Saudi Arabian Amiantit Company The Annual Report of the Board of Directors 2017 Amiantit Annual Report of the Board of Directors 1 Date 28/06/1439 H 16/03/2018 G The annual report of the Board of Directors to the Ordinary General Assembly Meeting on the Fiscal Year of 2017 M/s Shareholders of Saudi Arabian Amiantit Company, Dear Shareholders, Introduction: The Board of Directors herewith presents its annual activity report for the year 2017 and the progress of the operations of the Company and its affiliates, including the production, marketing, and administrative performance of the Group. The report also covers the consolidated financial statements for the years ending 31st December of 2017 & 2016. During the fiscal year 2017, the Saudi Arabian Amiantit Company, a Saudi joint stock company, referred to hereinafter as “the Company” and its international and local affiliate companies, referred to hereinafter as the “Group”, has managed to achieve net sales of SAR 820.6 million, showing a decrease of SAR 543.4 million or 39.8% compared to the net sales of 2016. The year ended with a net loss of SAR 89.9 million compared to SAR 232.9 million loss in 2016. The net loss per share amounted to SAR (0.79( compared to a loss of SAR (2.05(per share for the year 2016. The current ratio as of December 31, 2017 amounts to 0.98 compared to 1.12 in 2016, and the debt-to- equity ratio amounts 2.19 compared to 2.38 in 2016. 1. Company and Group Profile: The Company was established in 1388H (1968) in Dammam, Kingdom of Saudi Arabia. It is a joint stock Company with a paid up capital of SAR 1.155 Billion, listed on the Saudi Stock Exchange (Tadawul). The Company is headquartered in Dammam (Saudi Arabia). The Company’s main activities consist of the establishment and management of industrial projects especially the design, manufacturing, marketing, and sales of pipes and water treatment installations, as well as the management of water projects. The Group also owns and licenses several pipe-manufacturing technologies. The Group operates 22 pipe and related products, such as tanks, fittings, flanges, rubber, and manholes, manufacturing facilities around the world, either fully owned or through joint ventures with local partners. As of December 31, 2017. This includes 11 plants in Saudi Arabia, the other premises mostly being located in Western Europe, Turkey, Qatar, North Africa and Kazakhstan. It is also offers pipe design and installation services through one of its Saudi subsidiaries, Infra-Structure Engineering and Construction Company (ISECC). The company’s research and development activities are carried by its R&D centers in the Dhahran Techno-Valley, Dhahran, Saudi Arabia, and Sandefjord, Norway. It is also involved in Engineering, Procurement, Commissioning (EPC) of water treatment facilities through its fully owned German 2017 Amiantit Annual Report of the Board of Directors 2 subsidiary (PWT- Abwassertechnik), and operates water management activities through a 50% joint- venture in Saudi Arabia, the International Water Distribution Company (Tawzea). 1.1 Manufacturing & Sale of Pipes & Associated Technologies The Group designs and manufactures standard or tailor-made pipes, tanks, fittings, and industrial valves, for transmission of water, covering all applications, such as potable water, irrigation, industrial water, sewage, sea water intakes, storm water, drainage, fire-fighting, among others. It also offers to its customers design and installation advisory and services through. This segment represents the core business of the Group and the main source of its sales and profits. Table 1: Group Product Families Consolidated Product Family Percentage of Sale 2017 Glass-reinforced pipes, tanks and fittings, in Polyester and Epoxy (GRP and GRE) 50.88% Ductile iron pipes and fittings (DI) 31.55% Concrete pipes and fittings (CP) 3.85% Others 2.40% Design and Installation services 11.32% 100.00% The Group owns and continuously develops associated technologies, covering the following aspects: - Technical Support, - Product Development, - Raw Material testing and qualification, and - Optimization of Processing & Manufacturing methods. The Group Technology organization operates two Research and Development centers. One located in Dhahran Techno-Valley Company (DTVC) located in King Fahad University for Petroleum & Minerals, Dhahran, Saudi Arabia. And the other one located in Sandefjord (Norway). The centers employ a total of 123 research personnel and operates sophisticated research and testing equipment with a total value of SAR 56.4 million. The R&D spending of the Group reached SAR 39.8 Million in 2017 (2016: SAR 51.4 Million). The Technology Centers are primarily focused around the GRP and GRE activities. They perform research