GFH Financial Group BSC CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2020 Commercial registration : 44136 (registered with Central Bank of Bahrain as an Islamic wholesale Bank) Registered Office : Bahrain Financial Harbour Office: 2901, 29th Floor Building 1398, East Tower Block: 346, Road: 4626 Manama, Kingdom of Bahrain Telephone +973 17538538 Directors : Jassim Al Seddiqi, Chairman H.E. Shaikh Ahmed Bin Khalifa Al-Khalifa, Vice Chairman Hisham Ahmed Alrayes Rashid Nasser Al Kaabi Mustafa Kheriba (till 24 December 2020) Ghazi Faisal Ebrahim Alhajeri Ali Murad (from 9 April 2020) Ahmed Abdulhamid AlAhmadi (from 9 April 2020) Alia Al Falasi (from 30 September 2020) Fawaz Talal Al Tamimi (from 30 September 2020) Amro Saad Omar Al Menhali (till 30 September 2020) Mazen Bin Mohammed Al Saeed (till 31 March 2020) Mosabah Saif Al Mautairy (till 30 September 2020) Bashar Mohamed Al Mutawa (till 1 April 2020) Edris Mohammed Rafi Alrafi (from 24 December 2020) Chief Executive Officer : Hisham Ahmed Alrayes Auditors : KPMG Fakhro GFH Financial Group BSC CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2020 CONTENTS Page Chairman’s report 1-3 Report of the Shari’a Supervisory Board 4-5 Independent auditors’ report to the shareholders 6-11 Consolidated financial statements Consolidated statement of financial position 12 Consolidated income statement 13 Consolidated statement of changes in owners’ equity 14-15 Consolidated statement of cash flows 16 Consolidated statement of changes in restricted investment accounts 17 Consolidated statement of sources and uses of zakah and charity fund 18 Notes to the consolidated financial statements 19-100 Supplementary information (not audited) 101-103 Chairman’s Report-2020 Dear Shareholders, On behalf of the Board of Directors of GFH Financial Group, I am pleased to present the Group’s financial results for the fiscal year ended 31 December 2020. Unlike any other year, the COVID-19 pandemic has caused significant uncertainty and disruption around the world. For us here at GFH, our top priority was the safety of our people and their loved ones, while ensuring the effective continuity of our operations and delivery of high quality services for our clients and shareholders. Though 2020 had its hardships, we are grateful to have achieved this continuity through the strength of our partnerships - both internally as a team and collaboratively with our partners across the globe. We are also grateful for the market’s continued confidence in our Group’s financial position despite 2020’s economic turmoil. Throughout the years, the Group continued to undergo an effective transformation that was backed by a strategy of dynamic diversification and the pursuit of value creation. In 2020, we continued to build our global portfolio of income yielding real estate assets capable of delivering solid returns for the Group and our investors. We also maximized our value creation potential by tapping into a widened range of asset classes, sectors and markets – pursuing opportunities to expand our portfolio both in our home markets in the GCC and beyond. Consequently, 2020 represented another year for the Group achieving gains on its financial position. The achievements of the Group and its subsidiaries in 2020 continue to solidify our position as one of the leading financial groups in the region, while reinforcing our investors’ and shareholders’ trust in our ability to deliver on their expectations – in spite of the challenges spurred by the pandemic that have affected the overall global market. The Group's total consolidated revenue was US$323.4 million compared with US$321.6 million in 2019, reflecting a year-on-year increase of less than 1%. While the YoY increase may be minor compared to prior years, we regard it nonetheless as a testament to our Group's resilience in the face of extraordinary market conditions. Achieving this growth is made possible through the continued success of our business lines, as well as our pursuit of investments and activities that facilitate steady income generation. A notable example of this is our acquisition of Roebuck Asset Management, a UK and European logistics and business space focused real estate asset manager that boasts a total value of managed assets of £1.4 billion. The acquisition will see us gain strategic access to prime deal flow within the European market, and leverage opportunities arising from the fast-growing logistics real estate sector. In addition to investment management, real estate and treasury activities have also recorded particularly positive contributions to our revenues. Furthermore, we were able to report strong results for 2020 - made possible by our dedicated team's successful execution of the Group's strategy. Through a keen-eyed and responsive evaluation of 2020's turbulent market conditions, they identified new income yielding opportunities while building on and extracting value from existing assets. For the year, the Group reported consolidated net profit of US$49.3 million as compared with US$53.1 million from the previous year, a decrease of 7.1%, and a net profit attributable to shareholders of US$45.1 million compared with US$66.0 million for the previous year, a decrease of 31.7%. 