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Full Year 2018 Results PresentationMarch 2019

2ADES INTERNATIONAL HOLDING | Full Year 2018 Results Presentation

ADES at a Glance

• ADES International Holding (“ADES” or the “Group”) is a leading oil & gas drilling and production services provider in the Middle East and North Africa (“MENA”) focused on creating value for E&P Players in the region

• Portfolio of services focused on offshore and onshore contract drilling, workover and production services

• ADES specializes in acquiring and refurbishing legacy ‘fit for purpose’ offshore assets which (among other cost-saving measures) enable the Group to offer competitive rates to its clients

• Backed by a capable in-house refurbishment and maintenance team, the Group benefits from a highly-skilled and relatively low-cost workforce

• The Group’s business revolves around providing tailored solutions and superior service to its clients

• ADES’s offering is characterized by its commitment to global industry standards

Leading MENA-based O&G Service Provider

Differentiated Low-Cost Business Model

Customer-Centric Approach

WHO WE ARE


1019

49

75

101

134

158

206

2011 2012 2013 2014 2015 2016 2017 2018

Revenue (USD MN)

Brent Crude (USD/bbl)

109 USD/bbl

105 USD/bbl

91 USD/bbl

100 USD/bbl

48 USD/bbl

46 USD/bbl

51 USD/bbl

78 USD/bbl

Activity remains higher due to lower break-even prices in the MENA region than the global average

Focus on workover drilling and maintenance, mainly constituting OPEX expenditure, which is typically less cyclical than CAPEX expenditure

ADES mainly assesses its potential acquisitions through two methods:

▪ Buy-to-Contract Model – Securing the contract first, then finalising the acquisition of the asset

▪ Contract Acquisition Model –Acquiring chartered assets with on-going contracts

Target backlog of 2x net debt – ensuring maintenance of a minimum level of liquidity to pay its contractual obligations at all times

Focus on Low Cost of Production Areas Such as MENA

Focus on Workover Drilling & Maintenance

Considered Approach to Acquisitions

Backlog Management

▼ 53%Brent Crude

▲ 174%Group Revenue

▲ 212%Group EBITDA(1)

2014-18

Resilient Business Model

1EBITDA - Operating profit for the year before depreciation and amortisation, employee benefit provision and other provisions an d impairment of assets under construction under construction

Backlog (USD)

7 MNBacklog (USD)

67 MNBacklog (USD)

78 MNBacklog (USD)

117 MNBacklog (USD)

225 MNBacklog (USD)

501 MNBacklog (USD)

427 MN

Resilient Business Model Supported by Lean Cost Structure

Backlog (USD)

1.2 BN


18

14

13

11

10

7

7

4

4

4

4

8%

7%

5%

15%

16%11%

11%

9%

18%

ADES ADC Burgan Drilling

Sinopec Nabors KDC

ZP Arabia Saipem Others

IOCs

NOCs

Independents

ABS

ISO Certification

Company Pre-Qualifications

Memberships

Solid Track RecordRanked #2 Offshore Jack-Up Driller in MENA (1)

High Profile Client BaseComprising a diverse range of leading

oil companies

World Class QualificationsAdhering to Global best practice

ABS Class Certificate

The Group’s operational drilling

offshore fleet is either ABS certified or

currently pending recertification

ISO 9001:2008 Certification

ISO 29001:2012 Certification

Note (1): By number of active rigs in March 2019; Source: Westwood Global Energy Group 21 March 2019Note (2) “The number includes MOPU and Jack up BargeNote (3) “Others” is players with < 20 rigs, Source: Westwood Global Energy Group 21 March 2019

- No. of Rigs

Significant Barriers to Entry

Growing Market Share in KSA and Kuwait Onshore Drilling(2)

(2)

(3)


To ensure that the Group continues to deliver exemplary safety and health standards, ADES has appointed a top tier HSE consultant to review the Group’s safety procedures and ensure its continued adherence to the highest safety standards.