activities that aim to improve product design, broaden applications, optimize production processes, among other activities. Table 2: Key figures for Manufacturing & Sales of pipes & Associated Technologies Segment (SAR'000) Manufacturing & sales of pipes & associated Net Sales Profit (loss) Total Assets technologies 2017 662,386 (28,134) 2,187,988 2016 1,187,369 (123,112) 2,552,684 1.2 Water Management Activities 1.2.1 EPC of Water Treatment Stations 2017 Amiantit Annual Report of the Board of Directors 3 The Group fully owns PWT Wasser-und Abwassertechnik GmbH (PWT), a German Company headquartered near Frankfurt, Germany, and primarily specialized in the engineering, procurement, construction, and operation & maintenance of desalination plants, water treatment plants, wastewater treatment plants for urban areas and industrial clients, as well as, providing water treatment solutions. Furthermore, PWT operates groundwater treatment plants and develops and implements electro-technical and automation systems for the water sector. This Company is presently working actively in Central and South Eastern Europe, the Caspian Region, Turkey, and the GCC via a major project in Iraq, where it is building a water treatment plant and installing the related pipe network in Samawa (southern region of Iraq). In addition to the maintenance, since 2016, the company has been developing new markets in the MENA region and in the GCC, focusing on Saudi Arabia. 1.2.2 Water Management Amiantit through its 100% owned subsidiary International Infrastructure Management & Operation Co. Ltd. (Amiwater) owns 50% of The International Water Distribution Company Ltd. (Tawzea). Tawzea is principally engaged in offering services related to construction, operation, and maintenance of public water & sewage services. Tawzea is engaged in providing potable and wastewater services to industrial cities under concession from the Saudi Industrial Property Authority (MODON). Tawzea specializes in water management of industrial cities, operation 7 maintenance of water and waste water facilities in several industrial cities across the Kingdom. Tawzea is one of the pioneer companies that have been successful in the privatization of the water sector in the Kingdom of Saudi Arabia and PPP projects. During 2017, Tawzea signed contracts for operations & maintenance, and customer services in the industrial cities of Sudair, Al-Kharj and Madinah, among others. Moreover, Tawzea’s started a joint venture with an international company in Portugal, Aquapor, for a concession for managing wet utilities for Jeddah Industrial Cities 2 and 3 by January 2017, this also contributed to revenue of current year. Tawzea now is looking to expand its activities and to have a key role in Saudi Arabia’s vision 2030 by sharing their experience in Public- Private-Partnerships (PPP) of water & wastewater projects. 2017 Amiantit Annual Report of the Board of Directors 4 Figure 1: Tawzea Volumes Trends over 5 years in cubic meters (SAR M). Table 3: Key figures for water management (SAR ‘000) Year Net Sales Profit (loss) Total Assets 2017 158,206 (63,412) 990,918 2016 176,645 (102,319) 858,578 2. Significant Decisions & Plans 2.1. Decrease of the Demand in AP Starting the second quarter 2016, sales in the Saudi Arabian Peninsula have decreased dramatically compared to the previous year. During the 2017 fiscal year, this negative trend continued. In management’s view the continued drop in sales for the group cab be mainly attributed to the following: This trend is attributable to - the postponement and sometimes downsizing or cancellation of projects on the domestic market; - lower sales prices observed on the market as a consequence of the situation explained above; - the fact that several contractors were not in a position to execute payments to their suppliers, thereby compelling our Group to put the deliveries on hold; - The political developments in the GCC region. 2017 Amiantit Annual Report of the Board of Directors 5 Figure 2: AP & International Net Sales (SAR’000). As a result, the Group implemented a cost-cutting program in 2016, essentially consisting in the following steps: - Decrease of the number of contracted labor and to a certain extent own employees as further explained under point 6.2. - Decrease of the capital expenditure program in the AP Region compared to previous years, as illustrated in the graph below. During 2017, the group began to gradually realize the benefits of this program. The total realized cost savings reached about SAR 118.9 million by the end of the year. Figure 3: Capital Expenditures Trend over the Last Five Years (SAR’000). 