivery through an ecommerce platform optimizing sales planning,

merchandising and routes

• BFI has allocated 115 routes to service retail channels, 25 routes which will be used to deliver to the HORECA channel
• Baladna Oman which is fully owned by BFI and one of its subsidiaries and was incorporated to perform distribution services to support the sale
• f BFI products in Oman
• The customer base for dairy products in Qatar is comprised of two main categories: retail and HORECA
• Retail: The retail market consists of Key Accounts (incl. Al Meera, Carrefour, Lulu, SPAR, Monoprix, Mega Mart) and traditional trade
• HORECA: Hotel, restaurants and cafeteria (“HORECA”) segment comprises approximately 25%-30% of the total market with caterers

accounting for the largest share due to the high number of labor camps in Qatar Change in Distribution Channel Market Coverage Mobile Application Distribution Routes Customers

Overview of Distribution activities

Measures to take control distribution channels/logistics have achieved further reductions in overall costs

19

Investor Presentation

• In case of an outbreak of disease within the cow population; BFI should be able to control the outbreak given there are two separate farms on

the campus being protected from each other

• BFI has a Feed Quality Testing on site/source and upon arrival in Qatar to minimize risks in providing the feed to the cattle
• The cows have full Biosecurity, animal health systems and vaccination programs to ensure they remain healthy
• There are four separate milking machines to ensure uninterrupted milking
• BFI has set up a strategic feed storage capacity which covers the requirement for 6 months
• Three separate factories with built-in redundancies to ensure production continuity
• UHT milk strategic reserve prevents absolute shortage of milk for 30 days
• Additional Milk balancers
• Baladna’s fleet of more than 140 trucks deliver Milk and dairy products all over Qatar ensuring strong merchandising and high coverage
• Government’s recent health and safety guidelines provide challenges to competitors for long distance importation of UHT dairy products and

natural cheeses into Qatar Animal Health & Milking Interruption Manufacturing Breakdown The Distribution Low cost/quality imports

Risks Mitigation Factors

Business continuity and sustainability

Baladna has effective measures in place to mitigate risks associated with dairy production

20

Investor Presentation

Strategies and supporting initiatives

BFI has undertaken several initiatives to support its long term strategies

Supporting initiatives Strategies

21

Farm

• Develop breeding programs to ensure sustainability
• Ensure full biosecurity and food health safety practices
• Ensure higher cow milk productivity
• Capitalize on the expansion and development of infrastructure

Manufacturing

• Establish and maintain strategic supplies
• Add higher margin and value adding product categories

and products

• Improve production efficiencies

Sales and distribution

• Exploit favorable market conditions and customer sentiment
• Expand existing markets and develop new markets for products

Brand

• Develop positive relationships with government and relevant

authorities

• Solidify brand equity and resilience
• Support the natural growth of herd and increase milk yields by providing

comfortable living conditions for cattle such as providing fan system and reducing heat stress in summer

• Providing vaccines, health testing and feed testing to reduce diseases
• Increase the current Overall Equipment Effectiveness of 85% by providing

preventive maintenance programs and implementing production scheduling systems

• Provide full supply chain solutions
• Full penetration into key accounts
• Expand into HoReCa and lower trade accounts
• Have the ability to shift volumes in response to market demands
• Export to neighboring countries (already commenced)
• Secure brand recognition and brand equity
• Ensure consumer wellness

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

22 Investor Presentation

Investor Presentation

411 448 487 492 538 2014 2015 2016 2017 2018

Qatar’s consumption of dairy products (m liters)

• Qatar’s consumption of dairy products has grown at a CAGR of 7%

between 2014 and 2018. The dairy market value has grown at a CAGR

• f 7.5% over the same period
• In comparison, GCC consumption has grown at a CAGR of 2.2%
• ver the same period
• Milk consumption per capita in the GCC is c. 43% higher

than the global average

Source: IMES Consulting

• Baladna has capitalized on the recent decline in imports
• f dairy products
• Prior to 2017, the majority of dairy products were imported

from neighboring countries

• In 2018, Baladna has managed to capture c. 90% market share
• f the fresh milk market

1,643 1,789 1,935 2,008 2,190 2014 2015 2016 2017 2018

Source: IMES Consulting

GCC CAGR from 2014 to 2018: 2.2%

Dairy Market Overview in Qatar

Strong and continuous growth of dairy products consumption in Qatar

23

Market value of dairy products in Qatar (QARm)

