Investor Presentation September 2017 NATIONAL CENTRAL COOLING - - PowerPoint PPT Presentation

NATIONAL CENTRAL COOLING COMPANY (PJSC)

Investor Presentation

September 2017

National Central Cooling Co.

(DFM:TABREED)

Tabreed – September 2017 Investor Presentation 2

• These materials have been prepared by and are the sole responsibility of the

National Central Cooling Company PJSC, ‘Tabreed’ (the “Company”). These materials have been prepared solely for your information and for use at the call/presentation. By attending the meeting/call where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations

• These materials are confidential and may not be further distributed or

passed on to any other person or published or reproduced, in whole or in part, by any medium or in any form for any purpose. The distribution of these materials in other jurisdictions may be restricted by law, and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions

• These materials are for information purposes only and do not constitute a

prospectus,

• ffering

memorandum

• r
• ffering

circular

• r an offer to sell any securities and are not intended to provide

the basis for any credit or any third party evaluation of any securities or any

• ffering
• f

them and should not be considered as a recommendation that any investor should subscribe for or purchase any

• securities. The information contained herein has not been verified by the

Company, its advisers

• r

any

• ther

person and is subject to change without notice and past performance is not indicative of future results. The Company is under no obligation to update or keep current the information contained herein

• No person shall have any right of action (except in case of fraud) against the

Company or any other person in relation to the accuracy or completeness of the information contained herein. Whilst the Company has taken all reasonable steps to ensure the accuracy of all information, the Company cannot accept liability for any inaccuracies or omissions. All the information is provided on an “as is” basis and without warranties, representations or conditions of any kind, either express or implied, and as such warranties, representation and conditions are hereby excluded to the maximum extent permitted by law

• The merits or suitability of any securities to any investor's particular situation should

be independently determined by such investor. Any such determination should involve inter alia, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of any securities

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contained in and not consistent with these materials and, if given or made, such information or representation must not be relied upon as having been authorized by

• r on behalf of the Company
• These materials are not intended for publication or distribution to, or use by any

person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. The securities discussed in this presentation have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be

• ffered
• r

sold except under an exemption from, or transaction not subject to, the registration requirements of the Securities Act. In particular, these materials are not intended for publication or distribution, except to certain persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act

• These materials contain information regarding the past performance of the Company

and its subsidiaries. Such performance may not be representative of the entire performance of the Company and its subsidiaries. Past performance is neither a guide to future returns nor to the future performance of the Company and its subsidiaries

• These materials contain, or may be deemed to contain, forward-looking statements.

By their nature, forward- looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the

• future. The future results of the Company may vary from the results expressed in, or

implied by, the following forward looking statements, possibly to a material degree. Any investment in securities is subject to various risks, such risks should be carefully considered by prospective investors before they make any investment decisions. The directors disclaim any obligation to update their view of such risks and uncertainties

• r to publicly announce the result of any revision to the forward-looking statements

made herein, except where it would be required to do so under applicable law

Disclaimer

Index

A | Overview of Tabreed B | Business overview D | Board of Directors and Senior Management C | Financial Performance E | Capital Structure F | Conclusion

Tabreed – September 2017 Investor Presentation 4

A GCC wide environment-friendly company delivering shareholder returns

Tabreed is ..

• A provider of a part of GCC’s critical infrastructure
• Delivering and operating district cooling solutions with high reliability
• Creating sustainable value for our shareholders
• Providing uninterrupted service to our customers and maintaining the comfort of the communities we serve

We aim to be the partner of choice for Governments and Corporations across GCC in providing environmentally friendly cooling solutions

EFFICIE CIENT AN AND ENVIR VIRONMENT FRI RIENDLY Y OPERA RATIO IONS

We harness the most efficient technology and utilize

• ur extensive experience to deliver reliable and energy

efficient cooling solutions that are environmentally friendly

SUSTAIN INABLE LE LONG-TERM SHAR HAREHOLD LDER RETU RETURNS

We generate sustainable long-term returns for our stakeholders on the back of the utility infrastructure business model

RE REGIONAL L LE LEAD ADER

As the region's preferred provider of cooling solutions, we focus on our customers' needs and deliver comfort, value and service to all the communities we serve

Tabreed – September 2017 Investor Presentation 5

District Cooling Benefits

Overall cooling represents 70% of peak energy consumption…

District Cooling (DC) is 50% more energy efficient than Conventional Cooling (CC)…

DC has ~16% lower life cycle cost than CC

KWh/RTh Other District Cooling Conventional Cooling Industry Variable Capex Charged Monthly Paid Upfront

13% 63% 7% 17%

70%

District Cooling leads to substantial energy, economic and environmental benefits

• 50%

District cooling Conventional cooling

49 45 51 39

Conventional cooling District cooling

• 16%

A cooling plant supplies chilled water via an underground piping network to more than one building in a service area (or district) What is District Cooling

HEAT EXCHANGER

Tabreed – September 2017 Investor Presentation 6

Tabreed at a glance

Environmentally responsible operations reducing green house gas emissions

annual reduction in energy consumption in the GCC through Tabreed’s DC services in 2016 Enough energy to power