2017 Amiantit Annual Report of the Board of Directors 6 2.2. Merger of the European Activities with Hobas. On 15 December 2016, the Group publicly announced that they have signed a Memorandum of Understanding (MOU) with the Austrian holding WIG Wietersdorfer Holding GmbH (WIG) regarding a merger of its European pipe manufacturing and sales companies and its Flowtite technology (the "Disposal Group") with the Hobas AG group of companies. Furthermore, on 6 February 2017, the Company signed a joint venture agreement with WIG whereby its Disposal Group will be merged with the Hobas AG group of companies in Europe under a new joint-venture ("Amiblu") of which Amiantit Group now owns 50% equity. On 28 August 2017, most of the legal formalities necessary for the closure of the merger and the foundation of Amiblu have been completed. Management believes that this merger will result in significant improvements in the competitiveness of the product offerings and sales of GRP pipes in Europe considering the existing market share of the two original entities. Specifically, the new joint-venture, Amiblu, will enjoy greater synergies and cost savings resulting from the rationalizations of shared services and overhead costs of the two merged entities on a stand-alone basis. In addition, Amiblu, will be in stronger position to increase its market share in Europe by converting more customers in to non-metallic pipe systems and solutions it offers. The Disposal Group comprises of the following entities: Direct Ownership Percentage as at Country of Company Name Incorporation 31-Dec 31-Dec 2017 2016 Amiantit Germany GmbH Germany 5.50% 100% Flowtite Technology A.S. Norway - 100% Amitech Poland Sp.z o.o. Poland - 100% Amiantit Spain Spain - 100% Amitech France France - 100% Amiantit Norway AS Norway - 100% On 28 August 2017, the operations of the Disposal Group were deconsolidated and were presented as discontinued operations on the quarterly financial statements of the Group. The business of the Disposal Group represented part of the Group's European operating segment (geographical segment) until 28 August 2017. With these entities being classified as discontinued operations, their respective operation is no longer presented as part of the European segment in the segment information note in the financial statements for the year 2017. 2017 Amiantit Annual Report of the Board of Directors 7 The results of the Disposal Group for the period are presented below: For the period For the year from 1 January ended 31 2017 to 28 December 2016 August 2017 (SR‘000) (SR‘000) Revenue 257,850 467,931 Expenses (264,189) (452,401) Operating income (6,339) 15,530 Finance costs (561) (2,515) Other income (expense) (1,355) (738) Profit/(loss) before tax from discontinued operations (8,255) 12,277 Taxes (119) (5,274) (Loss)/profit for the period from ordinary activities (8,374) 7,003 Gain on disposal of the Disposal Group 63,596 - Profit after tax for the period from discontinued operations 55,222 7,003 Earnings per share from discontinued operations: Basic (SR) 0.49 0.06 Diluted (SR) 0.49 0.06 The major classes of assets and liabilities of the Disposal Group as at 28 August 2017 are as follows: As at 28 August 2017 (SR‘000) Assets Cash and short-term deposits 21,191 Debtors 161,855 Inventories 80,978 Property, plant and equipment 117,967 Intangible assets 442 Assets of the Disposal Group 382,433 Liabilities Creditors 116,244 Interest-bearing liabilities 51,310 Liabilities directly associated with assets of the Disposal Group 167,554 Carrying amount of net assets directly associated with the Disposal Group 214,879 2017 Amiantit Annual Report of the Board of Directors 8 The net cash flows incurred by the Disposal Group are as follows: For the period from 1 For the 12 month January 2017 to 28 period ended 31 August 2017 December 2016 (SR‘000) (SR‘000) Operating 10,901 58,585 Investing (8,782) (13,233) Financing (23,633) (27,085) Net cash (outflow)/inflow (21,514) 18,267 As a result of the acquisition of a 50% share in Amiblu and the disposal of the Company’s European pipe operations, the Group recognized a gain on the deal in the amount of SR 63.6 million and reported the gain under profit from discontinued operations. The reported gain is the result of the difference between the net book value of contributed net assets from Saudi Arabian Amiantit (SAR 230.4 million) and the fair-value of the 50% share of ownership acquired in the newly formed joint-venture, Amiblu, (SAR 294.0 million), (including a payment received of SAR 4.4 million). The gain was calculated as follows: Cash proceeds 4,421 Fair value of 50% share in Amiblu 289,600 Fair value of consideration received 294,021 Less: Carrying amount of net assets directly associated with the Disposal Group 214,879 Realization of the foreign currency translation reserve directly associated with the 15,546 Disposal Group 230,425 Gain on the deal 63,596 The fair value of the 50% share in Amiblu was calculated by independent valuation experts using the Discounted Cash Flows method. The significant unobservable valuation inputs are provided below: Discount rate 9.1% - 10.1% Growth rate used in the calculation of terminal value 1% - 2% Furthermore, the share of results from Amiblu for the period from 29 August 2017 to 31 December 2017 amounting to SR 15.3 million loss was recorded in the statement of profit or loss under Share of result of associates and joint ventures. 