Robust HSE Policies with Exemplary Track Record

HSE Overview HSE Incident Statistics

2016 2017 2018

Total Working hours (‘000) 2,792 4,343 5,272

Recordable injury rate (200,000 man-hours)

0.40 0.41 0.57

IADC worldwide RECORD incident rate up to date

0.58 0.45 0.68

• As an oil and gas service provider, ADES is committed to complying

with occupational health, safety and environmental care standards

as a sign of its commitment to excellent quality service

• The HSE Management System provides ongoing identification,

prioritization and control of any risk that may arise. This system

establishes a continuous improvement process for the

implementation of the HSE policy, leadership expectations and

core values

Improve Plan

Perform

Measure

Act

Incident and Injury Free Workplace (IIF)HSE Management System

The consultants have carried out a preliminary safety culture assessment, which addresses the following topics:

I A full safety culture assessment through interviews of more than 45 employees from cross section of ADES.

2 Plan IIF sessions in town, for the crews of three select rig sites as well as Cairo office employees in. To be rolled-out in the KSA at a later stage

3 Carry out IIF coaches training which shall be provided to ADES nominated IIF coaches

4 Post-IIF sessions, Offshore unit visits to evaluate IIF measures have been adequately employed


Markets & Asset Base

ADES Operating Markets

▪ The Group has presence in Egypt, Algeria, Kingdom of Saudi Arabia and Kuwait

▪ Most recently the group expanded its offshore and onshore presence in KSA and entered Kuwait via the acquisition of select assets from Weatherford

1 2 4

3

1 Algeria

2 Egypt

3 KSA

4 Kuwait

5 Other

(1) ADES continues to work towards closing the acquisition of two remaining Weatherford rigs in Algeria, and two rigs in Iraq whi ch is closing imminently in Q1 2019.(2) Refers to ADM 260 rig which is planned to work in Egypt once operational.(3) Refers to ADES I which is currently used for tendering activity in Egypt.(4) The figure does not include the two new-build onshore rigs for which contracts were secured in February 2019.

Total 34 Onshore Rigs

13 Offshore Rigs

1MOPU

1 Jack-up Barge

CountryOnshore

RigsOffshore

Jack-Up RigsMOPU

Offshore Jack-up Barge

8(1) -- -- --

-- 6 1 1

11(4) 6 -- --

12 -- -- --

3(1)(3) 1(2) -- --

49 Rigs in 4 Countries


Highly Experienced Management Team

Year Joined ADESYears of Experience

◼ Ph.D. Systems Engineering and Control, Case Western Reserve University, USA

◼ M.Sc. Electrical Engineering and Control, Faculty of Engineering, Cairo University, Egypt

◼ B.Sc. Electrical Engineering, Faculty of Engineering, Cairo University, Egypt

Dr. Mohamed FaroukChief Executive Officer

27 Years

2012

✓ Senior Vice President, Invensys Operations Management (Now Schneider Electric)

✓ Director, Global Engineering Excellence Centers

27 Years

Ayman RagaiChief Information Officer

2016

28 Years

Aly MakhloufInternational Markets Director

2014 24 Years

Ahmed MohyEgyptian Market GM

200910 Years

Hussein BadawyInvestor Relations Officer

2016

12 Years

Omar SalehChief Strategy Officer

2016

14 Years

Morcos WilliamLegal Counsel

2015Project Manager

Country Financial Controller

Country HR Manager

Maintenance Superintendent

HSE Superintendent

Supply Chain Manager

QMS Manager

Country Manager

Project Manager

Country Financial Controller

Country HR Manager

Maintenance Superintendent

HSE Superintendent

Supply Chain Manager

QMS Manager

IT Manager

12 Years

Gamal Mohamed AhmedHR Director

2006

44 Years

Mohamed KhalilVP Operations

2012

18 Years

Mohamed SaadMaintenance Director

2015

18 Years

Mohamed HegawySupply Chain Director

2017

33 Years

Mahmoud HabashiQMS Director

2013

22 Years

Amr WafikHSE Director

2009

21 Years

Ahmed El KhatibChief Financial Officer

2017

38 Years

Shoukry El SayedVP Projects

2013

IT Manager

Country Manager


2018 FINANCIAL REVIEW


2018 Key Highlights – A Transformative Year

Successfully Finalised

Two Landmark

Acquisitions

Entered a New

Market and Further

Established Position in

KSA

Increased Total Number

of Rigs by: ▲ 2.9x

(#14 to #41)

