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Portfolio Companies nogaholding Annual Report 2018 01 DELIVERING SUSTAINABLE SOLUTIONS ANNUAL REPORT 2018

DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

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Page 1: DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

Portfolio Companiesnogaholding Annual Report 2018 01

DELIVERINGSUSTAINABLE SOLUTIONSANNUAL REPORT 2018

Page 2: DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

Portfolio Companies nogaholding Annual Review 201602

The Oil & Gas Holding Company B.S.C. (closed)GBCorp Tower, 18th Floor, Financial HarbourP.O. Box 1426, Manama, Kingdom of BahrainT: +973 17 111 900, F: +973 17 111 908Email: [email protected] Registration No. 66088

Page 3: DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

His Royal Highness Prince Khalifa bin Salman Al Khalifa

The Prime Minister,of the Kingdom of Bahrain

His Majesty King Hamadbin Isa Al Khalifa

The King,of the Kingdom of Bahrain

His Royal Highness Prince Salman bin Hamad Al Khalifa

The Crown Prince,Deputy Supreme Commander and First

Deputy Prime Minister

Page 4: DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

Portfolio Companies nogaholding Annual Report 201804

CONTENTSOverview Portfolio Companies

Chairman’s Statement 06

Board of Directors 08

Executive Management 09

Milestones 10

Vision, Mission, Values & Roles 12

Profile 14

Portfolio Growth 16

Corporate Governance 18

Portfolio Companies 20

Financial Statements 78

The Bahrain Petroleum Company (BAPCO) 22

The Bahrain National Gas Company (BANAGAS) & Bahrain National Gas Expansion Company (TAWSEAH) 34

Gulf Petrochemical Industries Company (GPIC) 42

Bahrain Aviation Fuelling Company (BAFCO) 52

Bahrain Lube Base Oil Company (BLBOC) 56

Tatweer Petroleum Company (TATWEER) 60

Bahrain LNG WLL (BLNG) 66

Bahrain Gasoline Blending (BGB) 70

BAC Jet Fuel Company (BJFCO) 74

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Portfolio Companiesnogaholding Annual Report 2018 05

Page 6: DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

Overview nogaholding Annual Report 201806

On behalf of the Board of Directors, it is with great pleasure that I present the 2018 annual report for The Oil and Gas Holding Company B.S.C. (c) (nogaholding).”

H.E. Shaikh Mohamed bin Khalifa bin Ahmed Al Khalifa

CHAIRMAN’S STATEMENT

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Overviewnogaholding Annual Report 2018 07

opportunities for Bahrainis. Bapco will also benefit from a more competitive, resilient and energy efficient facility, and one better equipped to meet future stringent environmental compliance regulatory standards and goals.

The strategic Bahrain LNG Import Terminal project is progressing as planned with expected completion in the second half of 2019. This is another major milestone that will ultimately give the country the security of supply that it needs to meet the growth in demand for natural gas for large industrial projects, power and water generation and for enhanced oil recovery.

nogaholding also continued to play a vital role in promoting best practice and encouraging operational excellence and benchmarking, risk management, business continuity management and business resilience within its portfolio companies. The portfolio companies were operated with high reliability and an exceptional level of safety performance was delivered. This was demonstrated by a number of awards for safety, health and environmental performance that were presented to the companies during the year.

I would like to thank the Board for their diligence, and the management and employees of nogaholding for their creative and hard work throughout 2018 and I wish the company another successful year in 2019.

In closing, I would like to express my sincere thanks and appreciation to the political leadership and the Government of the Kingdom of Bahrain for their continued support and encouragement which enables nogaholding to deliver sustainable earnings and achieve its long term strategic objectives.

Mohamed bin Khalifa Al KhalifaChairman

2018 was a milestone year as nogaholding successfully priced a US$1bn dual-tranche offering in October 2018. The US$500mm 6-year notes and US$500mm 10-year notes were nogaholding’s second issuance of their US$3bn Global Medium-Term Note (GMTN) programme following the debut offering in 2017. The issuance achieved its objectives by extending the debt maturity profile and completing the company’s funding requirements for the year in support of an ongoing capex programme. The offering also received very strong international support with over 70% of bonds allocated to US and UK investors. This was only the second international capital markets offering from Bahrain in 2018.

The performance of the nogaholding group of companies was robust over the past 12 months and the financial results of nogaholding were in line with the stakeholders’ expectations.

Two key projects were successfully commissioned in 2018; The Bahrain Gas Plant Project (BGP) with doubling Tawseah and Banagas combined capacity to 650 million standard cubic feet per day providing a significant long-term contribution to Bahrain’s economy. The second project is the AB Pipeline from Saudi Arabia, the new 118km long pipeline with a maximum nameplate capacity of 400,000 barrels per day replacing the existing 235,000 barrels per day pipeline. Another noticeable achievement was signing the Engineering, Procurement and Construction (EPC) contract for the multi-billion-dollar Bapco Modernisation Programme (BMP). The resulting larger and more complex refinery, with increased exports of higher value products, will generate positive cash flow for the Kingdom of Bahrain while providing new jobs and business

nogaholding along with its portfolio companies, continued to deliver a strong performance

2018 was a milestone year as nogaholding successfully priced a US$1bn dual-tranche offering in October 2018.”

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Overview nogaholding Annual Report 201708

BOARD OF DIRECTORS

H.E. Shaikh Mohamed bin Khalifa bin Ahmed Al KhlaifaChairman

H.E. Mr. Rasheed Mohammed Al-Mearaj

Dr. Fayez Hashim A. Latif Al-Sadah

Shaikh Tariq bin Mohammedbin Mubarak Al Khalifa

Mr. Yusuf Abdulla Humood

Mr. Yousif Abdul Hussain Khalaf

Overview nogaholding Annual Report 201808

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Overviewnogaholding Annual Report 2017 09

EXECUTIVE MANAGEMENT

Dr. Dafer Rashed Al JalahmaActing Chief Executive

Mr. Hassan Al-AlawiManagerPortfolio Management

Dr. Hassan Al MullaManager - Investments

Mrs. Afaf ZainalabedinGeneral Manager - Finance & Admin

Mr. Esam Al MahmeedHead of Treasury

Mr. Joseph HuseGroup General Counsel

Overviewnogaholding Annual Report 2018 09

Mr. Qaisar ZamanGeneral Manager - Investments

Page 10: DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

Overview nogaholding Annual Report 201810

13

THE ENERGY TOPERFORM FORTHE LONG TERM

20 20

20 20

20 20

08

09

10

11

12

- Continued strong performance despite economic downturn

- Increased portfolio with addition of JV in Skaugen Gulf Petchem Carriers

- Exceptional operational performance across portfolio

- Encouraging results despite strategic challenges

- Bapco refinery processed highest bpd in its history

- GPIC achieved highest production level in its history

- Development of Vision 2030 - Bahrain National Gas Expansion Company

(Tawseah) incorporated - Deal signed with Bapco for Lube Oil Plant

- Advancement despite difficult economic environment

- Increased portfolio with addition of Tatweer and BLBOC JVs

- Exploration of international investment opportunities

- Increase in oil field production by 33.3% - Inauguration of Vision Bahrain - Start up of Bahrain base oils plant