1 The Group’s total assets for the year grew from US$5.95 billion in 2019 to US$6.6 billion in 2020. The Group’s Total Assets and Funds Under Management (AUM) increased from US$10 billion in 2019 to over US$12 billion in 2020, marking a year-on-year increase of 20%.The Group also ended the year with a Capital Adequacy Ratio of 13.3% and Return on Equity (ROE) ratio of 4.9%, confirming our sustained positive financial performance. We are pleased to see that the results of our commitment to realizing our strategy have strengthened market confidence in the Group. This confidence was exemplified by our successful completion of our US$500 million Sukuk issuance in June 2020 to regional and international investors alike, demonstrating resounding trust in our performance and future prospects. Additionally, Fitch Ratings, the reputable international credit rating agency, reaffirmed our Group's Long-and Short-Term Issuer Default Rating (IDR) at 'B' with the Outlook on the Long-Term IDR as 'Stable'. Fitch Ratings took into account the management's strategic objective of reshaping GFH's business model towards more stable and recurring revenue sources such as fee generation and lower-risk fixed income assets. The report also cited the fact that GFH has continued to grow its treasury activities and growth of our liquid assets accounting for an average of 24.3% of assets in 2019, compared with 9.7% in 2018. We are also pleased to have made steady progress in 2020, despite the current challenges and the impact of COVID-19 on our business and global markets. While the current conditions impacted net profit for the first six months of the year, ongoing investor and market confidence demonstrated our Group's strong financial health and impactful operational performance. In that period, the Group successfully raised more than US$1.5 billion across its investment banking and treasury business lines. The continuation of our financial performance and growth, combined with our dividend policy, enabled the Board to recommend total dividend of USD 42mn at 4.60% on par value, divided into 1.86% cash dividends amounting to US$17 million and 2.74% stock dividends of US$25 million for our shareholders. Additional board recommendations were discussed and raised as part of the Group’s Ordinary General Meeting (OGM), which successfully concluded on 30th September 2020 with several key ratifications and authorizations received from shareholders. One of these approvals included a series of agreements made between the Group and Khaleeji Commercial Bank, the Group’s commercial banking subsidiary, in accordance with Article (189) of the Bahraini Companies Law. These included a swap agreement signed by the Group and the Bank for financial and investment assets worth BD46.4 million and an agreement signed by the Group with the Bank to underwrite the issuance of BD60 million AT1 Sukuk at a premium of BD12 million and for the receipt of BD12.1 million in subscription fees. With 2020 marking a year of exceptional uncertainty, the path forward will not be an easy one as we collectively wrestle with the aftershock. Over the past year, we worked tirelessly to strengthen our Group's operational resilience and business continuity planning to ensure we weather this storm. As a result, we were fortunate to have been able to continue supporting our clients and the growth of their investment portfolios by steering them through the year's challenges while identifying new opportunities for value creation in the face of changing market conditions. We are optimistic we will be able to continue to deliver on our clients’ expectations, and we remain encouraged by the resilient nature of our Group’s diverse business model. While our 2 profits were affected by the fallout of the COVID-19 pandemic, our Group’s ability to achieve stable income while delivering impactful results exemplifies the strength of our strategy and the notable progress we continue to make across each of our business lines. The success of our strategy and the Group's continued progress are made possible through the tireless efforts of the people who power GFH. I want to thank our Board of Directors for their constant support and guidance in steering the Group towards further success. I would also like to thank our management team and staff for their continued stellar performance, which allowed us to overcome 2020’s challenges while finding new ways to create value for our investors and shareholders. Further, in the face of these most uncertain and challenging times, I would also like to extend our deepest appreciation to our shareholders and investors for their continued trust and confidence in GFH, our strategy and our ability to meet their expectations.