Increased Total

Backlog:▲ 3x

(US$ 427m to US$ 1.2bn)

Backlog /Net Debt:

2.9x

vs. min 2.0x

financial policy

Further Invested in

HSE Culture

FY 2018

Revenue: US$ 206m

▲30.4% (vs. FY 2017)

▲57.9% (H218 vs. H1 18)

FY 2018

EBITDA: US$ 101m

▲25.8% (vs. FY 2017)

Robust

EBITDA Margin: 49.2%

Improved Utilisation

Rate: 85% in FY 2018

vs 78% in FY 2017

… And Conservative Capital Structure and Exemplary HSE Track Record…

… Supported by Industry Leading Operating and Financial Performance…

In 2018 ADES Successfully Advanced its Long-term Strategic Ambitions…

… Establishing a Robust Platform for Future Growth


Strong Historical Financial Performance

Revenue (US$ m) EBITDA (US$ m / %)Backlog (US$ m)

Operating Profit (US$ m / %) Group Equity (US$ m)Net Profit (US$ m / %)

42

7180 101

40.4% 53.9% 51.0% 49.2%

2015A 2016A 2017A 2018A

225

501427

1214

2015A 2016A 2017A 2018A

101

134

158

206

2015A 2016A 2017A 2018A

2015-2018 CAGR: 34%2015-2018 CAGR: 74% 2015-2018 CAGR: 27%

84105

318

424

2015A 2016A 2017A 2018A

32

51

59 71

28.5% 37.9% 37.3% 34.7%

2015A 2016A 2017A 2018A

26

3845

75

5045

25.4% 28.3% 28.3% 36.6%

2015A 2016A 2017A 2018A

Normalised Net Profit

LSE IPO

2015-2018ECAGR: 42%2015-2018 CAGR: 31% 2015-2018E CAGR: 72%


2.6x

3.2x

0.9x

2.4x

2015A 2016A 2017A 2018A

Prudent Financial Policies

Backlog / Net Debt (x) EBITDA / Net Interest Expense (x)Net Debt / EBITDA (x)

Covenant level: 4.0x

Based on Covenant Calculated EBITDA Based on Covenant Calculated EBITDA

2.1 2.2

5.7x

2.9x

2015A 2016A 2017A 2018A

Covenant level: 2.0x

9.5x

7.6x8.4x

6.4x

2015A 2016A 2017A 2018A

✓ The group targets maintaining a minimum Backlog at 2.0x Net Debt

➢ This level has consistently been maintained, supported by the “buy-to-contract” model (i.e. securing contract before finalising the asset acquisition)

✓ In addition, ADES targets Net Leverage at 2.5-3.0x (vs 4.0x covenant) and Gearing (Net Debt / Book Equity) 1.5-2.0x (vs 2.75x covenant)

✓ The group targets to maintain, at all times, a minimum cash on balance sheet at ~10% of annual group turnover for liquidity purposes

Target Financial Policies

Banks Covenant EBITDA – refers to the (Actual EBITDA contributed for the Existing rigs) + (Annualised Revenue for the Newly Acquired Contraced rigs* 35% EBITDA margin *90% utilization factor)


Cash Generation profile

(US$ 000s unless indicated) 2015 2016 2017 2018

Accounts Receivable 16,841 50,789 65,987 100,757

Inventory 7,167 17,777 20,919 52,508

Accrued Revenue 713 17,587 12,976 36,370

Other Receivables: 14,224 14,565 25,798 43,915

Working Assets 38,946 100,718 125,680 233,551

Accounts Payable 14,229 27,916 31,171 37,409

Accrued Expenses & Other Credit Balances 3,370 13,133 13,226 44,405

Working Liabilities 17,598 41,050 44,397 81,814

Net Working Capital 21,347 59,669 81,283 151,737

Change in WC(1)(6,137) (38,321) (21,615) (70,454)