- An exceptional operational performance by portfolio companies

- Outstanding level of safety performance achieved

- Gas sales second highest since formation of plants

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Overviewnogaholding Annual Report 2018 11

20

20 20

20

14 17

15

16

18DELIVERINGSUSTAINABLE SOLUTIONS

- Bapco exceeded all time high of 48.9 million barrels - Tatweer successfully invested in oil recovery

strategies - GPIC Exceeded previous highest level of

production

- US$ 1 BN Note issuance - Bapco completed front-end engineering design for

BMP and awarded EPC - Awarded best sub-sovereign bond in EMEA Finance

Achievement Awards

- Bapco refinery produced record crude throughput

- Bafco fuelled over 41,000 aircraft - Bahrain LNG Import Terminal awarded to

international consortium

- Plans to further expand portfolio over next 5-years - Signing of US$ 570 MM Murabaha Facility to meet

expansion targets - Bapco Modernisation Programme (BMP) on schedule - Middle East LNG Deal of the Year for Bahrain LNG

Project

- Finished and delivered AB pipeline to Saudi Arabia

- EPC contractor signed with Bapco biggest agreement - Bapco Modernization Program (BMP)

- Nogaholding bond raised another $1 billion - Banagas expansion delivered

20

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Overview nogaholding Annual Report 201812

GROUNDED BY SOLID VALUESVISION, MISSION, VALUES & ROLES

Mission

To build, develop and manage a profitable portfolio of oil and gas industry related companies by investing effectively and promoting excellence

Vision

nogaholding aspires to contribute to profitable national economic diversification and growth by achieving sustained performance

Page 13: DELIVERING SUSTAINABLE SOLUTIONS - nogaholding · Teekay, Canada GIC, Kuwait Samsung C&T, South Korea Ownership 2015 30% Year 75% 12.5% 33.3% nogaholding Chevron, Bahrain Boubyan,

Overviewnogaholding Annual Report 2018 13

Values

- Integrity - Ingenuity - Entrepreneurship - Commitment - Accountability

Roles

- Governance - Portfolio Management & Growth - Promotion of Operational

Excellence and Best Practice - Provision of Professional Service - Develop Intellectual Capital

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Overview nogaholding Annual Report 201814

The Oil & Gas Holding Company B.S.C. (c) (nogaholding) was established by Royal Decree No. 77 for the year of 2007, promulgated on August 15, 2007.

Formation ofnogaholding

Addition ofTAWSEAH

Addition ofTatweer &

BLBOC

Addition ofSGPC

PROFILE

MILESTONES

2007 2008 2009 2010

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Overviewnogaholding Annual Report 2018 15

Addition ofBahrain LNG

Addition ofBGB

Addition of BJFCO

Exit of SGPC

Inaugural US$ 3 Billion Global Medium-Term Note

(GMTN) Programme

Finished and delivered AB pipeline to

Saudi Arabia

The company is the investment and development arm of the National Oil & Gas Authority (NOGA) and plays a fundamental role in the execution of the strategic plans of the authority and stewardship of the government’s investment in oil, gas and petrochemical sector in Bahrain.

2015 2016 2017 2018

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Overview nogaholding Annual Report 201716

Investment Strategy

nogaholding adheres to investment policies which it believes are disciplined and prudent in order to develop its investment portfolio and enable the growth of other Bahraini industries and sectors. The principal components of nogaholding investment policies are its well-defined and focused strategy, approved and regularly reviewed with its board of directors, and its investment process. Investment generally focuses on investments, both strategic to the country in order to provide meaningful employment, and economic to provide at least industry average overall return.

nogaholding continuously evaluates opportunities for partial or complete exits of direct investments within its portfolio when it makes commercial sense to do so, and exited from its 35% interest in SGPC in 2017. In certain strategic assets, nogaholding may continue to hold a majority interest for the foreseeable future. It may also increase its equity stake, when it considers it appropriate, as was the case in the area of upstream crude oil production with Tatweer in which nogaholding increased its equity stake from 51% to 100% in 2016.

Investment process

Identification01

02

03

04

06

05

07

08

Origination and Opportunity Sourcing

Screening and Preliminary Evaluation

Board Approval to Incur Expenses

Negotiation with Target or Potential Project Partner(if necessary)

Due Diligence

Availability of Funds and Leveraging

Board of Directors’ Final Approval

nogaholding continued the planning of long-term, strategic, major investment that would address the vision 2030 guiding principles of sustainability, competitiveness and fairness.

On the downstream side, advancement was made in the area of planning for the future refinery configuration. The objective is to increase the complexity of the refinery by 2022 such that the competitiveness of the refinery will be world-class, and the profitability will be immune from business cycle troughs.

The Bahrain LNG Company reflects long-term energy strategy set by The National Oil & Gas Authority (NOGA) to import Liquefied Natural Gas (LNG) to supplement domestic production and ensure gas demand is met.

As part of refuelling infrastructure projects in Bahrain, nogaholding has invested jointly with Bahrain Airport Company in BAC Jet Fuel project, expected to complete in 2020, for the purpose of construction and owing the new refuelling infrastructure at Bahrain International Airport following the relocation of the existing refuelling facilities.

PORTFOLIO GROWTH

Overview16 nogaholding Annual Report 2018

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Overviewnogaholding Annual Report 2017 17Overview 17

Year

33.3%33.3%33.3%

nogaholdingSabic, KSAPIC, Kuwait

Ownership

1979

33.3%

Year

27.5%27.5%45%

nogaholdingBapco

Neste Oil, Finland

Ownership

2009

55%

Year

50%50%

nogaholdingBahrain Airport Company

Ownership

2017

50%Year

100% nogaholding

Ownership

2008

100%

Year

85%15%

nogaholding & BapcoGreenergy, UK

Ownership

2016

85%

Year

60%27%13%

nogaholdingChevron, Bahrain

BP, Middle East

Ownership

1985

60%

Year

30%30%24%16%

nogaholdingTeekay, Canada

GIC, KuwaitSamsung C&T, South Korea

Ownership

2015

30%

Year

75%12.5%33.3%

nogaholdingChevron, BahrainBoubyan, Kuwait

Ownership

1979

75%

Year

100% nogaholding

Ownership

1929

100%

Year

100% nogaholding

Ownership

2009

100%

nogaholding Annual Report 2018

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Overview nogaholding Annual Report 201718

Governance

nogaholding has well-established governance standards with clearly defined policies, processes and systems that have been developed to ensure robust accountability.

nogaholding’s Board of Directors comprise a Chairman and five Board members who are appointed by His Royal Highness Prince Khalifa bin Salman Al-Khalifa, The Prime Minister, and His Royal Highness Prince Salman bin Hamad Al- Khalifa, The Crown Prince, Deputy Supreme Commander and First Deputy Prime Minister.