Serving iconic projects across the region

48,000

homes in the UAE every year

=

1.4 billion kWh

713,000 tons

annual elimination of CO2 emissions = The equivalent of removing

143,000

cars from our streets every year

Approaching

1.1m RT

delivered to clients One of the world’s largest district cooling companies

72

plants in 5 countries Equivalent to cooling towers the size of Burj Khalifa

108

Dubai Metro ClevelandClinic Abu Dhabi Jabal Omar Project Sheikh Zayed Grand Mosque Dubai Parks and Resorts Etihad Towers

Tabreed – September 2017 Investor Presentation 7

The only listed DC Company and operating across the region

5 GCC Countries | 72 Plants | Approaching 1.1m tons of cooling

Bahrain 26k RT

Diplomatic Area - 1

Qatar 196k RT

West Bay – 2 Pearl - 1

KSA 77k RT

Aramco - 1 Jabal Omar -1

Oman 16k RT

KOM - 1 Lulu – 1 Remal Castle - 1

UAE 769k RT

Abu Dhabi – 38 Dubai –18 Northern Emirates – 7

• Partnership with ACWA Holding and others
• Owns and operates first significant DC plant in KSA – Saudi Aramco (32 kRT)
• Also owns and operates a DC plant in the Holy City of Mecca for Jabal Omar Development Co. (45 kRT)
• Operates the DC plant servicing the landmark KAFD development (50 kRT)

Landmark Projects: Saudi Aramco, Jabal Omar Development

Saudi Tabreed District Cooling Company (Tabreed 25%)

• A partnership between Tabreed and prominent Omani pension funds
• Owns and operates 3 plants serving Knowledge Oasis Muscat, Oman Avenues Mall and Remal Castle (added during

Q2 2017) Landmark Projects: Knowledge Oasis Muscat and Oman Avenues Mall

Tabreed Oman (Tabreed 60%)

• Owns and operates 1 DC plant (26 kRT)
• Plant runs using sea water to provide cooling to the most prestigious developments in Bahrain

Landmark Projects: Reef Island, Financial Harbour, World Trade Centre

Bahrain District Cooling Company (Tabreed 90%)

• Joint Venture with United Development Company
• Owns and operates the world’s largest 130 kRT DC plant on The Pearl (109 kRT)
• Also owns and operates 2 DC plants and a concession in Qatar’s West Bay (87 kRT)

Landmark Projects: The Pearl – Qatar, West Bay

Qatar District Cooling Company (Tabreed 44%)

• 59 consolidated plants, 4 held through associates and joint ventures
• Plants in 6 emirates of the UAE - Abu Dhabi, Dubai, Ajman, RAK, Sharjah and Fujairah
• 769 kRT delivered to clients including some of UAE’s most prominent landmarks

Landmark Projects: Dubai Metro, Dubai Parks and Resorts, Sheikh Zayed Grand Mosque, Yas Island, Al Maryah Island

National Central Cooling Company and its UAE investments

• Only listed DC company in GCC markets
• Uniform utility infrastructure model implemented across GCC
• Long term contracts underpinning stability of earnings and returns for shareholders

Capacity (kRT) UAE Qatar KSA Bahrain Oman Total Consolidated 667

• 26

16 709 Equity Accounted 102 196 77

• 375

Total 769 196 77 26 16 1,084

Tabreed – September 2017 Investor Presentation 8

Utility business model with fixed revenue providing ~92% of returns

• Capacity charges reflect the

cooling capacity reserved for the customer

• Consumption charges recover the

cost of cooling consumed and is billed based on metering

• Consumption billing follows a bell

curve in line with average temperatures in the region

• Capacity bills are a fixed amount every

month

• Blended EBITDA margin is the highest

in the winter months, average 49% for the year

• Consumption revenue covers all

variable costs of operation

• Capacity revenue covers fixed

O&M, finance and corporate costs and provides return on capital

64% 36% Capacity Consumption

59% 45% 43% 55% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Capacity Consumption EBITDA Margin 64% 37% 92% 36% 63% 8%

Revenue Costs and Overheads Total EBITDA Capacity Consumption

Ca Capacit ity Ch Charges Co Consumption Ch Charges

Contracted cooling load (RT) FI FIXED Cooling consumed (RTh) VAR ARIABLE (M (MET ETERED)

Majority of revenue comes from capacity charges

Capacity revenue is fixed for the year while consumption revenue varies

Consumption is a pass through and capacity provides returns

25 25 year con

• ntract

Index

A | Overview of Tabreed B | Business overview C | Board of Directors and Senior Management D | Financial Performance E | Capital Structure F | Conclusion

Tabreed – September 2017 Investor Presentation 10

A successful turnaround story - Tabreed’s journey so far

• Tabreed was incorporated in 1998 and was listed on the DFM upon its formation
• Key customers agreements were signed in the first seven years with UAE Armed Forces and Aldar
• The 2008 financial crisis led to recapitalization in 2011 and since then Tabreed has :
• Adopted a new utility business model focusing on chilled water segment
• Signed firm off-take contracts with credit-worthy and quality customers and expanded its geographical footprint
• Tabreed of today employees over 1000 staff and has 72 plants in 5 GCC countries providing the infrastructure for the region’s

sustainable development while providing sustainable returns to its shareholders

1998 The UAE Offset Program sowed the seeds of Tabreed

• Signed an

agreement to supplythe UAEAF

• Listedonthe

DFM 2000 2005 2006-2008 2011 2012 2014 Signed an agreement with Aldar and the RTA