Capital Expenditure(4) & Free Cash Flow(3) (US$ m)Operating Cash Flow(2) pre and post WC (US$ m)

▲ in Working Capital

Net Operating Cash Flow (post WC)

40 3549

27

(4)

(39)(25) (67)

2015A 2016A 2017A 2018A

(98)(134)

(53)

(347)

(58)

(99)

(4)

(320)

2015A 2016A 2017A 2018A

Free Cash Flow Total Capex ’15-’17

(1) Changes in WC Includes changes in accounts receivables, Inventory, Accrued Revenue, other recievables, accounts payable and Accrued Expenses & other credit balances


INDUSTRY OVERVIEW


0

20

40

60

80

100

120

Canada TarSands

BarentsSea

AngolaDeepwater

Australia US Tight Oil NigeriaDeepwater

North Sea Brazil Pre-Salt

UAE Egypt Egypt SaudiArabia

UAE Kuwait SaudiArabia

Onshore OffshoreUS$/bbl Range

NB: Breakeven prices can vary widely within areas, countries and even basins

38%

22%

19%

10%

5%4%

2% Middle East

North America

CIS

Africa

Asia Pacific

S. & Cent. America

Europe

The Middle East Continues to be the Region with the Leading Oil Production and Proven Reserves

Key Market Characteristics

The Middle East is the

leading oil-producing

region globally with

almost 40% of the world’s

proven reserves. The

sector constitutes a

significant share of GDP

and is a major source of

FDI

Distribution of Proven Reserves(1)Distribution of Oil Production(1)

(1) Source: Westwood Global Energy Group, 21 Mar-19

Middle East has the Lowest Extraction Cost Globally

27%

19%

23%

9%

8%

8%

5%2%

Middle East

Eastern Europe & FSU

North America

Asia

Africa

Latin America

Western Europe

Australasia

ADES operates in countries characterized by low extraction costs, non harsh environments and the pre-dominance of drilling intensive legacy fields

2018 Average Brent Price: US$ 71.1/bbl

✓

✓

✓ ✓

ADES’ current presence

✓CORE MARKETS


(80%)

(60%)

(40%)

(20%)

0%

20%

40%

60%

80%

7%

22%

28%36%

49%

50% 55%

(100%)

(80%)

(60%)

(40%)

(20%)

0%

20%

40%

60%

80%

Middle East Drilling Industry Has Exhibited Strong Growth While Keeping Utilizations High

(1): Source: Westwood Global Energy Group, 21 Mar-19

Regional Jack-up Rigs Growth & Utilisation Rates(1)

Size of the bubbleJack-up Utilization (Avg. 2018)

Rig

CA

GR

(’08

-‘18

)

Eastern Europe

North America

Jack-up Rig Utilisation Rate – Yearly Average

Onshore Rigs Growth & Utilization Rates (1)

Size of the bubbleOnshore Utilization (Avg. 2018)

Rig

CA

GR

(’08

-‘18

)

The Middle East is the only region to witness rig growth since 2009 and enjoys the highest Jack-up utilization rate

Onshore Rig Utilisation Rate – Yearly Average

South America

Africa

Western Europe

Middle East

Asia

Africa

Latin America

MENA

Eastern Europe

North AmericaWestern Europe

88%

75%71% 70%

76%81% 80%

71%

59%55%

57%

87%

76%73% 72%

78%82% 84%

81%

72%

64% 65%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Global Middle East

61%

47%

55%57%

59%57%

55%

46%

39%

43%45%

55%

48%

49% 50% 50% 50%

54%

49% 49%

53%

50%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Global Middle East

37%

39%

51%

61%

60%40%

37%66%

Asia-Pacific

Post-IPO Accomplishments


Transaction Highlights

Asset • 3 ultra-shallow offshore drilling jack-up rigs

Location • KSA

Current Charterer

• Saudi Aramco

Purchase Price • US$ 83m (75% Cash - 25% ADES shares)