Investor Presentation

Juice Market Overview

8.7% compound annual growth rate since 2014 – excellent opportunity in one of the fastest growing markets

24 Management estimate that Baladna has a 30 % market share of the Qatari fresh chilled juice market and plans cover 45% - 50%

• f this market by 2020

380 427 467 504 529 2014 2015 2016 2017 2018

Source: IMES Consulting

• Qatar’s fruit juice market has grown at a CAGR of 8.7%

between 2014 and 2018

• In comparison, GCC juice market value has grown at a CAGR of 2.4%
• ver the same period
• Total juice market value in Qatar as of 2018 was QAR 529m

24

Market value of fruit juice products in Qatar (QARm) Juice market segments

Source: Baladna management

Fresh Juice Fresh Nectar

Made from 100% natural fruit content with no additional ingredients Made from fruit juice that is too thick to drink. To make it drinkable it must first be diluted with water at a percentage not exceeding 75% Dandy, Ghadeer and Rawa

The juice market generally comprises three main categories:

• 1. Freshly squeezed – associated typically with juice and smoothie shops;
• 2. Fresh chilled – Baladna began producing fresh chilled juice in 2019; and
• 3. Long life (UHT) – Baladna plans to expand into this segment in the future

Baladna is primarily active in the production of fresh chilled juices, which can be divided into the following 2 categories:

Description Competitors Baladna’s market share

GCC CAGR from 2014 to 2018: 2.4%

Investor Presentation

Key Industry Trends

Management deems Baladna in a positon to benefit from key industry trends

Consumers have a growing preference for products with higher protein and calcium levels, such as Greek style yoghurt, drinking yoghurts, etc., which they consider to be tastier There is a global trend towards consuming more whole-fat milk than any other category of traditional cow milk, as part of a shift to more natural and wholesome ingredients Consumers prefer fresh milk that does not contain additives, artificial preservatives, or chemicals, and which is not reconstituted from powder-based recipes Current dairy consumers are demanding a higher level of transparency from dairy and food companies. Consumers want access to a variety of information — from sourcing policies to product nutritional information and to onsite visits Demand for tastier Products Shift to more wholesome ingredients Preference for natural and fresh milk More transparency Healthier options Increasing health awareness among consumers in the Middle East is increasing demand for juices and other products that are low in, or which do not contain, added sugars

25

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

26 Investor Presentation

Investor Presentation

• The unaudited pro forma statement of Baladna as of December 2018

and H1 2019 has been prepared to illustrate the effect of the contribution

• f the investment in BFI to Baladna Q.P.S.C. as if the contribution of

investment had taken place starting on 1 January 2018

• The pro forma accounts demonstrate that as at H1 2019, Baladna would

have achieved revenues and an operating income of QAR 185.3m and QAR 18.9m respectively

• Baladna would have achieved an EBITDA margin of 55% as at H1 2019
• Due to the settlement of long-term debt through the IPO proceeds, and

the resulting savings in finance costs of QAR 38.0m, Baladna would have achieved a net profit of QAR 4.4m as at H1 2019

• As a result of the capital injection of QAR 1,399.7m from the IPO (net of

estimated issuance proceeds), Baladna’s total equity would have increased from QAR 582.4m (BFI’s equity) to QAR 1,982.2m as at H1 2019

• Baladna’s total liabilities would have been reduced from QAR 2,860.0m

to QAR 1,434.2m in H1 2019 as a result of the total IPO proceeds of QAR 1,425.8m being used to repay Baladna’s long-term debt

27

Baladna’s Pro Forma financials

Financials of Baladna Q.P.S.C. if the transaction had happened at beginning of the reporting period

Pro Forma Accounts – Baladna Q.P.S.C. QAR m Pro forma consolidated statement H1 2019 Pro forma consolidated statement FY 2018 Revenue 185.3 216.5 Gross Profit (50.0) (99.2) Other income 125.9 237.4 General and administrative expenses (18.8) (79.6) Marketing and distribution expenses (38.2) (34.8) Operating income 18.9 23.8 EBITDA 102.0 100.2 % margin 55.0% 46.3% BFI’s finance cost (52.5) (37.5) Finance cost reduction on settlement of loans 38.0 25.8 Pro forma finance cost (14.5) (11.7) Net profit 4.4 12.1 % margin 2.4% 5.6% Year H1 2019 (pre-IPO) Net proceeds from IPO Settlement of Debt Pro forma H1 2019 Total Equity 582.4 1,399.7* 1,982.2 Total Liabilities 2,860.0 (1,425.8) 1,434.2 Source: Baladna Q.P.S.C.’s unaudited pro forma consolidated statement of comprehensive income for H1 2019 and FY 2018 prepared by Ernst & Young Qatar Branch * Proceeds from the Offer, net of estimated issuance costs