• Issued Mandatory

convertible bond of AED 1.7 billion

• Rapidly expanded in

4 other GCC countries 2009 Recorded a loss of over AED 1.2 billion due to economic slowdown; Management changed Closed UAE’s FirstCommercial Recapitalization Program; Mubadala injects AED 3.1bn NIof AED 236 million, build-out program complete

• Completed

refinancing

• Signed agreement

with Meraas

• Acquired Al Maryah

Island plant

• Renewed contract

with UAE-AF

Connected Capacity (RT) 2000 2005 2010 2016 2017

Group Capacity 2,000 97,000 597,000 1,048,000 1,084,000 UAE Capacity 2,000 97,000 477,000 746,000 769,000

2015

• MCB repurchase
• Renewed Aldar agreement
• 20% increase in dividends

2017

• New AED 1.5 bn Islamic

Financing

• Conversion of MCBs

issued to Mubadala

• Engie made strategic

investment in Tabreed; acquired 40% stake

Tabreed – September 2017 Investor Presentation 11

Long term contracts with credit-worthy customers

• UAE Armed Forces was the first customer of the Company and continues to be an important partner
• Tabreed cools multiple military and training facilities
• Cooling agreement was renewed in 2014 for another 20 years
• Roads and Transport Authority of Dubai (RTA) is responsible for transport, roads & traffic in the Emirate of Dubai
• Tabreed has been providing cooling to all metro stations of the iconic Dubai Metro project since 2009
• Long term 27 year contract
• Aldar Properties PJSC is the leading real estate developer in Abu Dhabi and listed on ADX
• Tabreed and Aldar have been in partnership since Aldar’s incorporation in 2005
• Providing cooling to Aldar’s developments on Yas Island, Al Raha Beach, Reem Island and Abu Dhabi Island
• Cooling agreement was renewed in 2015 for another 30 years

Owned and Consolidated Plants Joint Ventures and Associates

Tabreed’s UAE joint ventures and associates have long term contracts with key Government clients such as Mubadala, Cleveland Clinic Abu Dhabi, Abu Dhabi Global Market Square, ZonesCorp et al while also serving reputable private customers such as Aldar and Al Hilal Bank Our joint ventures and associates also provide cooling to key Government clients such as Saudi Aramco, King Abdullah Financial District and King Khalid International Airport. Also serve reputable private customers such as United Development Company in Qatar and Lulu in Oman

The top 3 customers accounted for ~60% of chilled water revenues in 2016

Tabreed – September 2017 Investor Presentation 12

Guaranteed and price certain contracts provide stability of future earnings

• Tabreed’s average initial contract length is over 25 years
• It is expected that contracts will be renewed at or before expiry:
• Useful life of plant, equipment and network is expected to exceed contract terms
• No viable or economical alternative is available for customers whose developments have been designed for DC
• Tabreed has recently renewed and extended contracts with key customers making up over 45% of capacity revenues

Long term contracts and utility business model lead to stable, consistent and recurring revenues

Over 96% of capacity revenue is locked in for the next 10 years and Management’s target is to renew contracts on or before their expiry

100% 100% 100% 99% 99% 99% 99% 98% 97% 96% 96% 50% 60% 70% 80% 90% 100% 300,000 350,000 400,000 450,000 500,000 550,000 600,000 650,000 700,000 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Consolidated capacity Revenue contribution (no CPI)

Tabreed – September 2017 Investor Presentation 13

Pursuing growth opportunities across GCC

Well placed to benefit from growth opportunities in the region through a mix of existing concessions and assets and new plants

• Over 60kRT of fully contracted capacity to be connected by end of 2018 in UAE, Qatar, Saudi, Bahrain and Oman and 36kRT

added by the end of H1 2017

• Tabreed is also positioned to benefit from several captive concession-like arrangements with customers across the region

Concessions

Concession-like arrangements leading to captive growth

New plants

New plants and developments with take-or-pay contracts

Existing plants

72 plants across the region provide

• pportunity for new

connections

Connections to existing plants, high margin and increasing utilization

• Tabreed has added around 50kRTto existing plants since 2011
• Usually requires no additional fixed cost and provides higher margins
• Possible additions in the future could be up to 5% of total capacity

New plants, driven by the real estate market

• 3 plants under construction in the GCC (1 each in Oman, Qatar and UAE)
• Major projects include King Khaled International Airport (15kRT), West Bay 3 in

Qatar (15kRT) and other projects in Oman Concession-like arrangements, providing captive growth from key customers

• Various arrangements across the GCC providing captive growth
• UAE – Yas Island, Maryah Island, Raha Beach, Dubai Parks
• Qatar – Pearl Qatar
• KSA – Jabal Omar development
• Bahrain – Reef Island and Bahrain Financial Harbor