Additional Details

• Deal closed June 2018

• Three rigs were operational with backlog at closing of $140 million

• Successfully added additional $150 million of backlog through contract renewal post closing

• $60 million expected annual revenue

Transaction Highlights

Asset • 31 onshore drilling rigs

Location • KSA, Algeria, Kuwait and Southern Iraq

Current Charterer

• Kuwait Oil Company and Saudi Aramco

Purchase Price• US$ 287.5m, paid by a combination of cash

and secured debt instruments

Additional Details

• Closed Kuwait, Saudi, & Algeria(1) on November, December, & February respectively

• 20 of the acquired 31 rigs were operational with backlog at closing of c. $700 million

• Successfully added additional $228 million of backlog through contract renewals post closing

• $200 million expected annual revenue

Efficient Execution of Accretive Acquisitions at Attractive Pricing

Nabors Acquisition

(1) ADES continues to work towards closing the acquisition of two remaining Weatherford rigs in Algeria, and two rigs in Iraq which is closing imminently in Q1 2019

Weatherford AcquisitionAdmarine 655

Admarine 656

Admarine 657


Game Changing Acquisitions Associated with Attractive Values

The new strategic acquisitions have secured ADES’ position as one of the major

players in the MENA region

The newly acquired rigs are expected to more than double ADES’ annual

revenue in 2019

Total Fleet Addition Expected Annual Revenue

(No. Rigs)

56

Attractive Values associated with the Acquisitions

Algeria6

SouthernIraq

2

Kuwait12

KSA

11

3New markets

Existing markets

Geographic Distribution of the Acquired Fleet

ExistingRigs

New Acquisitions

3434

15

312 15

313

34

Onshore Offshore Total

49(1)

158

60

200

FY17 New Acquisitions

Nabors Weatherford260

Acquisition consideration was executed on accretive EV/EBITDA multiple

Diversified backlog with long-term revenue visibility

Entry to the onshore gas drilling market in KSA

Entry to very exclusive market with high barriers to entry (Kuwait)

Very well distributed asset base

Further underpins our position in our existing platforms


Testament to Our Clients’ Confidence in ADES to Consistently Deliver High-Quality Services

February 2019 – New Contracts Secured Through Tendering Activity

Location• KSA (2 newly build onshore

rigs)

Current Charterer

• Aramco

Expected Backlog • USD 150 million

Contract Tenor• 7 years (5 years + 2-year

extension)

February 2019 – Contract Renewals

Location • KSA (6 onshore drilling rigs)

Current Charterer • Aramco


Contract Tenor • 3 years

The Group will order two newly built onshore rigs that meet the contract

specifications for a total cost up to USD 45mn

• Each of the secured contracts has a tenure of seven years versus the KSA average of3 years

• Operations are due to commence in the second half of 2019.

• ADES sees long-term potential for these assets in the Saudi market and ADESexpects to generate a strong return on this investment

• The six onshore operating rigs in the KSA were acquired in December 2018 as part ofthe Weatherford acquisition

• Due to commence in February 2019 upon expiry of existing contracts

• The renewals are further endorsement of clients’ confidence in ADES as it scales upits business across the region

December 2018 – Contract Renewal

Location • KSA (Admarine 657)

Current Charterer • Aramco


Contract Tenor • 7 years (5 years + 2-year extension)

Other recent renewals, extensions and new contracts secured

• The renewal for Admarine 657, which is currently contracted and operatingin Saudi Arabia, is effective after the expiry of its existing contract during Q12019

• The renewed contract has a tenure of seven years versus the KSA average of3 years

• ADES now has a long-term contracted visibility, underlining its ability toconsistently sustain its backlog through a customer-centric approach thatdelivers a tailored service with superior quality and an impeccable safetyrecord