The Board holds primary responsibility for the implementation of nogaholding’s strategy and oversees nogaholding’s financial performance and management.

nogaholding acknowledges that good governance is essential for sustaining and enhancing company value and maintaining stakeholder confidence.

nogaholding does not seek to micro manage portfolio companies, but is represented on the boards of directors and influences through the Chief Executives and the managements of the companies in which it invests.

nogaholding acknowledges that good governance is essential for sustaining and enhancing company value and for maintaining stakeholder confidence. nogaholding aspires to the highest standards of ethical conduct and to complement its corporate mission, nogaholding has adopted a robust and pragmatic corporate governance framework founded upon integrity, transparency, competence and accountability.

CORPORATE GOVERNANCE

Overview18 nogaholding Annual Report 2018

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Overviewnogaholding Annual Report 2017 19Overview 19nogaholding Annual Report 2018

Transparency

nogaholding recognises the importance of building a clear understanding of who we are, what we invest in, and why we invest, in order to build trusted relationships with joint venture partners, the banking community, government bodies, and regulators in Bahrain and throughout the world.

nogaholding has in place a transparent and sound governance structure that provides for adequate operational controls, risk management and accountability.

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Portfolio Companies nogaholding Annual Report 201820

PORTFOLIOCOMPANIESOverview

The Bahrain Petroleum Company (BAPCO) 22

The Bahrain National Gas Company (BANAGAS) & Bahrain National Gas Expansion Company (TAWSEAH) 34

Gulf Petrochemical Industries Company (GPIC) 42

Bahrain Aviation Fuelling Company (BAFCO) 52

Bahrain Lube Base Oil Company (BLBOC) 56

Tatweer Petroleum Company (TATWEER) 60

Bahrain LNG WLL (BLNG) 66

Bahrain Gasoline Blending (BGB) 70

BAC Jet Fuel Company (BJFCO) 74

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Portfolio Companiesnogaholding Annual Report 2018 21

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Portfolio Companies22

THE BAHRAIN PETROLEUMCOMPANY (BAPCO)

Portfolio Companies22

Year of Establishment

Shareholding

Business/Sector

Capacity

Accreditation

1929

100% nogaholding

Oil exploration, refining, marketing and distribution of petroleum products

267,000 barrels per day

ISO 9001 QMS,ISO 14001 EMS,IS 18001 OHSASISO 22301 BCM, OEMS(Operational ExcellenceManagement Systemdesigned to PAS 99), City and Guilds Approved Center, Institute of Leadership and Management Approved Center

nogaholding Annual Report 2018

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Portfolio Companies 23

Bapco’s Investment in Business and Operational Excellence, Reliability Engineering and Personnel Development Returns Year on Year Performance Improvements

259,800BPCDCRUDE REFINED

56.1 vol%MIDDLE DISTILLATESPRODUCED

Double WinnerHEALTH & SAFETY

WINNERENVIRONMENTALMANAGEMENT

21.2 MillionHoursWITHOUT LOSTTIME INJURY

428SHIPSLOADED

Portfolio Companies 23nogaholding Annual Report 2018

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Portfolio Companies nogaholding Annual Report 201824

Operational Performance

The refinery Operational Availability (Solomon rolling average) was 96.68%, which is close to the pacesetter target of 96.81%. Mechanical Availability was 97.07%.

REFINERY PRODUCTIONON CRUDE PROCESSED

98.9 MILLION BBLS

Volumes in million barrels

Note: Imports/stockdraws of blending components & intermediate feedstocks are excluded from the refinery production above

INTERNATIONAL EXPORT

81.9 MILLION BBLS

16.9

19.88

1.4

15

0.4

0.7

25.8

1.5

14.4

0.42.86.2

17.2

0.6

29.5

1.9

24.2

0.80.4

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Portfolio Companiesnogaholding Annual Report 2018 25

Stable outlets for refined products were successfully secured in a challenging International Market that was over-supplied with middle distillates, contributing an additional circa $130 million above the benchmarked standard.

LOCAL MARKET CONSUMPTION

11.4 MILLION BBLSDOMESTIC EXPORT SALESJetA1 to Bahrain International Airport & Gasoil Bunkers

4 MILLION BBLS

SULPHUR

GASOIL/DIESEL

LPG

ASPHALT

GASOLINE

BASE OILS

NAPHTHA

KERO/JETFUEL OIL

LUBE PROPANE BUTANE

3.8

0.20.4

7.2

0.8

2.6

0.4

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Portfolio Companies26

Portfolio Companies26

Major Projects

Fire Water System ReplacementCost: $83.4 million EPC ContractContractor: JGC Gulf International CompanyCompletion: 2019

Crude Unit heaters’ replacementCost: $26.5 millionCompletion: 2019

Refinery Process Cooling Water System upgradingCompleted

Bapco Command CentreCompleted

100%

100%

80.41%

82.21%

nogaholding Annual Report 2018

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Portfolio Companies 27Portfolio Companies 27

The Oil and Gas Academy

A Learning and Development Center preparing employees and trainees to meet the future needs of Bahrain’s Oil & Gas industries.

Accreditation: Institute of Leadership and Management (ILM) and City & Guilds of UK.

The Learning & Development is a strategic business

partner delivering value to the business and to society by:

Satisfying customersby being a recognised centre of

excellence for world class learning.

Being an enterprising team comitted to growth through learning

and trusted by all stakeholders.

Empowering team membersto create a dynamic performance - oriented environment to meet

changing business needs.

nogaholding Annual Report 2018

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Portfolio Companies28

Learning & Development2018 highlights

2,676INDIVIDUALEMPLOYEESTRAINED

529TRAINING PROGRAMME

71,805LEARNING HOURS

Portfolio Companies28 nogaholding Annual Report 2018

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Portfolio Companies 29

413PROGRAMME

362PROGRAMME

2,967CONTRACTORSATTENDED BAPCO TRAINING PROGRAMMES

65GRADUATESCHOLARSHIPS

1,719*EMPLOYEES

751*EMPLOYEES

56TRAINEES SELECTED FOR THE DIPLOMA IN OIL & GAS ACADEMY

413INDUSTRIALTRAINING

3,886ATTENDEES

1,338ATTENDEES

333CHILDREN OF BAPCO EMPLOYEE SCHOLARSHIPS

54INJAZ BAHRAIN STUDENTMENTORSHIPPROGRAMME

Internal Training(Excluding Fire School & Contractor Industries)

* Represents individual employees for each training type

* Represents individual employees for each training type

External Training

Contractor, Scholarship, Diploma & Student Training

nogaholding Annual Report 2018

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Portfolio Companies30 Portfolio Companies30

The Bapco Modernisation Programme (BMP)

The Bapco Modernization Program (BMP) is Bapco’s long-term commitment to invest in the expansion and upgrade of its existing facilities. Once completed, it is expected that Bapco’s capacity will increase from around 267,000 barrels per day to 380,000 barrels per day.

Phase 4 (Project Execution) of the BMP kicked off on Feb 26, 2018.

2018 was a design and planning year. 2019 will see a major shift towards construction with upwards of 5,000 workers mobilizing in Bahrain to progress construction. Project Progress was nearly at 10% of the total scope.

BMP 2018 Highlights

Bid evaluations To select the preferred Engineering, Procurement and Construction (EPC) Consortium

100%

Package B Site Works awarded to Al Hassanain in Feb 2017, with work completed in Sep 2017.

100%

Environmental & Social Due Diligence (ESDD)

Established ESDD with an action plan, independent audit-ing and monitoring across BMP’s life cycle.