Tabreed – September 2017 Investor Presentation 14

19 years experience of building, operating and maintaining plants

Tabreed’s in-house team has been successful in designing, building, operating and maintaining some of the biggest District Cooling systems across the region for over 19 years

Corporate 19% Operational 33% Maintenance 22% Building Maintenance 26%

O&M STRATEGY Operate and maintain plants and facilities to provide a consistently high level of service efficiently while preserving the value of the assets

Proven operations track record

• In-house operation of all plants since 1998
• Less than 1% unscheduled downtime and no major outage or supply

interruption in 19 years of operations

• Strong operating track record underpinned by comprehensive

maintenance plans and critical equipment redundancy

• Recognized as a regional leader and contracted by 3rd parties to manage

their plants and facilities

24/7 manned operations

• Operators present at plants at all times
• Regular operational and HSE training and development programs for
• perators
• Integrated control and monitoring of all major equipment in plants using

SCADA

• Recently launched optimization project to reduce power consumption and

enhance plant performance

Centralized maintenance

• Experienced in-house maintenance teams to serve all plants
• Operations and maintenance is fully integrated into the business strategy
• Rigorous predictive and preventive maintenance schedule with a lifecycle

view

• Stand-by team on hand to address any unplanned maintenance needs
• Emergency and recovery plans in place to deal with any outages
• In house building maintenance team to support certain customer side

cooling infrastructure

Project design and delivery

• Joint venture with SNC Lavalin to provide EPC expertise. JV has so far

constructed more than 60 plants for Tabreed and third parties

• Experienced in-house project management team to manage delivery of

projects

• Designed complex systems specific to customer needs such as Dubai

Metro, Yas Island, Dubai Parks and others

Headcount Plant Performance

0.0 Availability 99.4% Major outage

Cost Breakdown

778 Employees

EBITDA split % of Revenue Variable cost (76% electricity) 32% Plant Operations 4% Plant Maintenance 4% Total Operational Cost 40% Corporate overheads and others 11% Total Costs 51% EBITDA 49%

Tabreed – September 2017 Investor Presentation 15

Focus on Health, Safety and Environment

Health, safety and environment is a cornerstone of our operations and an integral part of business planning and strategic goal setting.

• Integrating HSE into plant
• perations and processes
• Development of Tabreed’s HSE

manual

• Regular HSE training and

awareness programs to enhance HSE readiness

• All Tabreed and most

contractor employees have been trained over the past 2 years

• Regular internal and external

HSE audits to ensure compliance with UAE regulations and international standards

• HSE tracking system for

effective monitoring of HSE performance and objectives

Implementation

• Recipient of International

Organization for Standardization and British Standard Institute certifications

• ISO 9001 for quality

management systems

• ISO 14001 for

environment management systems

• OHSAS 18001 for
• ccupational health

and safety management systems

Certifications

• Senior management is fully

committed to HSE with direct reporting line to the CEO

• Reporting HSE

performance to the Board

• f Directors on monthly

basis

• HSE steering committee

comprises HSE, Operations and Internal Audit heads

• Multiple plant and site

visits performed each year by CEO and senior management

Leadership & Commitment

• Conduct business in

socially responsible manner

• HSE is a key consideration

in business planning and decisions

• Comply with all regulations

and industry best practices

• Ensure all employees are

trained and motivated to adopt and develop HSE culture

• Seek continuous

improvement in HSE performance

HSE Policy

Index

A | Overview of Tabreed B | Business overview C | Board of Directors and Senior Management D | Financial Performance E | Capital Structure F | Conclusion

Tabreed – September 2017 Investor Presentation 17

Board of Directors and Senior Management

Experienced Board and Management with diverse industry experience

Jasim Husain Thabet Chief Executive Officer

• Currently Chief Executive Officer,

Aerospace, ICT and Renewables

• Managing Director of Abu Dhabi

Racing

• Board member of Masdar,

Emirates Global Aluminum, Abu Dhabi Motorsports Management, Mubadala Petroleum, GLOBALFOUNDRIES, Finance House and Cleveland Clinic Abu Dhabi LLC

• Board member of Saudi Tabreed

and Qatar Cool

• Joined Tabreed in August 2012
• Over 15 years of experience in the

regional energy, infrastructure and utilities industries, including the district cooling sector

• Prior to joining Tabreed, Jasim was

Vice-President in Mubadala Development Company’s Industry Unit, with responsibility for managing several of the Unit’s key assets

• Also held senior positions with

General Electric Power Systems, and ZADCO, one of the region’s leading oil producers

Khaled Abdulla Al Qubaisi Chairman

Board Member Background H.E. Dr Ahmad Abdulla Belhoul

• Minister of State, Higher Education Affairs, Abu

Dhabi Mohamed Jameel Al Ramahi

• CEO, Masdar

Mohammed Al Huraimel Al Shamsi

• Senior Vice President in the Industry Unit,

Mubadala Saeed Ali Khalfan Al Dhaheri

• Investments Director at Ali & Sons, UAE

Paulo Almirante

• Executive Vice President, ENGIE Group

Sébastien Arbola

• CEO, ENGIE Middle East, South & Central Asia

and Turkey Frédérique Dufresnoy

• Deputy Director Métier Business to Territories,

ENGIE Group Frederic Claux

• Head of Acquisitions, Investments and Financial

Advisory, ENGIE Group Executive Management Background Stephen Ridlington Chief Financial Officer