Investor Presentation

BFI’s financial performance

BFI’s transformation since 2017 is beginning to yield solid financial results

• Since 2017, BFI has transformed itself by making significant capital investments in expanding its cow-based dairy production infrastructure
• As a result, BFI has witnessed significant growth in its revenue at a CAGR of 37.5% between 2016 and 2018 due to increased sales of dairy, livestock and other

products

• Gross profit between 2016 and 2018 was impacted by an increase in the cost of sales, which includes a large depreciation component resulting from BFI’s rapidly

growing fixed assets base

• However, in H1 2019, BFI managed to reduce cost of sales as a % of revenue due to economies of scale, cost savings from operating their distribution channels, and

the diversification and expansion of the dairy portfolio

• Other income consists mainly of compensation payments due from the Government of Qatar in line with the signed Support Agreement
• Earnings before Interest, Tax, Depreciation & Amortization (“EBITDA”) of BFI for FY 2018 was QAR 115.2m and QAR 20m for FY 2017, representing EBITDA

margins of 53% and 23%, respectively. The EBITDA margin increased to 55% in H1 2019

18 20 115.2 102

16% 23% 53% 55%

2016 2017 2018 H1 2019 EBITDA margin

QARm

114.6 88.5 216.5 185.3 2016 2017 2018 H1 2019 Revenue

QARm

28 BFI’s financial performance QAR m H1 2019 FY 2018 FY 2017 FY 2016 Revenue 185.3 216.5 88.5 114.6 Gross Profit (50.0) (99.2) (24.0) 2.5 Other income 125.9 237.4 13.9 17.2 EBITDA 102.0 115.2 20.0 18.0 % margin 55% 53% 23% 16% Net profit (33.6) 1.3 (42.6) 2.2 % margin (18.1%) 0.6% (48%) 1.9% Total Assets 3,442 3,113 1,972 419 Net Debt 2,600 2,125 1,124 33 Source: BFI Audited Financial Statements for FY 2016, 2017 and 2018. Reviewed H1 2019 Financial Statements

Investor Presentation

• Evaporative Cooling System (Misting)
• Fans for stall, lane and KorralKool Cooling

System (For Milking Parlor)

• Waste Management System
• State-of-the-art cow barns, calf barns
• Full fledged animal care hospital
• Prevention of cross contamination
• Moving to a disease-free status
• Keeping the surrounding farms disease free

State of the Art technology Biosecurity Protocols Best Practices

Operational Success leading to margin improvement

Proven strategy to increase total production of milk and yield per cow

29

210 1,339 2,811 3,960 5,252 5,664 8,513 10,685 20.00 25.59 26.20 27.59 23.50 26.05 30.22 32.84 0.0 5.0 10.0 15.0 20.0 25.0 30.0 35.0 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 2,000 4,000 6,000 8,000 10,000 12,000

Average Daily Milk Yield Per Cow

Number of milking cows Daily average milk yield per cow (Liters) Source: Baladna management

Investor Presentation

• BFI entered into an agreement (the “Support Agreement”) with the State of Qatar, represented by the Ministry of Finance and the Ministry of Commerce

and Industry, pursuant to which BFI will receive support in the form of fixed payments over a period of ten years in consideration of its significant investments in the Qatari dairy industry and its support of Qatar’s national food security program

• According to the Support Agreement signed between Government of Qatar and BFI, Baladna is entitled to receive an aggregate amount
• f up to QAR 1,269,620,438 over a 10 year period
• In line with the QFMA requirements for a Listing Application on the Qatar Exchange, two independent valuations were performed

by QFMA-licensed valuators The support agreement and its related support amount was not taken into consideration in the valuation of BFI Valuation has been prepared for BFI whereby 100% of its issued share capital will be acquired by Baladna Valuation Methodologies used: DCF, market multiples against listed peers

Support Agreement and Valuation

Support from the State of Qatar was not taken into consideration in the valuation of BFI