100%

Engineering, Procurement & Construction (EPC)

Awarded to Technip Construction100%

Front EndLoading (FEL)

refers to organized and progressively detailed project definition and execution development. Independent Project Analysis Inc. (IPA) concluded that the project FEL was Good to Best.

100%

nogaholding Annual Report 2018

Package A Site Works awarded to DownTown in Feb 2017. Cliff edge work measuring 2 km completed

100%

Zero Lost Time Incidents

2.1 Million hours100%

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Portfolio Companies 31Portfolio Companies 31nogaholding Annual Report 2018

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Portfolio Companies32 Portfolio Companies32

AB Pipeline Project

One of the most noteworthy achievements of 2018 was the on-budget commissioning of the new crude oil pipeline AB4 on October 3rd, 2018. The new pipeline replaces an existing, ageing 235,000 bpd link from Saudi Arabia, and also increases Bapco’s capacity to import Saudi Arabian crude oil for the BMP safely and efficiently.

The new pipeline is equipped with a sophisticated leak detection system, and has operations, environmental and security communication systems that are linked to the Bapco refinery control room for round the clock monitoring and control.

Numerous project management and construction challenges were successfully overcome, including removal of 40 million cubic meters of water encountered beneath the King Hamad highway, resulting in 5 large man-made lakes being formed in the desert and attracting a multitude of wildlife species.

112KMLENGTH

SITRAREFINERY

ABQAIQ, EASTERN SAUDI ARABIA

30 INCHPIPELINE

NAMEPLATE CAPACITY OF 400,000 BPD

nogaholding Annual Report 2018

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Portfolio Companies 33Portfolio Companies 33nogaholding Annual Report 2018

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Portfolio Companies34

BAHRAIN NATIONAL GAS COMPANY B.S.C. (BANAGAS)

BAHRAIN NATIONAL GASEXPANSION COMPANY S.P.C.(TAWSEAH)

Portfolio Companies34

Year of Establishment

Shareholding

Business/Sector

Capacity

Accreditation

BANAGAS TAWSEAH

1979

75% nogaholding12.5% Chevron Bahrain12.5% Boubyan, Kuwait

Gas processing Unit

650 MMSCFD (Combined)

ISO 9001 QMS, ISO 14001 EMS, ISO 18001 OHSAS, ISO 2000, IT

2008

100% nogaholding

Gas processing Unit

650 MMSCFD (Combined)

ISO 9001 QMS, ISO 14001 EMS, ISO 18001 OHSAS, ISO 2000, IT

nogaholding Annual Report 2018

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Portfolio Companies 35

148,800metric tonnes BUTANE PRODUCED

131,500metric tonnes PROPANE PRODUCED

8VESSELSLOADED WITH NAPHTHA

208,130metric tonnes NAPHTHA PRODUCED

97LOADING OPERATIONS WERE CARRIED OUT FOR LOCAL SALES OF PROPANE.

$204.45 MILLIONGROSS SALES REVENUE

Portfolio Companies 35

13 VESSELSLOADED WITH LPG

nogaholding Annual Report 2018

Operational Performance

129,500 metric tonnesOF PRODUCT WAS RECOVERED FROM REFINERY OFF GAS (ROG) ON BEHALF OF BAPCO.

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Portfolio Companies36

Portfolio Companies36

Major projects

Bahrain Gas Plant Project (CGP-III) Comprises building additional Gas Processing Train (CGP-III) and Storage expansion at Sitra.

Successfully achieved Financial Close (FC) for the $515 million syndicated loan facility with 7 participating banks.

107 employees recruited including 39 under the Bahrainisation programme approved by Tamkeen.

Successfully commisioned in November 2018 and started operation.

nogaholding Annual Report 2018

Pipeline and Sitra StorageExpansion

Construction works included foundation for pipe rack, compressors and other key equipment. Mechanical works on the new Butane and Propane product storage tanks are in progress. Successfully completed in November 2018 and started operation.

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Portfolio Companies 37

Plant Gas Throughput and ProductionTrain I, II & III

FEED GAS

Production volume in Metric Tonnes.

nogaholding Annual Report 2018

113,100

2014

109,900

2015

113,000

2016

107,400

2017

129,500

2018

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Portfolio Companies nogaholding Annual Report 201838

NAPHTHA

202,200

Production volume in Metric Tonnes.

Plant Gas Throughput and ProductionTrain I, II & III

PROPANE

BUTANE

95,200

108,600

2014

195,300

117,000

137,500

2015

195,600

118,800

137,700

2016

183,700

2017

110,200

124,000

208,900

2018

131,500

148,800

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Portfolio Companiesnogaholding Annual Report 2018 39

Production volume in Metric Tonnes. Product Export

PROPANE

BUTANE

NAPHTHA

202,200

2014

102,000

2014

91,600

2014

109,300

113,500

202,900

2015

2015

2015

124,600

118,900

199,600

2016

2016

2016

98,500

99,300

182,000

2017

2017

2017

115,973

109,075

201,130

2018

2018

2018

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Portfolio Companies40

Portfolio Companies40

Training and Development

821TRAINEES

195 COURSES

18,623TOTALTRAINING HOURS

2014

1051TRAINEES

286 COURSES

28,876TOTALTRAINING HOURS

2015

836TRAINEES

301 COURSES

30,006TOTALTRAINING HOURS

2016 1,222TRAINEES

191 COURSES

32,694TOTALTRAINING HOURS

20172,572TRAINEES

220 COURSES

49,787TOTALTRAINING HOURS

2018

nogaholding Annual Report 2018

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Portfolio Companies 41

Awards and Achievements

The Company’s commitment to highest standards of occupational health, safety and environment protection was recognised by the receipt of:

“Industry Sector Winner Award (Oil & Gas Industry)” from the Royal Society for the Prevention of Accidents (RoSPA) - UK.

“International Safety Award with Merit” from British Safety Council (BSC) – UK.

Portfolio Companies 41

4,339,280MAN-HOURSSUCCESSFULLY WORKED WITHOUT ALOST- TIME ACCIDENT SINCE AUGUST 2014

49,787HOURS TRAINING PROVIDED TO EMPLOYEES WITH 220 COURSES ATTENDED BY 2,572PARTICIPANTS

Combined OHSAS 18001:2007 and ISO 14001:2005 upgrade from Bureau Veritas Certification (BVC).

The Company successfully upgraded Environmental Management Standards ISO: 14001:2004 to ISO 14001:2005 in April 2018.