• Over 20 years with BP in several senior finance

roles including Deputy CFO and Group Treasurer

• f TNK-BP

Hamish Jooste Chief Legal Counsel

• Over 17 years of experience in corporate law,

mergers and acquisitions, private equity and project finance

Index

A | Overview of Tabreed B | Business overview C | Board of Directors and Senior Management D | Financial Performance E | Capital Structure F | Conclusion

Tabreed – September 2017 Investor Presentation 19

Consolidated Income Statement (AEDm) 2016 Revenue 1,280 Operating cost (682) Gross Profit 598 Administrative and other expenses (193) Profit from Operations 405 Net finance costs (156) Other gains and losses 1 Share of results of associates and joint ventures 117 Net Profit 367

• Tabreed consolidates companies it controls (generally >50% ownership) while the rest are equity accounted
• Equity accounted companies include : Qatar Cool, Tabreed Saudi, Al Maryah plant, S&T Cool, Sahara Cooling
• Tabreed is split in to two business segments
• Chilled water: Companies providing district cooling services in UAE, Oman and Bahrain
• Value chain business: Non-core companies engaged in pipe manufacturing, chemical supply and consulting in the UAE
• Chilled water makes up 95% of total revenues, EBITDA, and Net Income
• While value chain businesses are profitable, they contribute less than 4% to Tabreed’s Net Income and EBITDA

Tabreed Consolidated Consolidated companies Chilled Water

Tabreed’s 53 plants owned in UAE and 3 plants in Bahrain and Oman

Value Chain

Non-core companies engaged in manufacturing and consulting

Equity accounted investments

Chilled water investments in UAE (9 plants), Qatar (3 plants) and Saudi (2 plants) and SNC JV

Structure of Tabreed’s financial statements

Tabreed’s Financial Statements

Tabreed – September 2017 Investor Presentation 20

Core Chilled Water business drives performance growth

Capacity (kRT) Chilled Water Revenue and Share of results (AED m) Chilled Water Profit From Operations (AED m)

UAE Qatar KSA Other GCC Total

Revenue

1,119

• 49

1,168

Operating Costs

(580)

• (37)

(617)

Gross Profit

540

• 11

551

Gross Profit Margin

48%

• 22%

47%

Profit from Operations

382

• 5

387

OP Margin

34%

• 10%

33%

Share of Results of Associates

37 45 35

• 116

1,103 2014 1,035 2013 1,027 2016 1,168 +4% p.a. 2015 Equity accounted Consolidated 348 359 370 387 +4% p.a.

2015 34% 2014 35% 2013 32% 33% 2016 Profit from Operations Margin

UAE is the foundation for consistent performance with exciting opportunities in GCC beginning to materialize Chilled Water Geographical Breakdown (AED m)

638

2014

638

2013

616 +4% p.a.

2016

683

2015

+22% p.a.

2015

336

2014

319

2013

201

2016

365

+21% p.a. 2016 117 2015 2014 85 2013 66 99 Share of Results CW Revenue

Tabreed – September 2017 Investor Presentation 21

Headline Performance

Stable utility infrastructure business with strong cash flows that continues to deliver earnings and dividend growth

H1 2015 507 H1 2014 H1 2016 639 555 37 602 63 48 516

+7% p.a.

526 H1 2017 483 43 579 H1 2017 1,084 344 730 636

+5% p.a.

354 H1 2016 980 H1 2014 926 612 641 314 953 H1 2015 312 UAE Govt

Revenue growth from existing and new business

• Utility business model leads to steady increases in revenue and profitability
• Total Group Revenue up 10%, reaching AED 639m, driven by new capacity additions
• Chilled Water revenue up 17% due to a 10% increase in consolidated capacity

combined with impact of utility tariff and CPI pass through

Profitability and value to shareholders Strong operating performance and financial position

• Predictability in earnings driven by capacity charge
• Net income and EBITDA have grown at 9% and 6% annually since 2014
• Increasing profitability driven by economies of scale and cost control
• Net income and EBITDA up 20% and 12%, respectively in H1 2017

Long-term contracts with credit worthy customers

• Providing over 1.1m RT of cooling across GCC– growing 5% annually since 2014
• Consolidated capacity increase of 10% and equity accounted capacity of 11% y-o-y
• Long term price certain contracts (~25 years) ensuring stability in earnings
• ~46% of UAE capacity contracted with Government clients

Financial Results (AED m) Group Revenue (AEDm) Group Connected Capacity (kRT)

Chilled Water Value Chain

308 211

+9% p.a.

