Strictly Private and Confidential

ITTIHAD INTERNATIONAL INVESTMENT

INVESTOR PRESENTATION
October 2023
DISCLAIMER
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PRESENTING TEAM

Amer Kakish Zahi Abu Hamze

With Ittihad for With Ittihad for
Chief Executive Chief Financial
15 years 11 years
Officer Officer
Education – Master in Engineering Management Education – Master Intl. Securities Investment Banking
Chartered Engineer from Institution of
Engineering & Technology
Select Positions & Previous Experience: Select Positions & Previous Experience:
• 30+ years of experience in managing Industrial • 20+ years experience in Corporate Finance
conglomerates and Treasury

• Board Member, Abu Dhabi Chamber of Commerce • Group Treasurer at Amana Steel Buildings (2011 –
and Industry 2012)

• Chairman of Industry Working Group, part of the • Director of Debt and Capital Advisory and Treasury
Economic Collaboration Committee created by the Manager at Dubai Holding (2005 – 2010)
Abu Dhabi Department of Economic Development • Treasury Manager at Al Jaber group (2003-2004)
• Designed the Industrial City of Abu Dhabi

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TABLE OF CONTENT

1 Ittihad at a Glance 5

2 ESG Strategy 14

3 Key Credit Highlights 17

4 Key Financials 25

5 Transaction Details 31

6 Appendix 39

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01 ITTIHAD AT A GLANCE
ITTIHAD AT A GLANCE
An industrial conglomerate with around 8,000 employees across 20 companies, generating USD 3.0bn of Revenues and USD
141.0m of Adjusted EBITDA as of LTM June 2023

A Growing International Business with Solid Foundations in

Overview of Ittihad
the UAE

• Founded in 2008, Ittihad develops, manages and operates a diversified, non “oil and gas”
portfolio across the industrial, infrastructure, healthcare and environmental services sectors
• The Group primarily operates in MENA and has global sales footprint
• Ittihad increased its portfolio through a mixture of acquisitions, greenfield expansion 4% of UAE
A portfolio well Manufacturing 75%
and optimisation of existing operations
aligned to Exports by Sales in
of Paper
Jawaan Al Khaili – Chairman and Ultimate shareholder Abu Dhabi 2022
Production
Jawaan is a prominent UAE entrepreneur with a long-standing record of
Economic Vision 8% of Abu Dhabi exported outside of
transforming large-scale ventures into leading regional conglomerates 2030 Manufacturing the UAE in 2022
Exports in 2022

Highly Diversified Conglomerate With Operations Spread

A Strong Financial Profile (LTM Jun-23)
Across 4 Main Verticals

USD3.0bn USD181.3m USD87.7m LTM Jun-23 Adj. EBITDA

Revenues Gross Profit Operating Profit
(1)% HoldCo
B+ Healthcare
2%
(Stable)
USD141.0m 12.8% USD188.9m Business services 27%
Adj. EBITDA(1) Adj. EBITDA margin (1) Adj. Free Cash Flow(2)
$141.0m 52%
B+
(Stable) Consumer Goods
USD208.1m USD468.4m 45.7 Days Manufacturing
20%
Adj. OCF(2) Adj. Net Debt (Net of RMIs) Conversion Cycle Infrastructure and
Building Materials
Source: IMF, Offering memorandum, USD/AED = 3.6725 AED
Manufacturing
6
(1) Adjusted EBITDA : excludes the effect of hedged copper
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OVERVIEW OF ITTIHAD KEY VERTICALS & BUSINESSES
4 Business Verticals Across Multiple Sectors with a Strong Industrial Logic Between Segments

Infrastructure and Building Materials

Consumer Goods Manufacturing Business Services Healthcare and other
Manufacturing
• Operation & maintenance services for infrastructure
• Manufacturing of premium refined copper rods, straight networks, water systems, sewage, treatment plants. Medical equipment and full turnkey
Manufacturing of paper, tissue and chemicals
steel bars and high-quality cement • Operations of radiology departments in Government- solutions for government and private sector
owned hospitals

Waste & Tech startup, Fund

Refined Copper PPP / Radiology Sewage Medical Equipment and
Products Paper Tissue Chemicals Steel Bars Cement Environmental Management, Office
Rods Operations Services Turnkey Solutions
Services furniture

Operations
2020 1996, 1995 2009 2008 2005 2008 2016 2004 2002 2007 2012, 2020, 2021
Launch

Number of
430 260, 124 430 143 291 84 332 4,500 1,072 120 96
Employees

North America, Middle East &

Europe, Asia, Africa, MENA, Europe,
Key Markets MENA, UAE, KSA UAE UAE UAE UAE, KSA UAE UAE, Egypt UAE
MENA, Indian Sub North America, Asia, Australia
continent South Asia

Theoretical
325,000 100,000 80,000 220,000 300,000 2,200,000
Capacity (mt, p.a)

579 570 2,202 2,180 152

1,793 141 148 56 49
505 43
Revenues
(US$m)
FY 2021 FY 2022 LTM Jun-23 FY 2021 FY 2022 LTM Jun-23 FY 2021 FY 2022 LTM Jun-23 FY 2021 FY 2022 LTM Jun-23

(2) (2) (2)

9% 16% 13% 10% 7% 9% 25% 24% 26% 14% 4% 6%
Adj. EBITDA 29 38 38
91 25 34 8
(US$m) 74 20
46 3
Adj. EBITDA 2
margin (%)
FY 2021 FY 2022 LTM Jun-23 FY 2021 FY 2022 LTM Jun-23 FY 2021 FY 2022 LTM Jun-23 FY 2021 FY 2022 LTM Jun-23

7 Source: Offering memorandum, USD/AED = 3.6725 AED

(1) OI = Office Inspirations, TRA = Transports
(2) Adjusted EBITDA margin excluding the impact of hedged copper RESTRICTED
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A HISTORY WITH STRONG TRACK RECORD OF GROWTH
Since 2008, the Company has increased its Adjusted EBITDA from USD 4.3m in 2008 to USD 142.2m for FY 2022, through a
mixture of acquisitions, greenfield expansions and optimisation of existing operations

Phase 1 (2008- 2015) : Portfolio Rationalization Phase 2 (2015 – YTD): Execution of Group Strategy
Commercial operation
in Ittihad Paper Mill