BSI confirmed continued accreditation to Quality Management Systems (ISO 9001:2015) to 2020.

nogaholding Annual Report 2018

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Portfolio Companies42

GULF PETROCHEMICAL INDUSTRIES COMPANY (GPIC)

Portfolio Companies42

Year of Establishment

Shareholding

Business/Sector

Capacity

Accreditation

1979

33.3% nogaholding33.3% Sabic, KSA33.3% PIC, Kuwait

Petrochemical Plant

Ammonia 1,200 MTPD Methanol 1,200 MTPDUrea 1,700 MTPD

ISO 9001 QMS, ISO 14001 EMS, ISO 18001 OHSAS, ISO 27001 ISMS, PAS 99 IMS, ISO 31000 RM, ISO 22301 BCM RC14001, EMS 50001, ISO 17020, ISO 17025, IFA P&SMS

nogaholding Annual Report 2018

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Portfolio Companies 43

Operational Performance

1.125 million metric tonnesTOTAL PRODUCTS WERE SHIPPED

1,604,725 metric tonnesTOTAL PRODUCTION OF AMMONIA, UREA AND METHANOL

59VESSELSLOADED

Portfolio Companies 43nogaholding Annual Report 2018

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Portfolio Companies44

UREA METHANOL AMMONIA

Achieved the highest ever daily average production of 2,019 MTPD in the month of December. It also achieved the highest ever capacity of 2,082 MTPD

The Urea Plant completed 112 days* of continuous product run

*Due to planned turnaround in April 2018

The Methanol Plant completed 254 days* of continuous product run

The Ammonia Plant completed 247 days* of continuous product run

Portfolio Companies44

21.8823.35

24.9726.57

28.00

Cumulative Total Production (Million Tonnes)2014 to 2018

2014 2015 2016 2017 2018

nogaholding Annual Report 2018

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Portfolio Companies 45

Onstream factor 2014 to 2018

Utilisation factor 2014 to 2018

METHANOL

METHANOL

AMMONIA

AMMONIA

UREA

UREA

99.94

103.64

99.93

103.44

100

111.86

2014

91.55

103.67

90.02

102.58

92.82

112.07

2015

99.55

106.96

99.08

102.21

99.65

112.87

2016

100

106.07

99.60

101.35

99.02

113.60

2017

91.2

105.20

94.60

102.10

92.60

113.40

2018

nogaholding Annual Report 2018

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Portfolio Companies46 nogaholding Annual Report 2018

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Portfolio Companies 47

37SHIPSLOADED

59%

METHANOL

METHANOL

UREA

UREA

AMMONIA

AMMONIA

18SHIPSLOADED

4SHIPSLOADED

5%

Methanol tanker loading was initiated by end-December 2016 for local sale. This progressed very well during 2018 resulting in a total of 1,629 MT Methanol being sold in the same year. The Methanol sold in Bahrain is used in downstream industry thus boosting the sustainable development of the country.

Export in 2018 (Products)

No. of Ships loaded in 2018

Portfolio Companies 47nogaholding Annual Report 2018

36%

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Portfolio Companies48

Exports by Country

India China Korea

Total QuantityExported (MT)

Total QuantityExported (MT)

47%33%20%

AMMONIA EXPORTS

METHANOL EXPORTS

Portfolio Companies48

49,324

408,076

nogaholding Annual Report 2018

Taiwan 39%China 36%Korea 9%Thailand 8% UAE 3%USA 3%Italy 2%

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Portfolio Companies 49

Brazil 31%India 24%Australia 14%Thailand 12%USA 7%China 6%South Africa 4%Korea 2%

Total QuantityExported (MT)

Total QuantityExported (MT)

UREA EXPORTS

CUMULATIVE EXPORTS (AMMONIA, METHANOL & UREA)

Portfolio Companies 49

667,720

1,125,122

nogaholding Annual Report 2018

Brazil 18%China 18%India 16%Taiwan 14%Thailand 10%Australia 8%Korea 5%USA 5%South Africa 2%UAE 2%Italy 2%

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Portfolio Companies50

Portfolio Companies50

UF85 Project

New Nitrogen PlantNew Ammonia & Methanol loading arms:

The contract for 22 metric tons per day (mtpd) Urea Formaldehyde (UF85) unit was awarded to JGC Gulf International Company, Saudi Arabia. The total cost of the project is $ 13 million. Actual production was achieved during quarter four of 2018. The project will contribute to securing GPIC’s chemical requirements for the manufacturing of Granular Urea. The project reflects GPIC’s commitment towards ensuring the sustainability and economic efficiency of its operations and the effective use of natural resources, minimizing its impact on the environment as well as biodiversity.

2018 was another extremely successful year for GPIC in terms of Safety, Security, Health and Environmental (SSHE) excellence.

In 2018 our biggest achievement and challenge was to complete the Maintenance Turnaround successfully in a Safe, Secure and Environmentally friendly manner. A daily peak work force of 4,000 regional and international contractors along with GPIC employees carried out the jobs safely and efficiently without any accident.

GPIC’s most noticeable achievements in the areas of safety, security, health and the environment are as follows;

GPIC achieved over 30 million accident free man-hours at the end of 2018, which is equivalent to 16 ½ years without an LTA.

A new Cryogenic Nitrogen unit with a capacity of 950 Nm3/hr was installed and commissioned during 1st quarter of 2018, the purpose of the unit is to meet the additional demand of Nitrogen on normal operations and during plant turnarounds. This Nitrogen Generator Package System is supplied by ‘Air Liquid, Global E & C solutions’ who have extensive experience in air separation plants with over 3,500 plants built around the world.

A new Cryogenic Nitrogen unit with a capacity of 950 Nm3/hr was installed and commissioned during 1st quarter of 2018, the purpose of the unit is to meet the additional demand of Nitrogen on normal operations and during plant turnarounds. This Nitrogen Generator Package System is supplied by ‘Air Liquid, Global E & C solutions’ who have extensive experience in air separation plants with over 3,500 plants built around the world.

Safety, Health andEnvironment Achievements

Portfolio Companies50 nogaholding Annual Report 2018

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Portfolio Companies 51

Management systems:

> 30 millionACCIDENT FREE MAN-HOURS AT THEEND OF 2018

4000DAILY PEAK WORK FORCE OF REGIONAL AND INTERNATIONAL CONTRACTORS ALONG WITH GPIC EMPLOYEES CARRIED OUT THE JOBS SAFELY AND EFFICIENTLY WITHOUT ANY ACCI-DENT.

• ISO 9001:2015 QUALITY MANAGEMENT,• ISO 14001:2015 ENVIRONMENT MANAGEMENT SYSTEM,• OHSAS 18001:2007 OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT SYSTEM,• ISO 22301:2012 BUSINESS CONTINUITY MANAGEMENT,• ISO 50001:2011 ENERGY MANAGEMENT SYSTEM,• ISO 27001:2013 INFORMATION SECURITY MANAGEMENT,• RC 14001:2015 RESPONSIBLE CARE MANAGEMENT SYSTEM,• PAS 99:2012 INTEGRATED MANAGEMENT SYSTEM, • ISO 17020:2012 REQUIREMENT FOR THE OPERATION OF VARIOUS TYPES OF BODIES PERFORMING

INSPECTION,• ISO 17025:2005 GENERAL REQUIREMENTS FOR THE COMPETENCE OF TESTING AND CALIBRATION

LABORATORIES,• HALAL CERTIFICATE FOR METHANOL,• IFA PROTECT & SUSTAIN MANAGEMENT SYSTEM – PRODUCT STEWARDSHIP PROGRAM

(EXCELLENCE).• GPIC ALSO COMPLIES WITH ISO 31000 RISK ASSESSMENT – GUIDELINE, AND PROCESS SAFETY

MANAGEMENT SYSTEM (PSM).