193 264 160 178 259 179 149 275 186 153 H1 2014 H1 2017 H1 2015 H1 2016 Profit from Ops Net Income EBITDA 30% 48% 44% 45% 48% Net Income Margin 28% Gearing Operating Profit Margin 33% EBITDA Margin 32% 2016 2017

• Longstanding track record of dividend payment
• EBITDA margin steady at 48% in 1H 2017
• Net Profit margin improved by over 2% y-o-y to 30% in 1H 2017
• New Islamic financing to further strengthen capital structure

Tabreed – September 2017 Investor Presentation 22

Index

A | Overview of Tabreed B | Business overview C | Board of Directors and Senior Management D | Financial Performance E | Capital Structure F | Conclusion

Tabreed – September 2017 Investor Presentation 23

Conversion of MCBs and strategic investment from Engie

The transaction How it benefits Tabreed?

• Tabreed gains a global industry player as a key long term strategic shareholder
• Mubadala has reiterated its commitment to the company and remains the majority shareholder
• Conversion of MCBs leads to over AED 150m of cash flows savings by 2019 and a simplified capital structure
• Tabreed aims to leverage ENGIE’s global business development and operations expertise to further accelerate growth and

development

Who is ENGIE?

• ENGIE is a global energy leader with over $30 billion market cap, over 155,000 employees and operations in 70 countries
• Headquartered in Paris, ENGIE key business ventures are in power, natural gas and energy services (including district cooling).

They have a strong footprint in the region with over 30GW of electricity assets alone

• ENGIE is already a leader in district energy with operations in Europe and South East Asia

Free cash flow upside post conversion

• Tabreed has been reporting all numbers on a fully diluted basis (such as EPS) and paying

dividend on the fully diluted shares

• After an early conversion, annual MCB coupon of AED 86m would not be paid post conversion

and represents 3 fils per share of cash flows savings

• Last coupon was paid in July for Q2 2017
• Mubadala became the majority shareholder of Tabreed in 2011 after the recapitalization, investing

AED 3.1bn in the company

• Tabreed has successfully completed its turn around into a profitable utility infrastructure business

and is now well positioned for future growth

• All MCBs issued to Mubadala were converted into 1,977m shares on 16 August 2017 taking total

shares outstanding to 2,715m

• Engie acquired 1,086m shares or 40% of Tabreed from Mubadala value of AED 2.62 per share

42% 40% 18% Float Tabreed’s ownership after completion

9% Coupon Total 6% 4% Dividend

Annual coupon cost saving

Tabreed – September 2017 Investor Presentation 24

Capital Structure – As at 31st August, 2017

Robust capital structure with sustainable leverage ratios

Equity & Liabilities 31% Bank Debt Share Cap. Other liabilities Reserves AED 8.8 bn 24% 88% 14% 9% 12% Islamic Financing 22% Assets

Current assets

Non-current assets Equity (53%) Liabilities (47%)

• AED 1.7bn of syndicated bank loan for Tabreed UAE
• Includes AED 185m of overseas subsidiaries debt, Bahrain and Oman
• Also includes AED 265m of non-recourse project finance debt
• See following slide
• Retained earnings, statutory and other reserves
• Common share capital (2,716m shares; 42% Mubadala, 40% Kahrabel Fze,

(Engie))

• Includes routine Accounts payable and accruals
• Also includes capex payable to contractors

Other Liabilities Bank Debt Reserves Issued Capital

• AED 1.5 bn refinancing of existing bank debt via a receivables-based

financing

• Lighter covenants and extended tenor at a similar cost

Islamic Financing

Tabreed – September 2017 Investor Presentation 25

Debt portfolio; New Islamic Financing improves financial flexibility

• Management’s strategy has been to match debt tenors to asset life
• During Q2, Tabreed refinanced AED 1bn of existing corporate debt via a receivables-based contract financing whilst securing

AED 500m of additional debt capacity in the process

• New financing provides greater financial flexibility as a result of lighter covenants and extended tenor at a similar cost of

current corporate debt

• Sharia compliant loan funded by Abu Dhabi Islamic Bank, Abu Dhabi Commercial Bank, and Mashreq Al Islami
• Initial tenor of 10 years
• Reduces refinancing risk on corporate debt by removing AED 800m from the 2021 bullet

Tranche Main purpose Drawn Amount (AED m) Undrawn Amount (AED m) Maturity

Tranche 1 Refinance current debt 1,025

• 2027

Tranche 2 Current capex tranche – to fund ongoing investment 195

• 2027

Tranche 3 Future capex tranche – to fund future investments

• 293

2027 Total debt 1,220 293

AED 1.5bn refinancing with AED 500m of new debt capacity

Borrower Type Drawn Amount (AED m) Undrawn Amount (AED m) Currency Interest Hedging (%) Maturity Tabreed Term loan 1,680

• AED

EIBOR + margin 98 2021 Tabreed Revolver 58 392 AED EIBOR + margin

• 2021

Tabreed Islamic Financing* 1220 293 AED EIBOR + margin

• 2027

Dubai Parks SPV Project Finance 187 10 AED EIBOR + margin 61 2032 ICT SPV Project Finance 78

• AED

EIBOR + margin 75 2031 Bahrain DC Company Term loan 120

• USD

LIBOR + margin

• 2019

Tabreed Oman Term loan 65 9 OR Fixed margin 100 2024 Total debt 3,408 704 55%

Debt position as at 31st August 2017

* This facility is expected to be hedged 60% by the end of the year

Tabreed – September 2017 Investor Presentation 26

Index

A | Overview of Tabreed B | Business overview C | Board of Directors and Senior Management D | Financial Performance E | Capital Structure F | Conclusion