2.3. Significant Accounting Developments The financial statements of the year 2017, represent the first full year financial statements for the group prepared under International Financial Reporting Standards (IFRS). The company has successfully converted all of its internal and technical reporting systems to align all of its financial accounting and reporting practices with the new standards, and prepared its financial statements to include all the required applicable disclosures. This realignment process resulted in total provisions adjusted and booked during the prior year 2016 totaling SAR (148.0) million. No additional material adjustments were required during this year. 2017 Amiantit Annual Report of the Board of Directors 9 2.4. Significant Expansion Plans & Capital Expenditure During the year 2017, the group finalized the execution of a carefully selected expansion plan initiated during the former years as follows: 2.4.1. Enhancement Plans in Amiantit Fiberglass Industries Ltd. (AFIL) The objective of this program is to upgrade the manufacturing equipment of this company to enable an increase in speed and productivity as well as a decrease in raw material consumption. This program is a joint effort between the company and the technology department. The total cost of the program is SAR 82 million invested over a period of 3 prior years. At the year-end 2017 the status is that all the 6 AFIL winders have been fully upgraded, with only SAR 2 million spent over 2017, which was remaining work of the project. Unfortunately, the unexpected and strong decrease of the demand of GRP during 2016 and 2017 did not enable the Company to materialize the return on such investment to its full extent, as the capacity utilization went low while one of the major advantages of the program was to increase machine speed. However, the Group is now ready to accommodate additional volumes during a future pick-up of the market. Further, the enhancement enabled to increase productivity and thus decrease labor costs during these times of low demand. 2.4.2. Industrial Valves Manufacturing Amicon, a 100% owned subsidiary of SAAC, enlarged its product range by including a facility to manufacture ductile iron valves. This facility is located in Dammam second industrial area. To that effect, an agreement has been signed to share the technology of Armacon GmbH, a Germany Ductile Iron valves producer. The investment amounted to SAR 4.2 million, and the plant is has been in production since early 2017. 2.4.3. Development of ISECC In 2014 the Group started the activities of a new company, Infra-Structure Engineering and Construction Company (ISECC) offering engineering services (pipe and tank design, drawings, stress and surge analysis, technical support, and inspections, among others), as well as installation services (installation of pipes and tanks, site consulting, site supervision, maintenance, shut-down, and specialized training, among others) in the industrial sector. The company sales reached SAR 105.7 million in 2016 and SAR 83.0 million in 2017. Its budgeted sales for 2018 are SAR 131.7 million. In addition, it has established branches and subsidiaries in several GCC cities to serve the GCC market, including Dubai, Abu Dhabi, Qatar, Kuwait, and Oman. 2.5. Litigation with a Sub-Contractor of PWT in Iraq PWT Wasser-und Abwassertechnik GmbH (“PWT”), a wholly owned subsidiary of the Company, engaged in EPC contracting for water and sewage treatment plants, faced certain issues in a project in Iraq. PWT terminated the contract with one of its sub-contractors due to non-performance of its obligations under the contract. The sub-contractor has filed a claim against PWT with the competent court in Iraq for compensation of costs incurred prior to its termination as well as for lost profits. After a lengthy litigation process, the Iraqi Appellate Court ruled, on 10 January 2017, in favor of PWT and dismissed all claims raised by the sub-contractor. The sub-contractor appealed against the latest ruling, and the Iraqi Court of Cassation, on 6 February 2017, dismissed their appeal and put an end to this case. In its basis for the ruling, 2017 Amiantit Annual Report of the Board of Directors 10