Portfolio Companies 51nogaholding Annual Report 2018

Awards and Achievements

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Portfolio Companies52

BAHRAIN AVIATION FUELLINGCOMPANY (BAFCO)

Portfolio Companies52

Year of Establishment

Shareholding

Business/Sector

Accreditation

1985

60% nogaholding27% Chevron, Bahrain13% BP, Middle East

Operate and maintainaviation fuel storage andhandling and into-planedelivery services.

ISO 9001 QMS, ISO 18001 OHSAS

nogaholding Annual Report 2018

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Portfolio Companies 53

41,405NUMBER OF AIRCRAFT REFUELLED IN 2018

Portfolio Companies 53

160MILLION US GALLONTOTAL VOLUME UPLIFT IN 2018

1,767,727BAFCO LTI FREE

466,613CONTRACTOR LTI FREE HOURS

nogaholding Annual Report 2018

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Portfolio Companies nogaholding Annual Report 201854

Operational Performance & Achievements:

- The total volume uplift at Bahrain International Airport has increased over the last 4 years with a total of 160 Million US gallons of fuel in 2018

- BAFCO (and its contractors) have achieved over 2.0 million man-hours without any Lost Time Incident

- No reduction in supply to Bahrain International Airport (BIA)

- Into plane labour efficiency improvement of over 20%

NO. OF AIRCRAFT REFUELLED

TOTAL VOLUME UPLIFT (MILLIONS USG)

2017

148

2014

131

2015

143

2016

144

2017

39,223

2014

40,836

2015

41,623

2016

40,946

2018

2018

41,405

160

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Portfolio Companiesnogaholding Annual Report 2018 55

BAFCO AND CONTRACTOR LTI-FREE HOURS

BAFCO LTI FREE

CONTRACTOR LTI FREE HOURS

411,100

2017

1,450,056

2016

1,450,056

2017

1,767,727

2018

466,613

2018

1,069,978

2014

1,228,157

2015

278,710

2014

290,083

2015

354,105

2016

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Portfolio Companies56

BAHRAIN LUBE BASE OILCOMPANY (BLBOC)

Portfolio Companies56

Year of Establishment 2009

Shareholding 27.5% nogaholding 27.5% Bapco 45% Neste Oil, Finland

Business/Sector Group III Very High Viscosity Index (VHVI) Lubricant Base Oils

Capacity 400,000 MTPY

Accreditation ISO 9001 QMS, ISO 14001 EMS, ISO 18001 OHSAS, ISO 22301 BCM OEMS (Operational Excellence Management System designed to PAS 99)

nogaholding Annual Report 2018

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Portfolio Companies 57Portfolio Companies 57

Operational Performance

Lube Base Oils

- Bapco operates and maintains the Lube Base Oil Plant at Sitra on behalf of the Bahrain Lube Base Oil Company (BLBOC) joint venture

- Neste used to lift and market all BLBOC products, however, from early Q4 2017, each shareholder has commenced marketing and selling its own equity share of product. Bapco markets Bahrain share with its registered brand BAPbase® that is now in the market

Finished Lubricants

- Bapco’s Finished Lubricants product range, officially launched in December 2014, uses BAPbase® base oils in some of its formulations

- Bapco’s domestic lubricant sales doubled over the last couple of years. A range of industrial lubricants, especially Turbine Oils and Industrial Gear Oils, are being developed for use at Refineries

- The domestic and export business continues to expand, with new customers and distributors in other GCC countries, as well as internationally

nogaholding Annual Report 2018

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Portfolio Companies58

FEEDSTOCK COST ($/MT)

nogaholding Annual Report 2018

TOTAL LUBE BASE OIL LIFTED (MT)

855.00

319,000

2014

498.00

353,000

2015

416.00

331,000

2016

515.00

363,000

2017

643.06

357,958

2018

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Portfolio Companies 59nogaholding Annual Report 2018

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Portfolio Companies60

TATWEERPETROLEUM

Portfolio Companies60

Year of Establishment

Shareholding

Business/Sector

Accreditation

2009

100% nogaholding

Redevelopment and growth of Bahrain field

QMS,ISO 9001:2008,Drilling Fluid Lab

nogaholding Annual Report 2018

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Portfolio Companies 61

1,021TOTAL NUMBER OF WELLS DRILLED SINCE TATWEER’S INCEPTION IN 2010, INCLUDING 7 KHUFF GAS WELLS.

667,118MAINTENANCEMAN-HOURSCOMPLETED

42,100BARRELS PER DAYAVERAGE OIL ANDCONDENSATEPRODUCTION

1.4BILLIONCUBIC FEET PER DAY PRODUCTION CAPACITY OFNON-ASSOCIATED GAS WAS SUCCESSFULLY MAINTAINED

250WELLS OUT OF 514 JOBS WERE STIMULATED DURING RIG OPERATIONS AND 191 WERE STIMULATED RIG-LESS TO IMPROVE PRODUCTIVITY

514WORKOVERS AND NEWCOMPLETIONS(3023 TO 2010)

Portfolio Companies 61

Operational Performance

nogaholding Annual Report 2018

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Portfolio Companies nogaholding Annual Report 201862

80,00250,00225,80050,412128,800

2018

2017

20162015

2014

Training & Development Hours

Gas Delivered (MMSCFD)

2,100

2,048

2,1002,192

2,283

2017 2018201620152014

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Portfolio Companies 63

2017 2018201620152014

949

1,021

883845

783

Black Oil Production(MBOPD)

No. of wells (cumulative)

Portfolio Companies 63

2016

44.4

2015

46.2

2014

44.1

nogaholding Annual Report 2018

2017

40.2

2018

38.2

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Portfolio Companies64

NEW 500 MMSCFD CGDF WAS COMMISSIONED

Despite the low oil prces, Tatweer endeavored to maintain oil and gas production levels. Efforts in this direction are now significantly more optimistic with the discovery of the Kahlij Al-Bahrain Basin, our large scale offshore shale formation, which is the biggest discovery since 1932 with over 80 billion barrels of tight oil in place. In addition, the dicovery of 10 to 20 trillion cubic feet of natural gas in the Pre-Unayzah reservoir is a welcomed development which aims to meet the increasing gas demands of the Kingdom of Bahrain.

Major Projects

Portfolio Companies64 nogaholding Annual Report 2018

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Portfolio Companies 65

DRONE TECHNOLOGY FOR SECURITY, SURVEILLANCE, AND EMERGENCY RESPONSE.

83%BAHRAINIZATION RATE

Achievements

Portfolio Companies 65nogaholding Annual Report 2018

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Portfolio Companies66

BAHRAIN LNG W.L.L. (BLNG)

Portfolio Companies66

Year of Establishment 2015

Shareholding 30% nogaholding 30% Teekay, Canada 24% GIC, Kuwait 16% Samsung C&T, South Korea

Business/Sector Receiving terminal for regasification of Liquified Natural Gas (LNG)

Capacity 800 MMSCFD

nogaholding Annual Report 2018

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Portfolio Companies 67Portfolio Companies 67

Operational Performance

Bahrain LNG construction commenced mid-Q4 2016 with GS Engineering & Construction (South Korea) as the main contractor. The majority of construction works were completed in 2018 and the project is now entering the Commissioning Phase.