Tabreed – September 2017 Investor Presentation 27

Unique GCC-wide infrastructure assets company

Why Tabreed

• One of the largest district cooling companies in the world with experienced management team
• 19 year track record of excellent operational performance, on-time delivery of projects and expertise in financing DC assets
• Relationships with Government and key real estate developers across the region
• A strong shareholder base with Mubadala and ENGIE providing support and operations growth

Seeking and investing in

• pportunities

across GCC

• Focus on stable Chilled Water leading to enhanced value from existing plants and increasing operational efficiencies
• Seeking and investing in organic and inorganic projects across the GCC
• De-risking projects by using “take or pay” fixed date contracts and ring-fenced project financing

Robust Financial Results

• Sustainable, stable and predictable results, low operating risk business model with strong margins
• Double digit growth in EBITDA and Net Income since 2012, driven by capacity additions and CPI pass through
• Strong cash generating ability, EBTIDA growing at 6% annually

Why District Cooling Track record of delivering capacity growth

• 158kRT capacity added since H1 2014
• 60kRT of signed up capacity additions expected by 2018, 36kRT delivered in H1 2017
• Regional footprint allows access to varied growth opportunities
• Operational track record, customer relationships and financial strength to benefit from growth in the region
• District Cooling is a critical part of the growing GCC infrastructure
• District Cooling is 50% more efficient in consuming electricity than conventional cooling reducing energy consumption, carbon

footprint, and state subsidies while also being 16% cheaper for the customer

Tabreed – September 2017 Investor Presentation 28

Tabreed’s turnaround has been recognized by market players and has increased shareholder value

Shareholder Returns

• 5 consecutive years of dividend distribution beginning in 2012; 2016 dividend payout of 6.5 fils/share
• Share price beating DFM and MSCI Emerging Markets index since 2016
• A strong shareholder base with Mubadala and ENGIE providing support and operations growth

Solid performance vs DFM index

Cash dividend yield (% of 31 December share price) 2014 to date – Market price of Tabreed, DFM, ADX and MSCI Emerging Markets

Mubadala, 42% Engie, 40% Other Institutions, 12% Retail, 6% UAE, 91% GCC, 3% Arab, 1% Other, 5%

Shareholder Composition and Geographical Spread

10 20 30 40 50 60 70 80 90 0.0 0.5 1.0 1.5 2.0 2.5 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17

Volumes (Million) Indexed to Tabreed price (AED)

Volume Tabreed DFM MSCI-EM 4.1% 2.1% 4.6% 5.0% 3.2% 2012 2013 2014 2015 2016

NATIONAL CENTRAL COOLING COMPANY (PJSC)

Management looks forward to engaging with shareholders and investors at the following events

Thi hird qua quarter earn earnings gs call all End of October 2017 EFG MENA & Frontier conference, London 6 – 9 November 2017 BAM AML MEN ENA con

• nference, Dubai

15 – 16 November 2017 Yea ear en end earn earnings s call all End of January 2018

Contact us

Saket Somani

Churchgate Partners

Tel: +971 4 3132432 Email: Tabreed@churchgatepartners.com

Richard Rose

VP – Finance

Leila Al Marashi

VP – Corporate Communications Tel: +971 2 2020400 Email: IR@tabreed.ae Tel: +971 2 2020399 Email: LAlmarashi@tabreed.ae

Tabreed – September 2017 Investor Presentation 30

APPENDICES

Tabreed – September 2017 Investor Presentation 31

Engie – A global energy leader

History

• ENGIE Group was formed by merger between many of the biggest names in European industry over a period of more than 180

years

• Companies merged over years include Société Générale de Belgique, Compagnie Universelle du Canal Maritime de Suez, Société

Lyonnaise des Eaux et de l’Éclairage, Gaz de France (GDF) and International Power

Key Highlights

• Operations in over 70 countries across the world; #1 producer of non-nuclear power in the world
• 112.7 GW of installed power production capacity across the world; #1 independent power producer
• 343 exploration and/or production licenses across 13 countries; #1 importer of LNG in Europe and #5 in world
• 19.5 GW of installed power production capacity in renewable energy; 8.1 GW under construction
• #2 natural gas transport and #1 natural gas distribution networks in Europe
• #1 supplier of energy efficiency services in the world
• 228 district cooling and heating networks in 13 countries
• €70 billion in revenues
• €16 billion of growth investment over 2016-2018

Overview

• ENGIE group has a strong presence at every link in energy value chain, from low-carbon generation to the provision of energy-

efficient solutions for all its customers

• ENGIE is focused on its 3 core businesses of Electricity, Natural Gas and Energy Services to support and develop a new vision of

energy for the world: sustainable energy available to everyone

Tabreed – September 2017 Investor Presentation 32

Stable core business model delivering consistent performance

Capacity (fixed) Consumption (variable) Total Revenue, net of amortization 64 36 100 Utility Costs

• (32)

(32) Plant operation & maintenance (9)

• (9)

Depreciation (11)

• (11)