• During the first quarter of 2019, ADES successfully renewed or extended all expiring contracts across its Egyptian assets. The renewals across its Egyptian assets are, onceagain, evidence of ADES’ pristine reputation in its home market that the Group has been able to build over years of excellent service provision


Expansion into Deepwater Drilling

ADVantage – Joint Venture with Vantage Drilling

ADES to provide deepwater drilling services in Egypt’s Mediterranean basin, operating Vantage’s deepwater drilling units

Vantage’s drillships to be leased to ADES on a bareboat charter agreement basis

$

Profit Share

Benefits

Vantage to gain access to the attractive Mediterranean basin, optimise access to local workforces and service providers and increase marketability of its ultra-deepwater fleet

Enables ADES to generate additional revenue without incurring the significant capital expenditure associated with deepwater drilling, maintaining the Group’s asset-light model

Subsidiary of

Secured Dana Gas Contract

In March 2018, ADES secured a short-termexploration contract with Dana Gas for deepwaterdrilling services in the Egyptian Mediterraneanbasin, subcontracted to ADVantage.

Key Contract Highlights:• One firm well estimated to last for 77 days;• Option to extend to a further three wells;• Served using Vantage’s Tungsten Explorer.

The contract capitalises on ADES’ pre-qualificationin the Mediterranean basin and gives ADES accessto the deep drilling market amid significant gasdiscoveries in Egypt.

Offshore drilling contractor which operates and manages a fleet of

modern, high specification drilling rigs on a worldwide basis.

$

Building on its proven track record of offering exceptional value for money in shallow, non-harsh environments, the Group has extended its reach into deepwater drilling while retaining its low-cost model through a strategic joint venture with Vantage Drilling International


69%

31%

2%10%

38%

50%

61 53 35 3 - - -

197 207 166

54 42 43 42

135 114

87

77 77 78 25

24

417374

288

134 119 12067

14

2019 2020 2021 2022 2023 2024 2025 2026

Egypt KSA Kuwait Algeria Total

PETROBEL

Robust Cashflow and Revenue Visibility underpinned by Strong diversified Backlog

Backlog Breakdown by Client

(1) Excluding Algeria (unrated); (2) Assuming 50/50 weighted rating between the sovereign and JV partner credit rating;

88%

Saudi Aramco Kuwait

Oil Co.

PetroZenimaGPC

SonatrachAGIP

GUPCO

50%

38%

4.5% 5%

1% 0.4% 0.1%

88% of Backlog is derived from KSA and Kuwait

USD 1.5bn

Backlog Breakdown by Country and Currency

By Country By Segment

Sovereign Credit Rating (as a reflection of NOC risk)

JV Partner Credit Rating

% of total Backlog (in blue)

Total Backlog

AA

N/R

A-

N/R

B

N/R

B

N/R

N/R

A-

B

A-

B

A-

➢ Sovereign implied weighted average client rating: A-(1)

➢ Sovereign implied w.a. client rating inc. JV Partner: A-(1) (2)

Backlog Runoff (USD mn, of total backlog over forecast period)

Expected Backlog Runoff: USD 1.5bn

◼ Onshore ◼ Offshore◼ KSA ◼ Kuwait◼ Egypt ◼ Algeria

12%

88%

USD 1.5bn

◼ KSA ◼ Kuwait◼ Egypt ◼ Algeria


2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

ADMARINE I Egypt

ADMARINE II Egypt

ADMARINE III Egypt

ADMARINE IV Egypt

ADMARINE V Egypt

ADMARINE VI Egypt

ADMARINE VIII Egypt

ADMARINE 88 Egypt

ADMARINE 261 KSA

ADMARINE 262 KSA

ADMARINE 266 KSA

ADMARINE 655 KSA

ADMARINE 656 KSA

ADMARINE 657 KSA

Offshore Backlog Overview

Contracted Good Chance for Renewal OptionalExtension Contractedwith PreviousOwner