At December 31st 2018:

- The breakwater and piling construction works were completed offshore;

- The offshore jacket structure fabricated in South Korea was transported to the offshore project site in Bahrain and permanently installed in Q2/18;

- The Regasification Platform fabricated by CUEL in Thailand was transported and installed onto the offshore jacket in Q4/18;

- The subsea and onshore pipeline has been installed, including the sections constructed by Horizontal Directional Drilling (HDD) by NSCC;

nogaholding Annual Report 2018

- Offshore pipe racks and access trestles were fabricated by AMA in Bahrain and installed offshore;

- Civil works on the Onshore Reception Facility (ORF) have been concluded;

- Equipment for the Nitrogen Production Facility (NPF) has been delivered and installed.

- The “Bahrain Spirit” FSU was delivered from DSME and was engaged in short term trading.

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Portfolio Companies nogaholding Annual Report 201868

836,066TONNES OF ROCK

A further 23,238 tonnes of rock placed to complete the inner core of the breakwater (total of 836,066 tonnes)

14 millionMAN HOURS

Over 14 million man hours completed with 1500 workers at peak production

215 PILES

Completed 81 piles to conclude the piling works or 215 total piles

Achievements

Project executed in full compliance with the Equator Principles, an industry benchmark for determining, assessing and managing environmental and social risks in a project.

Safe transportation and float over installation of the 7,500 tonne offshore jacket and Regasification Platform from Asia.

Completion of 2.2km and 750m Horizontal Directional Drilling for the installation of the 24inch gas pipeline OVER 14 MILLION MAN

HOURS COMPLETED WITH 1500 WORKERS AT PEAK PRODUCTION

9,334ACCROPODES

7,422 accropodes positions to complete the outer armour of the breakwater (total 9,334 tonnes)

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Portfolio Companiesnogaholding Annual Report 2018 69

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Portfolio Companies70

BAHRAIN GASOLINE BLENDING (BGB)

Portfolio Companies70

Year of Establishment 2016

Shareholding 85% nogaholding & Bapco 15% Greenergy, UK

Business/Sector Gasoline Blending Facility

Capacity Understudy

nogaholding Annual Report 2018

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Portfolio Companies 71Portfolio Companies 71

Operational Performance

The joint venture has successfully developed a dedicated gasoline blending & trading system with the aim of positioning Bahrain as a leading participant in the Middle East gasoline market

- BGB started “Go Live” operations on 20th Feb 2017 as planned

- A fully functional independent entity capable of trading, blending, risk management and financing

- BGB blended more than 13 million barrels of gasoline for Bahrain & export markets since inception

- BGB has trading relationships with most of the major refineries & traders in the region

nogaholding Annual Report 2018

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Portfolio Companies72

MAJOR INJURY

0

MINORINJURY

0

INCIDENTS(NEAR MISS)

0

Achievements

Active gasoline trading from Bahrain:BGB has been an active participant in the import and export market and has successfully executed trades in the Middle East, Europe and Asia

Risk management: BGB manages price risk by hedging its exposure via trading in the financial derivatives market.

Portfolio Companies72 nogaholding Annual Report 2018

2018 Turnaround from Inception to Operations

Feb’17

Mar-Aug’17 Sep’17

Nov’17

Feb’18 Aug’18

Dec’18

‘Go Live’ Standalone entity blending gasoline for Bahrain market

First export cargo in many years from Bahrain; Actively trading since then

First shareholder’s meeting in Bahrain

Successful financial audit

Bahrain jurisdiction registered in exchange

Preliminary study for construction of new tanks completed

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Portfolio Companies 73nogaholding Annual Report 2018

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Portfolio Companies74

BAC JET FUELCOMPANY (BJFCO)

Portfolio Companies74

Year of Establishment

Shareholding

Business/Sector

2016

50% nogaholding,50% Bahrain AirportCompany

Construction and owning the new refuelinginfrastructure at BIA

nogaholding Annual Report 2018

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Portfolio Companies 75Portfolio Companies 75

BAC Jet Fuel Company is in the process of expanding (1) the hydrant system and (2) construction a new fuel storage facility (Fuel Farm) at the Bahrain International Airport.

Project Fuel Hydrant Fuel FarmMain Contractor Amana Pipeline Construction Amana Pipeline Construction

Start Date March 2017 March 2017

Completion date Q3 2020 Q3 2019

Overall Progress 46% 64.59%

Total Man-Hours to end-Dec 2018 128,576 870,011

Lost Time Incident (LTI) 0 1

Accomplished Activities - Phase 1 is completed

- Phase 2 is completed

- Main storage tanks 1 & 3 tank farm & External Painting work is completed.- Main storage tank 4 – Tank farm is completed and External painting work is

under progress.- Fire water tank – Tank farm is completed and External painting work is

under progress.- Operations & Control building – Super structure work is completed and

MEP / finishing work is under progress.- Substation – Super structure is completed and internal painting / electrical

conducting is under progress.- Fire pump shelter, Fuel hydrant shelter, recirculation shelter – Foundation,

grade slab and PEB work is completed.- Parking dispenser (2No) - Foundation, grade slab and PEB work is

completed.- Fueller loading shelter - Foundation, grade slab and PEB work is

completed.- Jumbo fueller parking – PEB work is completed and grade slab work is

under progress.- Bridger Offloading – Foundation and grade slab work is completed.- Vehicle Service Building – Foundation work is completed, Grade slab work

/ PEB work is under progress.- External GRE Fire water line / foam line / OWS line – under progress.- Above ground foam line installation – under progress.

nogaholding Annual Report 2018

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Consolidated Financial Statements nogaholding Annual Report 201876

FINANCIALSTATEMENTSConsolidated Statement of Financial Position 78

Consolidated Statement of Profit or Loss and Other Comprehensive Income 79

Consolidated Statement of Cash Flows 80

Consolidated Statement of Changes in Equity 82

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Consolidated Financial Statementsnogaholding Annual Report 2018 77

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Consolidated Financial Statements nogaholding Annual Report 201878

2018 BD ‘000

2017BD ‘000

ASSETS Non-current assetsProperty, plant and equipment 986,265 944,198Capital work-in-progress 454,018 430,607Investments in associates and joint venture 69,753 62,822Long-term assets 25,408 24,207Derivative financial instruments 3,036 1,697Restricted cash 13,412 10,598

1,551,892 1,474,129

Current assetsInventories 204,193 203,688 Trade and other receivables 477,797 365,959 Due from a related party 815,564 590,351 Derivative financial instruments 2,720 568 Cash and bank balances 809,516 458,649

2,309,790 1,619,215 TOTAL ASSETS 3,861,682 3,093,344

EQUITY AND LIABILITIESEquityShare capital 1,184,400 1,184,400Capital adjustment account (421,609) (421,609)Contribution from shareholder 438,271 346,762Sinking fund reserve 160,125 160,125Statutory reserve 334,219 323,915Cash flow hedge reserve 3,951 2,540Retained earnings 381,473 288,098 Equity attributable to the shareholder of the Parent 2,080,830 1,884,231Non-controlling interests 9,555 8,115Total equity 2,090,385 1,892,346