Established Ittihad
Established Al Majjara
Gulf Limited in KSA
Contracting with 60%
ownership ANPC Investment consolidation period,
de-leveraging, revamping corporate
Established Al Ain Commissioned Crown
Expansion of Union governance, and digital transformation
Precast with 60% and Increased ownership in Paper Mill (PM3) to
Chemical Factory and between 2019-2022
Malegori with 50% National Cement Factory achieve 100k ton p.a.
Union Rebar Factory
ownership to 100%
Discontinued
operations in Dar El Discontinued operations of
Emarat and Maher Group Portfolio Acquisition of WCG Ishtar Décor
Rahal trading Increased stake in Ishtar Secured project finance re-organization by sectors
Décor to 90% for Ittihad Paper Mill (USD
315m size of project)
ICG/ELG/VEN/MED
ANPC Discontinued operations of
AlAin Precast
Acquired stake of 70%
in FourMed and 100% Established ADI Medical
Sold 50% share in Divestment of AL Majarra,
in Crown Paper Mill Acquired Metropolic Services in Egypt
Gourmet Gulf Co. and Cement Enterprise & Ready
Established Unison PPP Mix and Emirates Building Paper Industries
37% share in Elite Security agreement with Ministry of IPM reached 90% capacity
Established strategic Solutions
Health
partnership with
Ittihad International Glencore 142.2
Investment founded

109.5
99.8
91.2

61.0 65.1
52.3 55.5
47.4
37.8 37.6 35.1
31.9
21.5
4.3

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Group Adjusted EBITDA (USDm)

8 Source: Company Information, Offering memorandum, USD/AED = 3.6725 AED

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LONG-STANDING MANAGEMENT TEAM WITH SUCCESSFUL TRACK RECORD OF STRATEGIC
DEVELOPMENT AND EXECUTION

Senior Management Corporate Governance Framework

Amer Kakish (2008) Zahi Abu Hamze (2012) Jawaan Al Khaili

Chief Executive Officer Chief Financial Officer Chairman of the Board

Gigi Thomas (2018) Daniel Sheard (2021) Ayman Makarem (2010)

Head of IT and Digital Head of Risk General Counsel
Amer Kakish Zahi Abu Hamze Raja Al Mazrouei Ahmad Al Khayyat
Transformation
Executive Director Executive Director Independent Director Independent Director
(2008) (2012) (2023) (2023)

• Rights of Shareholders • Robust Systems,

• Equitable treatment of shareholders • Process automation,
Corporate • Recognition of the role of other stakeholders • Technology and AI adoption
Governance • Disclosure and Transparency (where relevant)
Danai Petropolou (2020) Zeina Kanaan (2010) Qais Saif (2016)
Principles • Effective Board of Directors
Head of Internal Audit Director Human Capital Head PMO and ESG • Corporate Social Responsibility
and CSR
(year joined Ittihad)

9 Source: Company information, Offering Memorandum

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ITTIHAD’S INVESTMENT STRATEGY
3 Main Focus Pillars Implemented since the start of Phase 2 to Generate Robust Cash Flows and Sustainable EBITDA Growth

1 2 3
Long-term Investments Aligned with Long-term Contracts Innovative and Hybrid Solutions
UAE’s Vision Towards a Non-oil Sector Enabling Stable Margins from Leveraging on Management Expertise
Diversification Recurring Revenues and Business Relationships

• One of the leading conglomerates in UAE • Solv is engaged in long term contracts for • Public Private Partnership (“PPP”) model
in industrial investments with over USD waste management and city cleaning established in 2016 to provide innovative
500m worth of investments (between 2016- services with Abu Dhabi Waste solutions to the Ministry of Health;
2022) from acquisitions and greenfield Management Company (AA-rated
• Unison’s purpose is to efficiently manage
projects; Government Entity)
radiology departments by connecting all
• Focus on investments in the consumer • Acquired in 2018 as a distressed asset; government hospitals in Dubai and Northern
goods sector starting with the acquisition of: • Turnaround of the company’s performance Emirates into one platform;
✓ CPM in 2015 and subsequent expansion through:
• Through Unision, Ittihad was able to:
in 2017; ✓ Process automations and controls;
✓ Differentiate its position from traditional
✓ IPM greenfield project in 2017; ✓ Establishment of a well experienced
distribution contracts into a niche market;
✓ Metropolic Industries in 2019 to act a team;
✓ Preservation of old talents and attracting ✓ Generate cost savings to the Ministry of
tissue converter facility for CPM and Health, and as such, the contract was
strengthen its position in the tissue jumbo new ones;
extended to 2032
roll market in UAE; and ✓ Implementation of cost efficiencies
✓ UCF KSA plant in 2020 benefiting from other verticals such as
diesel and spare parts procurement.
• Solv is now expanding into Saudi Arabia;

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TOP CLASS INDUSTRIAL OPERATIONS SPECIALIZED IN PAPER, TISSUE AND REFINED COPPER
A strong performance with 70% Adjusted EBITDA primarily driven by 3 core entities

Successful implementation with project delivered on Second largest producer of tissue jumbo rolls in the Largest standalone producer of refined copper rod in
budget GCC Middle East with a total capacity of 220k MT/year
Largest producer of uncoated wood-free paper in MENA #3 largest tissue production capacity in the GCC, with
with a capacity of 325k MT per annum ~100k MT per annum production capacity 29% market share in MENA in 2022 (close to full
Unparalleled quality and scale of production in the Best in class technology enabling Ittihad to produce high capacity)
region and consistent quality of tissue jumbo rolls (i.e. successful
addition of “PM3” machine, a best-in-class tissue
Partnership with Central National-Gottesman Benefits from ideal geographic location and
manufacturing machine reaching a total capacity of 100k MT)
Distributes IPM products across their network (50 countries established international relationships see it well
across 7 continents) positioned to benefit from this global growth

LTM Jun-23 Revenues Split LTM Jun-23 Adjusted EBITDA Split

Combined Combined
Other
21%
Other
30%

USD 3.0bn USD 141m

70%
79%

11 Source: “Ittihad - Outlook for Uncoated Woodfree Paper, Tissue, and Copper Markets” Fastmarkets’ report Jun-23, Offering memorandum, USD/AED = 3.6725 AED