2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

ADES 2 Algeria

ADES 3 Algeria

Rig 155 Kuwait

Rig 776 Kuwait

Rig 870 Kuwait

Rig 871 Kuwait

Rig 180 Kuwait

Rig 878 Kuwait

Rig 808 Kuwait

Rig 809 Kuwait

Rig 144 KSA

Rig 158 KSA

Rig 798 KSA

Rig 157 KSA

Rig 173 KSA

Rig 174 KSA

Rig 040 KSA

Rig 799 KSA

Rig 889 KSA

ADES 13 KSA

ADES 14 KSA

Onshore Backlog Overview

Contracted Good Chance for Renewal OptionalExtension Contractedwith PreviousOwner

Newly Build Assets

Post - Acquisitions Strategy


Hatem SolimanBoard Member

• 37 Years Executive management with Schlumberger

Asset Integration Program

Solid IntegrationBy Tier 1 Consultant Group

Improving Our Value Delivery

Internal assessments and external benchmarking to devise

integration plan for the company as a whole focusing on

Organization & People

Change Management

Integration

Systems & Procedures

Key Objectives

Realize "synergies" & value creation opportunities.

Create a common culture and bind key people.

Design and build the new organization.

Continue day-to-day business.

Assess Design Deliverables Plan Implement

Strengthen ADES Organization

Ihab GueneidCountry Director

• 35 Years Experience• Executive management positions

with Schlumberger & ADC

Mohamed MeradHead of Integration

• 21 Years Experience • Executive Management

experience with SLB in Saudi Market

Norbert HeitmannHead of Operational Excellence

• 35 Years Experience• Extensive Well Construction

Knowledge, leading Industry innovation

Steve WeislHead of Performance Excellence

• 30 Years Experience• Senior Operational Management

with Transocean & Seadrill

Billy MitchellTraining & Competence Manager

• 40 Years Experience• Global training management with

Transocean & WDI

Paul BellissHSE Manager

• 40 Years Experience• Proven HSE & Engineering

experience with BP & BG


Focus on Organic Growth

Post-acquisition, we will focus on organic growth, using our well-distributed asset base to enter into competitive contract bidding

across the region and leveraging the following

Tender Activity

Unutilized RigsExisting Platforms

across footprint

Pre-qualifications across MENA

drilling while retaining its low-cost model through strategic agreements

ADES to provide deepwater drilling services in Egypt’s Mediterranean basin, operating Vantage’s deepwater drilling units with Vantage’s drillships to be leased to the JV

“ADVantage “on a bareboat charter agreement basis

Agreement with a subsidiary of

Asset-Light Model


• Evaluate proposed acquisition opportunities

IPO of ADES

Smart ExecutionEvaluating Acquisitions and Backlog Renewal

Roadmap to Growth

• Signed Definitive Acquisition Agreement31 onshore drilling rigs –Weatherford (KSA, Algeria, Kuwait and Southern Iraq)

• Finalised Nabors Acquisition3 operating offshore jack-up rigs (KSA)

• Extensive integration plan - Restructure the new business for a streamlined integration with the Group’s newly acquired assets

• Incorporate newly acquired assets within governance to safeguard the interests of all our stakeholders

• Working with top-tier consultants for a seamless Integration as well as the enhancement of Group’s HSE and Governance framework

• In the medium-term ADES’ is expected to generate strong cash-flows supporting the distribution of dividends

• ADES will continue to grow organically by participating in accretive tenders and growing its backlog

• Capitalise on increased tendering capacity through strategic agreements with leading shipyards

• Secured Standby Credit Facility SAR 525 million (US$140 million) from Alinma bank

Integration & Governance Organic Growth Dividends

• Secured Syndicated Credit FacilityUS$450 million -arranged by the Bank of America Merrill Lynch and the EBRD

Market Sentiment

• Positive Market Sentiment drives management’s decision to IPO

• Participated in Competitive processes for promising tenders, which led to Nabrosand Weatherford acquisition) while consistently renewing Group backlog