LiabilitiesNon-current liabilitiesBorrowings 1,121,050 609,340 Employees’ end of service benefits 18,864 17,241 Retention payable - 6,848 Abandonment and restoration costs obligations - 182,609

1,139,914 816,038

Current liabilitiesBorrowings 32,461 5,655 Dividend payable 56,400 56,400 Trade and other payables 531,041 321,978 Retention payable 8,957 - Income taxes payable 2,524 927

631,383 384,960 Total liabilities 1,771,297 1,200,998 TOTAL EQUITY AND LIABILITIES 3,861,682 3,093,344

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAt 31 December 2018

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Consolidated Financial Statementsnogaholding Annual Report 2018 79

2018 BD ‘000

2017BD ‘000

Sales 2,857,389 2,307,255 Cost of sales (2,275,386) (1,673,862)Gross profit 582,003 633,393 Other income 66,516 63,063 Staff costs (90,402) (79,667)Maintenance and other expenses (97,211) (93,289)Other expenses (171,098) (146,080)Depreciation (156,421) (137,627)Operating profit 133,387 239,793 Finance income 9,467 8,651 Finance costs (45,907) (12,353)Share of profit from associates and joint venture - net 11,578 2,388 Loss on disposal of an associate - (952)Profit before income tax 108,525 237,527 Income tax expense (4,024) (927)Net profit for the year 104,501 236,600

Other comprehensive income Other comprehensive income to be reclassified to profit or loss in subsequent periods:Gain on cash flow hedge 1,339 1,697 Share of gain on cash flow hedge from an associate 72 843

Other comprehensive income not to be reclassified to profit or loss in subsequent periods:Actuarial gain 438 191 Share of actuarial gain (loss) from associates 204 (195)TOTAL COMPREHENSIVE INCOME FOR THE YEAR 106,554 239,136

Net profit for the year attributable to:Shareholder of the parent 103,037 236,210 Non-controlling interests 1,464 390

104,501 236,600

Total comprehensive income attributable to:Shareholder of the parent 105,090 238,746 Non-controlling interests 1,464 390

106,554 239,136

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHERCOMPREHENSIVE INCOMEFor the year ended 31 December 2018

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Consolidated Financial Statements nogaholding Annual Report 201880

2018 BD ‘000

2017BD ‘000

OPERATING ACTIVITIESNet profit before tax for the year 108,525 237,527 Adjustments for: Depreciation 156,421 137,627 Bahrain crude oil purchases 4,319 4,797 Fees from gas field operations (112) (1,283) Finance income (9,467) (8,651) Finance costs 45,907 12,353 Share of profit from associates and joint venture - net (11,578) (2,388) Loss on disposal of an associate - 952 Loss on acquisition of a joint venture and a subsidiary 551 - Property, plant and equipment and capital work-in-progress written-off 3,730 478 Provision for slow-moving inventories 513 600 Provision for doubtful trade and other receivables 16,033 11,723 Provision for employees' end of service benefits 2,830 2,593 Fair valuation (gain) loss on derivatives, net (644) 426 Working capital changes: Inventories (385) (5,691) Trade and other receivables (131,088) (98,331) Trade and other payables 202,588 102,509 Retention payable 2,109 4,125 Net cash flows from operations 390,252 399,366 Employees' end of service benefits paid (706) (1,320)Income tax paid (2,427) - Net cash flows from operating activities 387,119 398,046

CONSOLIDATED STATEMENT OF CASH FLOWSFor the year ended 31 December 2018

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Consolidated Financial Statementsnogaholding Annual Report 2018 81

2018 BD ‘000

2017BD ‘000

INVESTING ACTIVITIESPurchase of property, plant and equipment (81,105) (55,742)Additions to capital work-in-progress (316,391) (247,534)Additions in associate - (10,717)Consideration received on disposal of an associate - 1,743 Dividends received from associates (3,774) - Movement in long-term assets (1,201) (643)Movement in restricted cash (2,814) (509)Finance income received 9,467 8,651 Investment in a subsidiary - (964)Net cash used in investing activities (395,818) (305,715)

FINANCING ACTIVITIESNet movements in amounts due from a related party (134,988) (211,093)Proceeds from borrowings 538,516 539,218 Repayment of borrowings (5,655) (5,655)Finance costs paid (38,283) (5,726)Movement in shareholders current accounts of Bafco (24) (89)Dividends paid - (56,550)Net cash flows from financing activities 359,566 260,105

NET INCREASE (DECREASE) IN CASH AND BANK BALANCES 350,867 352,436 Cash and bank balances at 1 January 458,649 106,213 CASH AND BANK BALANCES AT 31 DECEMBER 809,516 458,649

CONSOLIDATED STATEMENT OF CASH FLOWS (continued)For the year ended 31 December 2018

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Consolidated Financial Statements nogaholding Annual Report 201882

Equity attributable to equity shareholder of the parent

Sharecapital

BD ‘000

Capitaladjustment

accountBD ‘000

Contributionfrom

shareholderBD ‘000

Sinkingfund

reserveBD ‘000

StatutoryreserveBD ‘000

Cash flow

hedgereserveBD ‘000

Retainedearnings*

BD ‘000Total

BD ‘000

Non-controlling

interestsBD ‘000

TotalBD ‘000

At 1 January 2018 1,184,400 (421,609) 346,762 160,125 323,915 2,540 288,098 1,884,231 8,115 1,892,346

Net profit for the year - - - - - - 103,037 103,037 1,464 104,501

Other comprehensive income - - - - - 1,411 642 2,053 - 2,053

Total comprehensive income - - - - - 1,411 103,679 105,090 1,464 106,554

Movement in non-controlling interest:

shareholders current accounts of Bafco - - - - - - - - (24) (24)

Transfer to statutory reserve - - - - 10,304 - (10,304) - - -

Contribution in kind - - 91,509 - - - - 91,509 - 91,509

At 31 December 2018 1,184,400 (421,609) 438,271 160,125 334,219 3,951 381,473 2,080,830 9,555 2,090,385

At 1 January 2017 1,184,400 (421,609) 318,960 160,125 300,294 - 132,063 1,674,233 7,643 1,681,876

Net profit for the year - - - - - - 236,210 236,210 390 236,600

Other comprehensive income (loss) - - - - - 2,540 (4) 2,536 - 2,536

Total comprehensive income - - - - - 2,540 236,206 238,746 390 239,136

Dividends proposed and paid - - - - - - (56,550) (56,550) - (56,550)

Movement in non-controlling interest shareholders current accounts of Bafco - - - - - - - - (89) (89)

Acquisition of non-controlling interest - - - - - - - - 171 171

Transfer to statutory reserve - - - - 23,621 - (23,621) - - -

Contribution in kind - - 27,802 - - - - 27,802 - 27,802

At 31 December 2017 1,184,400 (421,609) 346,762 160,125 323,915 2,540 288,098 1,884,231 8,115 1,892,346

* Retained earnings include non-distributable reserves arising from consolidation of subsidiaries amounting to BD 144,300 thousand (2017: BD 144,207 thousand).

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2018

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Consolidated Financial Statementsnogaholding Annual Report 2018 83