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ITTIHAD’S POSITIONING IN ITS RESPECTIVE INDUSTRIES

Steady Demand for UWF in IPM’s Core Operating One of the Largest Tissue Producers in MENA World Refined Copper Supply-demand Balance
Geographies (Thousand tonnes) Production capacity breakdown (2022)
28.0 CAGR 10.0

Refined Copper’s supply/demand (Mt)

FHH +2.4% +2.7% +7.7%
2,000 2002-2022
3.6% Saudi Paper 26.0 9.0

LME Copper Price ($/t)

11.1%
22.5% Crown/Ittihad
1,800 ADNPM 24.0 8.0
4.8%
INDEVCO
4.8% Total capacity 22.0 7.0
1,600 Hayat Egypt
4.9% 978,000 tonnes Pyramids PM
13.7% 20.0 6.0
7.2% MPM
1,400
Olayan K-C 18.0 5.0
7.3% 10.4%
9.7% Star Paper
1,200 All others 16.0 4.0

1,000 Global Suppy Global Demand

Current Tissue Consumption Per Inhabitant
800
(2021)

600 Refined Copper Demand Strongly Supported by

20kg
Energy Transition Sectors (CAGR 2022-2032)
16kg
400

10kg 10kg
200 7.7kg
5.5kg
3.1kg Electric Solar Wind
0
Vehicles Power Power
Global MENA Bahrain Kuwait Qatar UAE Saudi +16.4% +10.2% +7.0%
Arabia
Africa Middle East GCC

12 Source: “Ittihad - Outlook for Uncoated Woodfree Paper, Tissue, and Copper Markets” Fastmarkets’ report Jun-23

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UNIQUE GEOGRAPHIC CONNECTIVITY & KEY ROLE IN SHAPING ABU DHABI’S NON-OIL INDUSTRIES
Ittihad Benefits From Easy Access to Local and Regional Logistics and Infrastructures, Reinforcing its Distribution Capacity

.
LTM Jun-23 Adj. EBITDA Breakdown of Copper and Consumer Goods Businesses by Region

North
America
Europe Asia,
0% 10% Indian
Subcont. &
7% 2% MENA(1) Oceania

Copper Consumer Goods 19% 4%

61% 49%

1 Leveraging access to local and regional logistics and infrastructure 2 A Strategy that is Well Aligned to Abu Dhabi
Saqr Port, RAK Economic Vision 2030
Um Al Quwain Port
Hamriyah & Ajman Port Dibba Port, Fujairah
Sharjah Creek, Sharjah
Khorfakan Port, UAE Build a Sustainable Economy
Fujairah
Port Rashid, Dubai
Port of Fujairah
Jebel Ali Port, Dubai
Khalifa Port, Abu Dhabi 11% 29% Ensure a Balanced, Social and Regional
Mina Zayed, Umm al Nar Economic Developmental Approach
and Mussafah Port, Abu Dhabi

Build an Open, Efficient, Effective and Globally

Integrated Business Environment
Africa(2)
Airport Drive Significant Improvement in the Efficiency of
the Labor Market
Train Route 2% 6%
Sea Port

13 (1) MENA includes: Bahrain, Oman, Saudi Arabia, Kuwait, Qatar, Jordan, Iraq, Lebanon, Israel, Tunisia, Morocco, Algeria
(2) Africa includes: Ghana, Nigeria, Seychelles, South Africa, Cameroon, Kenya, Tanzania, Ethiopia, Djibouti, Liberia, Senegal, Angola, Swaziland
Source: Offering memorandum, USD/AED = 3.6725 AED STRICTLYRESTRICTED
CONFIDENTIAL
02 ESG STRATEGY
CLEAR SUSTAINABILITY STRATEGY, FULLY EMBEDDED IN DAY TO DAY OPERATIONS
Ittihad has integrated ESG across all business' portfolios and subsidiaries, and the overall ESG strategy is governed by an ESG
Committee to ensure key decisions made take environmental and social issues into consideration
Key Objectives

ESG Commitee
Carbon
Emissions Chief Executive Officer
Energy Renewable Vehicle Carbon
Management energy electrification capture

Approach on Chair
circularity Group Head of Operations & ESG
100% FSC®1 Secondary refined Slag cement production
pulp copper production (GGBFS)2
Director Human Group Financial
Capital & CSR Controller
Environmental
management Water Onsite waste
Environmental Investment
management recycling pulp recycling Head of Risk
Manager
Members
Health and
safety Robust HSE Low LTI3 rate
HSE management
programme (zero for last 3 years)

Investment Policy
People and
ESG integrated into Ittihad Investment
communities Talent development Diversity & CSR initiatives and Policy and Manual
programme inclusion investments

15 Notes: 1) Forest Stewardship Council; 2) Ground Granulated Blast-Furnace Slag; 3) Lost Time to Injury (frequency rate).

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KEY ESG INITIATIVES UNDERTAKEN
Strong Collaboration with Government Entities such as The Abu Dhabi Chamber of Commerce and Industry, The Abu Dhabi
Department of Economic Development (ADDED), the Khalifa University and The Executive Council of Abu Dhabi

Approach on Circularity Carbon Emissions People and Communities

Water Treatment / Circularity Emission Reductions People Corporate Social

Waste Management Responsibility

✓ Integration of water ✓ 100% of the pulp purchased ✓ Integration of ISO 50001 ✓ Integrating occupational ✓ Blood donations
treatment and re-use plant at
IPM
for paper production is FSC Energy Management health and safety best ✓ Charity events
certified System across all operations practices (and this is audited
✓ ✓ Special needs support
Onsite waste recycling using ✓ Utilization of copper scrap in ✓ Continuous initiatives
by 3rd parties)
sludge from paper mill to use production, and capacity undertaken on efficiency ✓ Training Programmes for ✓ Cleaning campaigns
in cement increase for using recycled ✓ Plans to increase renewable Junior / Middle Management
✓ Hazardous waste content in production energy deployment, ✓ Focus on diversification (57
segregation and disposal ✓ Inclusion of slag – a by- electrification of company nationalities) and hiring of
product from steel vehicles and carbon capture local people from
manufacturing, into cement determination
manufacturing to produce
lower-emission cement