Gross Profit 44 4 48 Corporate overheads (16)

• (16)

Profit from Operations 28 4 32 Add back: depreciation & amortisation 16

• 16

EBITDA 44 4 48

68% 12% 48%

Profit Statement (% of revenue) – based on 2016 results

64% of the revenue is fixed

Stable and predictable earnings - 91% of EBITDA arises from capacity charges

• Tabreed bills customers for capacity (fixed) charges and consumption (variable) charges
• Capacity charges reflect the cooling capacity (in RT) reserved for the customer and are

generally fixed, subject to escalation based on country CPI every year

• Consumption charges recover the cost of cooling consumed. Contractually, any change in

variable cost is generally passed through to the customers

• Tabreed’s EBITDA is driven by capacity charges allowing recovery of plant operation cost,

corporate overheads and providing a strong return on capital invested

Billing structure and profitability

36% 64% Consumption Capacity 61% 39% 9% 91%

Only 39% of the cost is against fixed revenue, rest is passed through Hence, 91% of the EBITDA is from capacity revenue

Tabreed – September 2017 Investor Presentation 33

Income Statement

Key Observations

Stable utility infrastructure business model enables consistent performance with ~50% EBITDA margins

Consolidated Financials (AED m) H1 2017 H1 2016 Variance % Revenue 639 579 61 +10% Chilled water revenue (94%) 602 516 86 +17% Value chain businesses (6%) 37 63 (26)

• 41%

Operating cost (327) (295) (31) +11% Gross Profit 313 283 29 +10% Gross profit margin 49% 49% Administrative and other expenses (101) (97) (4) +4% Profit from Operations 211 186 25 +14% Operating profit margin 33% 32% Net finance costs (82) (75) (7) +10% Other gains and losses 1 4 (3)

• 71%

Share of results of associates and joint ventures 62 48 14 +29% Income attributable to non-controlling interests (0) (3) 3

• 92%

Net Profit 193 160 32 +20% Net profit margin 30% 28% EBITDA 308 275 33 +12% EBITDA margin 48% 48%

• Revenue growth of 10% in H1 2017 reflecting capacity additions
• Net profit increase is driven by 17% increase in the chilled water segment
• Higher finance cost primarily reflects increase in EIBOR rates partly offset by portfolio hedge to fixed rates
• Associates and JVs continue to perform well with a 29% increase in share of results
• Gross margins remained stable, consistent with utility business model

Tabreed – September 2017 Investor Presentation 34

Key Observations

• Higher cash balance primarily due to strong operating cash flows and increase in gross debt as existing corporate debt was

refinanced:

• AED 1,334m of new debt, largely reflecting drawdown on a new Islamic Financing of AED 1,220m
• AED 1,116m of repayments reflecting AED 945m repayment of existing corporate debt and scheduled debt repayments
• Increase in accounts receivables primarily due to short term timing delays in customer collection which was rectified in July 2017

Balance sheet continues to show strength and positions Tabreed to finance further growth

Consolidated Financials (AED m) Jun 30, 2017 Dec 31, 2016 Variance % Fixed Assets 6,937 6,977 (39)

• 1%

Investments in associates and JVs 831 826 5 +1% Accounts Receivable 523 409 114 +28% Cash and Short Term Deposits 500 390 110 +28% Other Assets 62 60 3 +5% Total Assets 8,854 8,661 193 2% Equity and Reserves 2,660 2,666 (5)

• 0%

Convertible bonds - equity component 1,773 1,773

• +0%

Debt 3,610 3,424 186 +5% Other Liabilities 811 799 12 +1% Total Liabilities and Equity 8,854 8,661 193 2%

Financial Position

Tabreed – September 2017 Investor Presentation 35

Key Observations

• Operating cash generation remains strong due to higher profitability
• Capital expenditure included AED 100m paid to ICT for the acquisition of Nation Towers plant
• Healthy cash balance of AED 500m at the end of Q2 2017

Strong cash flow generation from long term price certain contracts enabling investment in growth

Consolidated Financials (AED m) H1 2017 H1 2016 Variance % Profit from Operations 211 186 25 +14% Finance lease amortization 28 28 +0% Depreciation 69 62 7 +12% Working Capital and Other adjustments (25) (17) (8) +45% Net cash flows from Operating Activities 283 258 25 +10% Capital expenditure incurred (154) (121) (34) +28% Investments in JVs

• (92)

92

• 100%

Dividends and interest income received 54 47 7 +100% Proceeds from land sale in Oman

• 12

(12)

• 100%

Net cash flows from Investing Activities (101) (154) 54

• 35%

Loans drawn down 114 289 (176)

• 61%

Principal and interest payments on loans (1,189) (167) (1,022) +614% Islamic financing arrangement received 1,220

• 1,220

+100% MCB cash coupon paid (22) (43) 22

• 50%

Others (195) (172) (24) +14% Net cash flows from Financing Activities (72) (92) 20

• 22%

Net Movement in Cash and Cash Equivalents 110 12 99 +850% Cash and Cash Equivalents at the start of the period 390 193 197 +102% Cash and Cash Equivalents at 30 June 500 205 295 +144%

Cash Flow Statement