30

BFI’s Equity Value Purchase Price Capital Raised in IPO Baladna Q.P.S.C. Equity Value post IPO BFI’s Equity Book Value as of 30th June 2019 475,250,000 QAR 1,425,750,000 QAR 1,901,000,000 QAR 582,445,402 QAR

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

31 Investor Presentation

Investor Presentation

Guidance

Capital Expenditure Use of Proceeds Target Capital Structure Short Term Guidance (2019) Mid-term Objectives (2 years)

• Management has no plans to make new investments except those that have been already planned and budgeted
• Management will continuously monitor the market and review opportunities for investment in the future
• The net proceeds of the Offering will be used primarily to repay of the debt incurred by BFI during its recent expansion
• Pre-IPO: Equity 20%, Debt 80%
• Post-IPO: Equity 70%, Debt 30%
• Revenue growth expected to be 150%-170% compared to FY 2018
• EBITDA margin expected to be 40%-50%
• Target annual comparable revenue growth rates for 2020 and 2021 are expected to be 22%-32% and 3%-10% respectively
• Expected EBITDA margins range from 32% to 45%

Short and Mid-term Outlook

Strong margin improvement expected, while maintaining a conservative financial structure

32

Investor Presentation

Dividend and Distribution Policy

No dividend distribution for financial year 2019, but 50%-70% dividend payout ratio in the following years

33

Strategic Direction

General Provisions

• The amount available for distribution will be derived from net income from the fiscal year
• Shares acquired by investors in the Offering are eligible for dividends and distributions

Dividend Policy

• The Company intends to pay an annual dividend to its shareholders in the amount of 50%-70% of the Company’s net income

2019 Dividend

• The Board of Directors intends to retain all available funds for the fiscal year 2019 to support operations and to finance growth

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

34 Investor Presentation

Investor Presentation

27 October 2019 IPO subscription opening date for Retail Investors 7 November 2019 IPO subscription closing date for Retail Investors 21 November 2019 Allotment of Offer shares and refund of excess application amounts, if any 26 November 2019 Constitutive General Assembly 11 December 2019 Listing and start of trading of the shares on the Qatar Exchange 20 October 2019 Announcement of intention to float

Event Date*

3 4 5 6 2

* Note: indicative timetable subject to Qatar Exchange and Qatar Financial Markets Authority approval

Indicative timetable of key events for Investors

1

35

Investor Presentation 36

Subscription process

Step Description

Check you are eligible to participate

1

The Offering is open to: (a) individual Qataris nationals and legal entities incorporated in the State of Qatar, with a commercial registration certificate issued by the Ministry of Commerce and Industry; and (b) strategic investors, who are eligible to subscribe for Offer Shares in the Offering pursuant to the terms and conditions set out in the Prospectus and to whom such Offering is made.

Learn about the Company

2

Place an order at the Offer Price with any participating branch of a receiving bank in Qatar

3

It should be noted that the information in this document has been made available for information purposes only and is not a substitute for the Prospectus. You must obtain a copy of the Prospectus and read and understand it in full before deciding whether

• r not to purchase Offer Shares. Copies of the Prospectus may be obtained at participating branches of the Receiving Banks in
• Qatar. For more information visit the Baladna website at: www.baladna.com

If you have decided you wish to participate in the Offering, you can complete and submit the Application Form at a participating branch of your Receiving Bank to subscribe for shares at the Offer Price. The full details on minimum and maximum subscription amounts, subscription for minors, documents required, and other relevant terms and conditions can be found in the subscription

• forms. You will be required to pay in full for the Offer Shares that you are requesting to buy at the time at which you place your order.

Investor Presentation 37

Risks relating to Baladna Q.P.S.C. Risks relating to Baladna Food Industries

1 2

• No operating history of New Co. Baladna Q.P.S.C.
• Special Share and exercise of related rights by the Special Shareholder
• The Company may not pay dividends or pay smaller dividends than expected
• Future changes in financial regulations including tax
• Interruption or failure of the Company’s IT systems
• Resumption of imported supplies of fresh dairy products
• Future changes to Government protection of Qatari dairy industry and producers
• BFI may not meet the conditions for receiving financial support from the State of Qatar
• Strong competition from potential new entrants in the dairy sector
• Difficulties in meeting production targets
• BFI may be unable to obtain or maintain the required licenses
• Operations or sales may be impacted by an outbreak of a material disease or perception thereof
• Loss of, or reduction in, access to distribution channels
• BFI may be affected by a food safety event
• Shortage of quality animal feed at stable prices
• Failure to anticipate and respond to changes in consumer preferences
• Interruption or failure of BFI’s IT systems
• Dependence on concession agreements with the Ministry of Municipality and Environment
• Impact of natural disasters on the business and operations of BFI
• BFI's products are currently primarily for local consumption and no guarantee BFI will be able to export substantially
• Difficulty in managing new export markets
• Potential inability of BFI to develop new business
• Failure to retain existing and/or attract and recruit qualified and experiences personnel and management
• Interest Rate Risk
• Liquidity Risk
• Credit Risk
• Exchange Rate Risk / Foreign Currency Risk