16
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03 KEY CREDIT HIGHLIGHTS
KEY CREDIT HIGHLIGHTS

1 Diverse Assets with Leading Domestic and Regional Market Shares and a Strong Export Focus

2 Proven Ability to Achieve Growth and Maximise Value

3 Well Established Industrial Assets Benefiting from Regional Development and Investment

4 Operationally Hedged to Avoid Commodity Price Risk and Counterparty Risk

Proven Track Record of Stable Margins Based on Longstanding Local and International
5 Relationships

6 Strong Liquidity and Cash Conversion

7 Long-Standing Management Team with Successful Track Record of Strategic Development and Execution
18
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 DIVERSE ASSETS WITH LEADING DOMESTIC AND REGIONAL MARKET SHARES AND A STRONG EXPORT FOCUS
1

8% 4%
Total Abu Dhabi's manufacturing Exports in 2022 Total UAE's manufacturing exports in 2022

Dominant Domestic Position (Based on Revenues), UAE as of 2022 Dominant International Position (Based on Revenues)
(Market share, %)

25
15% market share in 40% in Kuwait
the GCC and 12% in 35% in South Africa
32 Egypt 30% in Australia
60% Market 20% in Egypt
Share for
33
paper in the
UAE
39

60

100 13% market share

in GCC
19
Source: Offering memorandum
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 PROVEN ABILITY TO ACHIEVE GROWTH AND MAXIMISE VALUE
2
Growth achieved through greenfield development, investment in existing business, acquisitions and disposals of non-core assets

Focus on bolt-on acquisitions with future activities to follow a similar strategy while targeting EBITDA creative opportunities

IPM (2019)
o Successful completion of the USD 315m project which was delivered on budget
Greenfield Unison (2016)
Development o PPP model established to provide innovative solutions to the Ministry of Health

CPM
o Acquired in 2015, Ittihad significantly invested in capacity expansion with a "PM3" machine from Valmet, a best-in-class tissue manufacturing
machine commissioned in 2019 adding 65,000 tonnes of tissue capacity
Investment in UCF: Expanded the operations of UCF since 2017 to a current capacity of 40,000 MT of LABSA and SLES per annum, and acquired a similar plant
Existing Business in KSA in 2020, achieving a total current combined capacity of 80,000 MT, a 100% increase

Acquisition of Solv Group (2018)

o Turnaround from a distressed asset to a high-quality asset
Metropolic Paper Industries (2019)
o Successfully integrated the business into the consumer good manufacturing division with positive contribution to EBITDA and net profit
Mqayes Aldqaa Company Maintenance (“Mqayes”) (2023)
o SOLV successfully acquired a 70% controlling stake in the Mqayes, a specialist in waste collection in KSA with the necessary qualifications to
Acquisitions
participate in large tenders in KSA, as it aims to diversify its waste business revenues geographically

Discontinuance of Ishtar Décor and ANPC (2022)

o On the back of the highly cyclical nature of the contracting sector, lower margins and cash flow efficiencies
Disposal of
Divestments of Ablem, GGC, EIH, Hafilat and a number of other businesses which were no longer fitting Ittihad’s long-term strategic plans
non-core assets

Crown KSA Expansion: New tissue mill in KSA with a capacity of 60,000 tonnes per annum
SOLV Expansion: Renewal of two long term waste collection and city cleaning contracts in its Abu Dhabi business services division in addition to a
Potential
new waste collection contract in its recently acquired KSA operation
New Projects
20
Source: Company information, Offering Memorandum
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 WELL ESTABLISHED INDUSTRIAL PORTFOLIO BENEFITING FROM REGIONAL ECONOMIC DEVELOPMENT AND
3 INVESTMENTS

Key Growth Drivers in the Middle East Region

Population growth
Thriving hospitality Rising awareness of Industrialization Increase of
-= and expanding
and tourism industries health and hygiene and urbanization disposable income
middle class

Regional Economic Development Programmes Infrastructure Investments Expected to Ramp-up and also exceed
Driving Economic Growth GDP Growth in Some Countries
GDP and Growth Construction Sector Growth(1)
(US$ in Trillions and %) (CAGE 2022-24)

“We the UAE 2031” 2021 2027

6.0%
5.5%

Urban planning development

2.3
4.1%

Key themes
3.5%
1.7 3.3%

2.2%
Infrastructure upgrades

0.6
0.4

Transition to EV cars UAE Saudi Kuwait Qatar Bahrain Oman

UAE GCC Arabia

21 Source: Offering Memorandum, IMF,

91) Economist Intelligence – “Promising outlook for GCC construction sector” – 25th October 2022
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 OPERATIONALLY HEDGED TO AVOID COMMODITY PRICE RISK AND COUNTERPARTY RISK
4

Ittihad's scale allows bulk Revenues generated from AA rated

Ittihad only contracts for copper Ittihad maintains stringent
importation of pulp, providing a Government entities
cathode at the time it books sales requirements to avoid counterparty
order logistical and scale cost advantage credit risk
minimising pulp pricing risk o Cash in advance and on
Back to back contracts with
compared to competitors delivery
suppliers and customers ensuring
no volume risk in the copper o Financial guarantees
business nor commodity risk o Letters of credit

Underlying LME price of copper 20% cash in advance and 70% on

passed directly to the purchaser dispatch and 10% 30 days from dispatch Domestic sales subject to a
comprehensive credit and
~90% of sales backed by LCs (o/w 10% provisioning policy
one week from delivery)

Business
Copper Paper Tissue Cement Steel Healthcare
Services

22 Source: Company information, Offering Memorandum

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 PROVEN TRACK RECORD OF STABLE MARGINS BASED ON LONGSTANDING LOCAL AND INTERNATIONAL
5 RELATIONSHIPS
The Company's stable margins and cash flows are mainly driven by supply chain diversity and stability, back-to-back contracts when dealing with commodities to insulate
from commodity price risk, diversification of suppliers and raw material procurement and stringent financial controls with all customers

Copper Pulp Cement

✓ UCR procures over 80% of copper from ✓ Diversification of suppliers from Latin America, ✓ Diversified raw material procurement across the
Glencore and Trafigura and others through US, Canada, and Europe UAE, China, Japan and Vietnam
annual contracts, and other 15% is recycled copper ✓ Supply chain stability and reduced dependency ✓ 60% of NCF receivables are guaranteed by LCs
with 99.99 purity risk or Guarantees