• Acquisitions resulted in:• USD 1.2bn of

additional backlog• USD 260mn of

additional revenue


Key Takeaways

Leading Market Position with Significant Barriers to Entry

2

Resilient Business Model Supported by Lean Operating

Cost Structure

1

Track Record ofValue-enhancing Acquisitions at

Attractive Prices

4

Robust HSE Policies with Exemplary Track Record

6

Strong Corporate Governance and Highly Experienced

Management Team

7

High Quality Client Relationships, Robust Contracts

and Predictable Cash Flows Underpinned by Strong Backlog

3

Prudent Financial Policies and Conservative Capital Structure

5


Appendix


Income StatementIn USD unless otherwise stated FY 2018 FY 2017 YoY Change

Total Revenues 205,563,390 157,590,031 30.4%

COGS (Exc. Depreciation) -79,656,871 -57,897,224

COGS / Sales, % 38.8% 36.7%

Gross Profit 125,906,519 99,692,807 26.3%

GPM, % 61.2% 63.3%

SG&A (Exc. Depreciation) -23,585,405 -18,795,499 25.5%

% of Revenue 11.5% 11.9%

Impairment of Accounts Receivable -1,250,607 -579,115

EBITDA 101,070,507 80,318,193 25.8%

EBITDA Margin, % 49.2% 51.0%

Total Depreciation -28,235,346 -20,663,710

Provisions -1,589,053 -898,464

Operating profit 71,246,108 58,756,019 21.3%

EBIT Margin, % 34.7% 37.3%

Interest Expense -31,472,518 -16,550,209

Interest Income 2,738,844 7,015,552

Other (expense)/ income -1,602,982 821,475

Bargain Purchase Gain 44,377,441 -

IPO expense - -5,063,369

Transaction Expenses -5,617,088 -

Other taxes -295,960 -1,573,448

EBT 79,373,844 44,591,818 78.0%

EBT Margin, % 38.6% 28.3%

Income Taxes -3,788,784 -17,881

Tax Rate, % 4.8% 0.0%

Net Profit 75,585,060 44,573,939 69.6%

Net Profit Margin, % 36.8% 28.3%

Minority Interest -254,222

Net Profit attributable to the Equity Parent 75,330,838 44,573,939 69.0%


Balance SheetIn USD unless otherwise stated Dec-2018 Dec-2017

Non Current Assets Net Fixed Assets 710,704,139 322,441,974

Intangible Assets 456,189 544,541 Available for Sale Investments 2,184,382 1,950,000 Total Non Current Assets 714,547,296 324,936,515 Current Assets Cash & Cash Equivalents 130,875,239 136,964,417

Accounts Receivable 100,757,512 65,987,303

Accrued revenue 36,369,649 12,975,535

Advance Payments to Suppliers 5,437,050 6,027,286 Due from Related Parties 43,915,642 305,615 Prepayments and Other Receivables 377,345 19,770,254 Inventory 52,508,041 20,919,477

Total Current Assets 370,240,478 262,949,887 Total Assets 1,084,787,774 587,886,402

Current Liabilities Long-Term Interest-bearing loans and borrowings 42,258,585 35,911,111 Bank overdraft 2,999,769 21,422,509 Trades and Other Payables 37,409,013 31,170,944 Tax liability 3,040,754 1,118,662

Accrued Expenses 22,807,262 11,869,877

Other Credit Balances 21,598,435 1,355,726 Due to Related Parties 56,106 2,267,344 Dividends Payable - 7,149,034

Provision 1,874,654 1,836,000 Total Current Liabilities 132,612,538 114,101,207 Non Current Liabilities Interest-bearing loans and borrowings 510,010,564 155,155,414 End of Service provision 12,331,933 620,083 Total Non Current Liabilities 527,734,070 155,775,497 Total Liabilities 660,346,608 269,876,704

Shareholder Equity Paid-in Capital 43,793,882 42,203,030 Share Premium 178,746,337 158,224,346 Retained Earnings 193,033,967 117,703,129Merger Reserve (6,520,807) (6,520,807)Legal Reserve 6,400,000 6,400,000

Total Shareholder's Equity 415,453,379 318,009,698

Total Liabilities and Shareholder's Equity 1,084,787,774 587,886,402

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