Risk Factors (1/2)

Risk factors shall be read in conjunction with the Offering Prospectus for more details

Investor Presentation 38

Risks relating to the Offering, the Offer Shares and trading market

3

• The shares may not be a suitable investment for all investors
• The dividend policy, and its implementation, may be adversely varied
• The issuance of additional Shares in the Company may dilute all other shareholdings
• Potential for legal proceedings due to the nature of the Company’s business
• Market volatility
• Significant future sales of Shares may negatively impact their price
• Emerging markets deemed to be more volatile and riskier compared to developed countries and financial markets
• Qatar Exchange is an emerging market with no guarantee of consistent liquidity

Risks relating to Qatar

4

• Unstable diplomatic situation and trade restraints affecting Qatar
• Qatar’s economic dependence on oil and gas revenues
• Qatar has a historically high rate of inflation
• Changes to Qatari Riyal, or other regional currencies, pegging against US Dollar or floating of Qatari Riyal may lead to currency

instability

• The current insolvency regime in Qatar has not been tested by the Qatari courts
• Operating in a challenging economic environment

The above concise summary should be read in conjunction with the detailed information and analysis provided in the section titled “Risk Factors” in the IPO Prospectus

Risk Factors (2/2)

Risk factors shall be read in conjunction with the Offering Prospectus for more details

Gallery

Investor Presentation 40

Phase I

Aerial View of Phase I State-of-the-Art Milking Parlor and the Visitors’ Hall

Investor Presentation 41

Phase II

Aerial View of Phase II Latest Cow Barn Facilities

Investor Presentation 42

Optimum Climate Control Environment for the Comfort of our Cows

Investor Presentation 43

Our Holstein cows are monitored by world class veterinary services around the clock

Investor Presentation 44

Phase III

Aerial View of Phase III Our latest Dairy and Juice Plant The Plastic Factory

Investor Presentation 45

Plastic Factory Raw Materials

Polyethylene Terephthalate (PET) Resins Raw Material Storage Silos

Investor Presentation 46

HDPE Package Creation Process for the 2 Liter Bottles

Investor Presentation 47

Yoghurt Pail and Lid Package Creation Process (1Kg and 2Kg Packaging)

Investor Presentation 48

Bottle Caps Creation Process (for all PET and HDPE bottles)

Investor Presentation 49

Juice PET Packaging Creation Process (for 180ml and 1.5L bottles)

Investor Presentation 50

Raw Milk Supply through transport to Plant 3

Investor Presentation 51

Baladna’s Mixing Room: Pasteurization, Mixing, Fermentation, and Buffer Tanks

Investor Presentation 52

Latest Filling Technology and crating system for our Fresh Dairy Beverages

Investor Presentation 53

High-Tech Juice Filling Lines

Investor Presentation 54

Latest State-of-the-Art Fresh Filling Facilities

Investor Presentation 55

Fresh Filling Area

Investor Presentation 56

Top Notch Ultra-Heat Treatment (UHT) Process Facilities Long Life Milk

Investor Presentation 57

Ultra-Heat Treatment (UHT Milk) Processing Area

Investor Presentation 58

Our newest addition: The Cheese Factory

Investor Presentation 59

Cheese Manufacturing Area

Investor Presentation 60

Top End Storage Facilities

Investor Presentation 61

Crate Washing and Storage System

Investor Presentation 62

Current Baladna Products Range

Investor Presentation 63

Awafi Value Brand

Investor Presentation 64

1.5 Liter Chilled Juice Range

Investor Presentation 65

Distribution Across Qatar

Investor Presentation 66

From Factory to Market EVERYDAY

Investor Presentation 67

Baladna’s Communication Directions

Investor Presentation

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,

• r 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

• r 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. 68

Thank you