Key Strategic Suppliers Key Clients

• Long-standing relationship
• Long-term relationship with
with key local Government
Industry Leaders
offices

• Long-standing relationship
• Long-term relationship with
with key reputable
multiple pulp suppliers
multinationals

The Company's average length of relationship with its customers is 11 years

23 Source: Company information, Offering Memorandum

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 STRONG LIQUIDITY AND CASH CONVERSION
6

✓ Short cash conversion cycle of 45.7 days on average as at 30th June 2023

✓ Quality of receivables

✓ Liquid nature of inventories with an international commoditised market

✓ Highly detailed KYC process as part of new client onboarding and monitoring

✓ Minimum liquidity position of USD 100m to be held within the Group

USD 205.6m of Bank Balances and Cash as Undrawn Working Capital Facilities of greater
at 30th June 2023 than USD 250m as at 30th June 2023

USD 270.8m of Readily Marketable Inventory

USD 105m of Undrawn Revolving Credit
and USD 12.6m of Investments in Equity
Facility as at 30th June 2023
Instruments as at 30th June 2023

24 Source: IMF, EI, Offering Memorandum, USD/AED = 3.6725 AED

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04 KEY FINANCIALS
INCOME GENERATION
Strong operating performance, despite a challenging macro environment
Total Revenues Gross Profit Adjusted EBITDA
(US$m , % Y-o-Y Growth) (US$m) (US$m, %)

$142 $141
$2,986 $2,967
$193
$181
$2,524
$109
$100
$139
$1,857
$70 $69
$1,498 $1,479 $100 $103
6.5% $91
6.1% 13.2% 13.3% 13.4%
5.4% 5.5% 12.8% 12.5%
11.1%
6.9%
6.1%
5.4% 4.8% 4.8% 4.7% 4.6%
4.3%

2020 2021 2022 LTM H1 2022 H1 2023 2020 2021 2022 LTM H1 2022H1 2023 2020 2021 2022 LTM H1 2022 H1 2023
Jun-23 Jun-23 Jun-23
Adj. EBITDA
Gross Profit Gross Profit Margin Adj. EBITDA Margin
Adj. EBITDA Margin (excl. the impact of hedged copper)

+ Key growth factors

• The commissioning of IPM has led to a significant increase in revenues

• Ittihad has continuously improved its operating performance, benefitting from economies of scales in recent years of the back of commissioning of IPM
• Stable Adj. EBITDA margin, despite challenging macro conditions due to long standing relationships with global industry leaders and products that are well established in over 50
international markets, while it has organically soared in 2022 of the back of the alleviation in supply chain challenges that occurred in 2021
• Particularly stable and high margin contracts in the Business Services division

Ittihad solid customer base, back-to-back contracts including government and large, well-known counterparts and ability to pass through effects of commodity input prices and
inflation to customers provide additional stability and resilience
26 Source: Offering memorandum, USD/AED = 3.6725 AED

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A WELL MANAGED CASH FLOW

Cash flow Analysis Maintenance & Business Services Project Change in Working Capital
(US$m, %) (US$m,
64 days)
Capex
201 (US$m, %)
183 178 44 45.7
144 27
121 1.7% 1.6% 1.7%
113 1.1% 1.4%
94 88 0.8% $55
$27 $23
50 $19
36 30 $18
11
$13
$8 $7
(27) $6
(51)
(77) (85) $(125) $(116)
(85)
$(148)
(120)
2020 2021 2022 LTM H1 2022 H1 2023
2020 2021 2022 LTM H1 2022H1 2023
2020 2021 2022 LTM H1 2022 H1 2023 Jun-23
Jun-23
Jun-23 Maintenance & Business Services Project Capex
CFO FCF Δ RMIs Maintenance Capex / Revenues (% - excl. impact hedged copper) Δ Working Capital Cash Conversion Cycle (days)

+ Steady Cash Generation + Limited maintenance capex + Key Working Capital improvement
• Improving cash flow conversion driven by limited • Most of Capex are PPE additions to maintain the • Well balanced change in working capital, supported
capex and a well managed working capital facilities’ productivity as well comply with by RMI
environmental and safety laws and extend
operating capacities being the sole cash outflow for
FCF calculation

The significant improvement in Ittihad’s Adjusted EBITDA as well as the company’s ability to improve its supplier financing cycle has led to a significant increase in
Free Cash Flow

27 Source: Offering memorandum, USD/AED = 3.6725 AED

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ITTIHAD’S DEBT POSITION ANALYSIS
A strong operating performance and liquidity position

Total Debt & Bank Balances and Cash and RMI (US$m) Net Leverage & Interest Coverage (US$m, x)

5.6x
4.9x

3.5x 3.3x

$892 $945 (1)

$855 $849
$476
$354 $352 2.7x 2.7x
$294 2.4x
2.0x

2020 2021 2022 H1 2023 2020 2021 2022 H1 2023

Total Debt Bank Balances and Cash and RMI Net Leverage, incl. RMI (x) Interest Coverage (x)

Highly Liquid Readily Marketable Inventory (“RMI”) Actual Debt breakdown by debt type (US$m)

RMI provide a
RMI is comprised
RMIs stands at natural hedge and
Fitch uses RMI As of 30th June 2023
of the inventory adjusted net 12
USD 270.8m as of hence the ability to
value of copper and leverage in their
30th June 2023 de-risk financing 69
pulp methodology
exposure
Term Loans (1)
Ittihad adjusts its operating performance and leverage calculation by removing the effect of
404 WC Facilities
RMI from its operating profit and the associated equivalent debt used in the procurement of
the raw material in order to better understand its business ECA Facilities
459 Overdrafts
USD217.9m (As of 30th June 2023) USD52.8m (As of 30th June 2023)
Copper inventory Pulp inventory

28
(1) Total debt including netting off unamortized transaction costs related to Term loans amounting to USD9.0m as at 30th June 2023
Source: Offering memorandum, USD/AED = 3.6725 AED RESTRICTED
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UCR – OPERATING / WORKING CAPITAL CYCLE

2 1
Order Order (backed by LCs or similar products)

