A word from
our chairman

nogaholding Chairman's Message

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

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

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

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

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

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

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

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

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

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

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A decade of excellence

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

A decade of
excellence

2018
A year in focus
Finished and delivered pipeline to Saudi - AB pipeline
EPC Contractor signed the biggest agreement with BAPCO for BMP
nogaholding bond raised another billion
Banagas expansion (doubled capacity)

A decade of
excellence

2017
US$ 1 BN Note issuance Awarded best sub-sovereign bond in EMEA Finance Achievement Awards
Bapco completed front-end engineering design for Bapco Modernisation Progamme (BMP) and awarded Engineering Procurement and Construction (EPC)
Addition of BAC Jet Fuel Company (BJFCO)
Exit of Skaugen Gulf Petchem Carriers (SGPC)

A decade of
excellence

2016
Expand portfolio with the addition of Bahrain Gasoline Blending (BGB)
Signing of US$ 570 MM Murabaha Facility to meet expansion targets
Bapco Modernisation Programme (BMP) on schedule
Middle East LNG Deal of the Year for Bahrain LNG Project

A decade of
excellence

2015
Bapco refinery produced another record crude throughput
BAC Jet Fuel Company (BJFCO) fuelled over 41,000 aircraft
Bahrain LNG Import Terminal awarded to international consortium

A decade of
excellence

2014
Bapco refined 48.9 million barrels - the highest volume ever achieved.
Tatweer successfully invested in oil recovery strategies
GPIC exceeded previous highest level of production

A decade of
excellence

2013
Encouraging results despite strategic challenges
Bapco refinery processed highest bpd in its history
Gulf Petrochemical Industries Company (GPIC) achieved highest production level in its history

A decade of
excellence

2012
Another exceptional operational performance by portfolio companies
Outstanding level of safety performance achieved
Gas sales second highest since formation of plants

A decade of
excellence

2011
Increase in oil field production by 33.3%
Inauguration of Bahrain Vision 2030
Start up of Bahrain base oils plant

A decade of
excellence

2010
Continued strong performance despite economic downturn
Increased portfolio with addition of JV in Skaugen Gulf Petchem Carriers (SGPC)
Exceptional operational performance across portfolio

A decade of
excellence

2009
Advancement despite difficult economic environment
Increased portfolio with addition of Tatweer and Bahrain Lube Base Oil Company (BLBOC) JVs
Exploration of international investment opportunities

A decade of
excellence

2008
Development of Bahrain Vision 2030
Bahrain National Gas Expansion Company (Tawseah) incorporated
Deal signed with Bapco for Lube Oil Plant

A decade of
excellence

2007
nogaholding established on 15th August 2007 as the strategic investment and development arm of NOGA
Stewardship of two wholly owned and six partly owned JVs

Grounded by
solid values

nogaholding aspires to contribute to profitable
national economic diversification and growth
by achieving sustained performance
- Integrity
- Ingenuity
- Entrepreneurship
- Commitment
- Accountability

Vision Mission Values Roles
To build, develop and manage a profitable
portfolio of oil and gas industry related companies
by investing effectively and promoting
excellence
- Governance
- Portfolio Management & Growth
- Promotion of Operational Excellence and Best Practice
- Provision of Professional Service
- Develop Intellectual Capital

Investment
strategy

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

Identification

01

Origination
and Opportunity
Sourcing

02

Screening
and Preliminary
Evaluation

03

Board Approval
to Incur
Expenses

04

Due
Diligence

05

Negotiation with
Target
or Potential
Project Partner
(if necessary)

06

Availability
of Funds and
Leveraging

07

Board of
Directors'
Final
Approval

08

Maintaining
good governance

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

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

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

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

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

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