Glencore / other Copper cathode Copper cathode

copper cathode received at UCR processed into UCR clients
suppliers 3 warehouse 4 rods 5
Bulk shipment Processing Delivery and collection
(c.15 days) (c.1 week) (c.10 days)

Ittihad / UCR 6
W/C financing financing banks 7 Payment
lines On delivery (T+0)
Payment

• An order to suppliers is only placed when UCR receives an order from its customers, thereby allowing for a natural hedge and removing commodity price and volume risk
• Suppliers are usually paid at the time of ordering (~0-15 days) by drawing on working capital financing lines
• Banks charge only ~1.25% margin on these financing lines, significantly lower than that offered to other local businesses, recognising the liquid nature of copper and Ittihad /
UCR's strong standing
• Accounts receivable cycle is short (Days Sales Outstanding is 10 days) and is secured by trade instruments such as letter of credits, bank guarantee, and cash against documents
which typically covers or exceeds AP to Glencore
• Therefore, from a risk management point of view, the liquidity sources of UCR used to service Short Term Facilities from Banks is the Inventory (RMI) whereas AR collections mitigate
the outstanding balances due to Glencore. Both Days Inventory Outstanding and Days Sales Outstanding periods are shorter than Days Payable Outstanding and Facilities from banks

29
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PRUDENT FINANCIAL POLICY FRAMEWORK

2.5-3.0x1 medium term Near-term exercise to simplify Refinancing of WC facilities from

Leverage the capital structure OpCo to HoldCo by the end of 2023.
target leverage
Aiming to reduce reliance on WC
facilities

Conservative dividend policy subject to the leverage

Shareholder
Distributions > 4.5x 3.0 – 4.0x 2.0 – 3.0x < 2.0x
No dividends Modest dividend up to 25% of net profit, subject to PF leverage up to 100% of net profit, subject to PF leverage
remains within threshold after payout remains within threshold after payout

Solidify the group’s market position or provide

May consider small diversification
Investments Primarily grow through bolt-on acquisitions,
organic expansion while maintaining its focus
on deleveraging
Rigorous investment evaluation process

Maintain a strong liquidity position

Strong track record
US$105m Revolving Credit facility at managing WC and maintain
Liquidity disposal low maintenance capex
Highly liquid RMIs

Commodities Interest Rates

Treasury mandated to Up to subsidiaries to maintain a Treasury identifies short and long term
hedge 50% of the exposure natural/operational hedge of their commodities hedging solutions for facilities and other
Hedging without executive Treasury seeks suitable hedging tools to cover project financing up to 5 years maturity
management approval 100% of the unhedged commodity exposure The group aims to hedge 50% of term
via external sources debt exposures

30 Notes: 1) Defined as the Group’s interest-bearing bank borrowings including bonds, working capital facilities, term loans, revolving credit facilities (RCFs), and Trust Receipts (TRs), minus bank balances & cash
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05 TRANSACTION DETAILS
TRANSACTION OVERVIEW

Key Transaction Objectives Sources and Uses(*)

Streamline Ittihad’s capital structure via refinancing of bank debt at various levels within the
group while achieving target leverage at a group level Sources $m Uses $m

Expand Ittihad’s investor base beyond the predominately regional bank market New US$ Sukuk [350](1) Term Loans [340](2)

Support the Company’s business growth and ongoing expansion Transaction fees & expenses [10.0]

Enhance access to public capital markets in the future (including potential IPO) Total [350] Total [350]

Pro-Forma Capital Structure as of 30th June 2023

Capital Structure (US$m) Current Sukuk Adjustment Pro-Forma
Total Debt (including bank overdraft)(3) 953.8 +[10.0] [963.8]
Term Loans 413.3 (340.0) 73.3
ECA Facilities 69.4 - 69.4
Short Term Facilities 458.8 - 458.8
New Revolving Facilities - - -
Bank Overdrafts 12.3 - 12.3
New Sukuk - +[350] [350.0]
Bank Balances & Cash 205.6 - 205.6
Net Debt 748.2 +[10.0] [758.2]
Adjustment for netting off unamortized transaction costs related to Term Loans as at 30th June 2023 (9.0) - (9.0)
Net debt 739.2 [749.2]
RMIs (Copper + Pulp) 270.8 - 270.8
Net Debt (including RMIs) 468.4 +[10.0] [478.4]

Adj. EBITDA 141.0 - 141.0

Net Debt (incl. RMIs) / Adj. EBITDA 3.3x - 3.4x
(1) This is the target refinancing size used here for illustrational purposes, but final size will be determined on pricing date. Depending on transaction final size, the Company may also refinance selective working capital facilities
32 (2) Amount comprises 10 term loan facilities
(3) Calculated excluding the unamortized treatment of bank overdrafts
Source: Offering memorandum, USD/AED = 3.6725 AED RESTRICTED
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INDICATIVE TERMS OF PROPOSED SUKUK
Issuing Vehicle Ittihad International Ltd

All material subsidiaries of the Group. On day 1 guarantors represent 99.9% and 99.9% of the Ittihad's revenue for the year ended 31 December 2022
and for the six months ended 30 June 2023, 100% and 100% of Ittihad’s operating profit for the year ended 31 December 2022 and for the six months
Guarantors
ended 30 June 2023 and 100% and 100% of Ittihad’s Adjusted EBITDA for the year ended 31 December 2022 and for the six months ended 30 June
2023, respectively

Ranking and Format Senior Unsecured Sukuk (55% Ijarah, 45% Murabaha) (the “Notes”)

Issuer Ratings B+ (S&P) / B+ (Fitch) both stable

Expected Issue Ratings B+ (S&P) / B+ (Fitch)

Distribution 144A / RegS

Size [To be determined]

Tenor 5-year callable after 2 years

Optional Redemption Non-callable for 2 years. First call at par plus 50% of coupon, then declining to par plus 25% and then to par

Profit Rate [ ], Payable semi-annually in arrear

Refinancing of selective existing term loan facilities (c.$340m) & cover transaction fees & expenses (depending on transaction size the Company may
Use of Proceeds
also refinance selective working capital facilities)

Denominations US$ 200,000 integral multiples of US$ 1,000 in excess thereof

Customary High Yield / Emerging Market covenant package, including FCCR debt incurrence ratio no lower than 2.25x in respect of any period from
Covenants
and including the Issue Date to and including 30 June 2025 and in respect of any period thereafter, the FCCR would not have been lower than 2.5x

Equity Clawback Up to 35% provided that 65% remains outstanding

Change of Control 101% of principal plus accrued interest

Law English law and UAE law

Listing International Stock Exchange of the Channel Islands

Abu Dhabi Commercial Bank, Abu Dhabi Islamic Bank, Ajman Bank, Bank of Sharjah, Citi (B&D), Dubai Islamic Bank, Emirates NBD Capital, First
Joint Bookrunners and Joint Lead Managers
33 Abu Dhabi Bank, HSBC
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ITTIHAD’S CORPORATE STRUCTURE(1)
Investors
Ittihad International Investment Ittihad International Ltd (as Certificate
LLC (Rating Entity) (as Trustee)
holders)

Alternative Investments Holding

Sole Proprietorship
Consumer
Goods
Building
Industrial Capital Group Emirates Link Group Med-In Investments Growth Capital Materials
LLC LLC P.J.S.C Investments LLC Solv Group Limited
Business
Services

Crown Paper Mill Abu Dhabi Office Inspirations Solv Facilities Healthcare
Ittihad Paper Mill Emirates Link International Metropolic Paper
Décor & Furniture Management LLC Industries LLC
LLC LLC NITCO LLC Medical Services LLC Trading LLC
Non-Core
Investments
Malegori Fund
Union Copper Rod Landscape West Coast
LLC Unison Capital Ishtar Décor LLC Management
General Saubermacher
Investment LLC Environmental & Startups
Contracting LLC
Services – Sole Restricted
Proprietorship LLC Group
Union Rebar Factory Advanced Fourmed Al Ain National
LLC Medical Supplies – Transportr LTD
Pipeline Sole Precast
Services LLC Technology LLC Guarantors
Proprietorship LLC
Solv Cleaning and Discontinued
National Cement Environmental
Services Company operations
Factory LLC Emirates Link FourMed – FZ LLC
Technology LLC
LLC

Union Chemicals Peak Capital Management

Factory LLC Elite Intelligent
Solutions LTD

Al Ittihad Int’l
Chemicals Trading
LLC

34 (1) Simplified corporate structure, only reflecting the most significant companies. ECA Facilities and RCF will be ranked pari passu with the Certificate

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SUKUK STRUCTURE DIAGRAM

Purchase
Lease Service Agency Undertaking / Sale
Purchase
Agreement Agreement Agreement and Substitution
Undertaking
Guarantors

IPM Company Company Company

(as (as (as (as
Seller) Lessee) Service Agent) Obligor) Guarantee of the
Company’s payment
obligations under the
Lease Service Exercise Transaction Documents
Purchase Purchase Rentals Servicing of

Master Murabaha Agreement

of Lease Charge Price Lease Assets
Price ofAssets Assets
Assets Amounts
Deferred
Sale Price
Company
Trustee (as
Commodities
(as Purchaser, Lessor and Seller)
Buyer)

Periodic Distribution Amounts

Proceeds of
Certificates and Dissolution Distribution
Certificates

Declaration
Amount

of Trust
Investors
(as Certificateholders)

35
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06 APPENDIX
a. UCR – Operating / Working Capital Cycle

b. Industry Overview

c. Ittihad’s Readily Marketable Inventory (RMI)

UCR - COPPER INVENTORIES

Trading markets • LME copper cathode is traded on all commodity brokers platforms as physical or netted through forward agreements

• Copper rods can be sold anytime at copper cathode price + cathode premium – 0.5%
Pricing
– Recovery of conversion premium is highly likely and thus copper rod is not considered recycled copper

• UCR operates on a natural hedge – copper inventory is purchased / financed against a firm
order
• Working facilities are drawn down only in the event of an actual sale
Hedging and ability • In the event that UCR finances inventory against a sales order that needs to be fulfilled in 15-
to de-risk bank 30 days, and the buyer defaults, the company can immediately dispose inventory locally
financing exposure (Ducab / Fujairah National Copper / Emirates National Copper)
• Even finished copper wire can be sold to other factories where they can be re-melted and
used for further production
• Financing facilities include LCs/Trust Receipts to fund inventory purchase

• Long standing strategic relationship with Glencore (since 2009) that supplies 80% of UCR’s cathode requirement through a consignment
Relationship with agreement
Glencore • The contract has 3-5 years of tenure
• Glencore stores and supplies in UCR warehouses on consignment

37
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IPM/CPM – PULP INVENTORIES
• GCC market with 800k MT capacity with local UAE markets (Abu Dhabi National Paper, Star Paper Mill, FINE paper) accounting for 25k MT
Trading markets capacity
• IPM/CPM have a combined consumption of 25k MT of pulp

• IPM/CPM procure pulp based on China price index price due to their larger scale vs local players (that procure pulp at spot price that is usually
Pricing $50-$60 higher than the China price index)
• Given the consumption capacity of local players in UAE/GCC, IPM/CPM can sell their inventories at no haircut (i.e. China price index)

• Cost of waste paper (e.g. Sorted Office Paper) is c.90% the cost of virgin pulp (e.g.China price index), thus offering a natural hedge to procured
pulp
Hedging and ability • The UAE local players are located in the same vicinity as CPM/IPM, thus leading to lower transportation costs, costs related to opening letters of
to de-risk bank credit, etc.
financing exposure • Inventory can be liquidated within 7-10 days to de-risk capital exposure to banks – IPM/CPM have a proven track record of selling surplus stock
during 2021/22 to local peers
• Financing facilities include LCs/Trust Receipts to fund inventory purchase

38
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06 APPENDIX
b. Financials Statements
STRONG REGIONAL PLAYER IN A STEADY UNCOATED WOOD-FREE MARKET ENVIRONMENT
Steady Demand for UWF in IPM’s Core Operating Geographies Largest Producer of Uncoated Wood-free Paper in the MENA Region
Thousand tonnes MT tonnes
2,000 IPM made the region more self-sufficient –
Region’s import share of demand drop from 80% to 56%

1,800

1,600
Other 10 mills,
345MT
1,400

300MT
1,200

1,000

800

600

400

Amirabad Paper
Making Factory,
200 65MT
160MT

0
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Africa Middle East GCC

40 Source: “Ittihad - Outlook for Uncoated Woodfree Paper, Tissue, and Copper Markets” Fastmarkets’ report Jun-23

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OVERVIEW OF THE TISSUE BUSINESS LANDSCAPE IN THE MENA REGION
A MENA market in expansion with increasing purchasing power, growing population and improving hygienic standards

Tissue Consumption Annual Growth

Forecast in MENA
One of the Largest Tissue Producers in MENA
Production capacity breakdown (2022) 2021 - 2026 2026 - 2032

FHH +5% +4%

3.6% Saudi Paper
11.1%
22.5% Crown/Ittihad
4.8% ADNPM
INDEVCO
4.8% Total capacity Hayat Egypt
4.9% 978,000 tonnes Pyramids PM
13.7%
7.2% MPM
Olayan K-C
7.3% 10.4%
9.7% Star Paper
All others

Current Tissue Consumption Per Inhabitant (2021) Increase in Tissue Consumption and Net Capacity
in the MENA Region, 2022-27
Thousand tonnes
140
20kg 120
100
16kg
80
60
10kg 10kg
40
7.7kg
5.5kg 20
3.1kg 0
(20)
(40)
Global MENA Bahrain Kuwait Qatar UAE Saudi 2022 2023 2024 2025 2026 2027
Arabia
Market volume growth Net capacity increase

41 Source: “Ittihad - Outlook for Uncoated Woodfree Paper, Tissue, and Copper Markets” Fastmarkets’ report Jun-23

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A GROWING REFINED COPPER MARKET ENVIRONMENT
Refined copper market has experienced steady and consistent positive growth since the Global Financial Crisis

World Refined Copper Supply-Demand Balance

CAGR
China accounted for a record high 56% of total world refined copper
28.0 10.0 consumption in 2022 (vs 43% in 2012 and 18% in 2002)
Refined Copper’s Supply/Demand

2002-2022 +2.4% +2.7% +7.7%

26.0 9.0

LME Copper Price ($/t)

24.0 8.0 China accounts for 43% of world refined copper production
(Mt)

22.0 7.0

20.0 6.0
Overall, limited copper supply due to relative lack of investment in
mine supply, unplanned supply disruptions and long lead times to
18.0 5.0 build new mines led to annual copper supply deficit since 2010
16.0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
4.0 2.8% GCC refined copper demand in 2022 represented 2.3% of global
CAGR 2012-2022 refined copper demand (vs 2.1% in 2012 and 1.1% in 2002)
Global Suppy Global Demand LME Price ($/t)

Refined Copper Demand Strongly Supported by Energy Transition Global Refined Copper Demand 2022-2032 Forecast
Sectors
CAGR
36.0 2022-2022 +2.5% +2.9% 1.0

Refined Copper’s Supply/Demand

Refined Copper’s Supply/Demand
34.0 0.5
Electric Vehicles Solar Power Wind Power 32.0 0.0

differential (Mt)
Batteries connection, Connections and wiring Transmission and
Refined winding wires, to the grid and energy distribution of wind- 30.0 -0.5

(Mt)
Copper usage Ancillary devices storage systems turbines generated energy
28.0 -1.0
CAGR
2022-2032 +16.4% +10.2% +7.0% 26.0 -1.5

24.0 -2.0
Global Demand
4.6Mt 1.3Mt 1.1Mt 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
by 2032
Global Balance Global Suppy Global Demand
42 Source: “Ittihad - Outlook for Uncoated Woodfree Paper, Tissue, and Copper Markets” Fastmarkets’ report Jun-23

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06 APPENDIX
c. Financials Statements
INCOME STATEMENT
USD(m) 2020 2021 2022 H1 2022 H1 2023 LTM Jun-23

Revenues 1,856.8 2,523.5 2,986.1 1,498.4 1,479.4 2,967.1

Direct Costs (1,756.5) (2,384.8) (2,792.9) (1,395.6) (1,388.5) (2,785.8)

Gross Profit 100.3 138.7 193.1 102.8 90.9 181.3

Gross Profit Margin % 5.4% 5.5% 6.5% 6.9% 6.1% 6.1%

Administrative expenses (56.0) (96.6) (95.6) (54.8) (46.1) (87.0)

Provision for expected credit losses (2.5) (4.1) (7.1) (1.9) (1.4)
(6.6)

Operating Profit 41.7 38.0 90.4 46.1 43.4 87.7

Operating Profit margin 2.2% 1.5% 3.0% 3.1% 2.9% 3.0%

Other income 23.3 7.7 3.1 2.0 0.9 2.0

Net foreign exchange gain (loss) 1.8 (1.2) 1.3 0.5 0.1 0.9

Finance costs (36.7) (39.8) (58.2) (23.0) (34.3) (69.5)

Reclassification of cash flow hedge reserve to profit or loss -- -- (2.0) -- -- (2.0)

Change in fair value of derivative financial instruments (2.4) (2.8) (0.5) (0.3) (1.4) (1.6)

Net profit for the year / period from continuing operations 27.8 1.9 34.2 25.4 9.4 18.2

44 Source: Offering memorandum, USD/AED = 3.6725 AED

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BALANCE SHEET
USD(m) 2020 2021 2022 H1 2023

Assets

Total Non-current assets 590.5 629.7 609.7 588.3

Total Current assets 842.8 903.7 933.9 1,051.8

Of which Inventories 259.8 323.0 255.5 398.0

Of which Accounts receivable and prepayments 329.0 369.8 391.2 435.7

Total Assets 1,433.2 1,533.4 1,543.6 1,640.1

Equity

Total Equity 198.3 176.4 212.9 170.1

Liabilities

Total Non-current liabilities 507.8 502.4 491.0 462.3

Total Current liabilities 727.2 854.5 839.7 1,007.8

Of which Account payables and accruals 290.7 386.4 415.6 458.5

Total liabilities 1,234.9 1,357.0 1,330.7 1470.0

Total Equity & Liabilities 1,433.2 1,533.4 1,543.6 1,640.1

45 Note: AED numbers rounded up before conversion to USD

Source: Offering memorandum, USD/AED = 3.6725 AED
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