Annual Review 2012 The Dar al-Athar al-Islamiyyah is one of Kuwait’s leading cultural organizations and home to the al-Sabah Islamic art collection – acknowledged as one of the world’s finest collections of Islamic art. The collection consists of over 30,000 priceless objects, including manuscripts, scientific instruments, carpets, fabrics, jewelry, ceramics, ivory, metalwork and glass dating from the seventh century CE from countries such as Spain, India, China and Iran. This year, the annual reports of KIPCO Group companies each feature a different key glassware artifact from the al-Sabah collection. The images used within the reports reflect KIPCO’s commitment to protecting and promoting Kuwait’s heritage, while helping to build the nation’s future. The item pictured here is a glass mosque lamp made in Egypt during the early fourteenth century CE. The piece is gilded and enameled glass and was commissioned by the amir Husayn Abi Bakr for a mosque in Cairo. The image is reproduced with the kind permission of the Dar al-Athar al-Islamiyyah. Contents 1 Executive Summary 2012 2 Debt profile & credit ratings 3 Financial statements highlights 3 KIPCO Group: by geography and sector 4 KIPCO and key listed subsidiaries: performance measures 4 KIPCO vs KSE index 5 KIPCO valuation metrics 6 KIPCO Group companies: by sector 12 Letter from the Board of Directors 14 Management Report 21 Board of Directors 22 Executive Management H.H. Sheikh Sabah Al-Ahmad Al-Jaber Al-Sabah Amir of the State of Kuwait H.H. Sheikh Nawaf Al-Ahmad Al-Jaber Al-Sabah Crown Prince of the State of Kuwait Executive Summary 2012 KIPCO: The KIPCO Group is one of the largest holding companies in KIPCO’s financial services interests include holdings in the Middle East and North Africa, with consolidated assets of commercial banks, asset management and investment banking, US$ 26 billion. The Group has significant ownership interests and insurance companies. The Group’s core operations in this in a portfolio of more than 60 companies operating across 24 sector include Burgan Bank, United Gulf Bank and Gulf Insurance countries. The Group’s main business sectors are financial Company. In the media sector, the Group has joint control of the services, media, manufacturing and real estate. Through its core OSN, the leading pay-TV operator in the region. companies, subsidiaries and affiliates, KIPCO also has interests in the education and healthcare sectors. Key achievements in 2012: Burgan Bank Group buys Eurobank Tefken: the KD 99 Gulf Insurance celebrates 50 years: the company marked million (US$ 352 million) deal is the latest stage in Burgan’s its golden anniversary with the formation of the Gulf Insurance development as a major regional banking group Group OSN increases revenue and earnings: the MENA region’s United Real Estate successful exit: KIPCO’s real estate leading pay-TV company increased revenue by 33% and company sold an investment in Lebanon for a profit of KD EBITDA by 439% 21 million (US$ 76 million) 2012 financial results summary: KIPCO reported a profit of KD 31.3 million (US$ 111.3 million) of KD 443 million (US$ 1.6 billion) were a 26% increase on for 2012 - its twenty first consecutive year of profitability and the KD 351 million (US$ 1.3 billion) reported in 2011. KIPCO’s subject to aproval - its eleventh consecutive year of paying consolidated assets also increased in the year to KD 7.2 billion shareholder dividends. The company’s total revenues in 2012 (US$ 25.6 billion) from KD 5.8 billion (US$ 20.8 billion) in 2011. 24 37 45 30 31 440 399 408 351 443 KD millionsKD KD millionsKD Net profit - revenuesTotal - 08 09 10 11 12 08 09 10 11 12 544 544 560 574 576 5.2 5.3 5.7 5.8 7.2 KD millionsKD KD billionsKD Shareholders’ equity - Assets - 08 09 10 11 12 08 09 10 11 12 1 KIPCO: parent 2012 Debt profile (in KD million) Cash position 285 118 179 Debt maturity(1): 2012 2-4 years 55% over 4 years 45% 10 11 12 Gross debt 528 348 399 Debt type: 2012 International bonds 70% KD bonds 20% Bank loans 10% 10 11 12 Net debt 243 230 220 10 11 12 KIPCO credit ratings: Rating agency Short-term rating Long-term rating Outlook Standard & Poor’s A3 BBB- Stable Moody’s Prime 3 Baa3 Negative Capital Standards BBB+ A+KW Stable Notes: (1) In January 2013, KIPCO extended the debt maturity of a term loan to January 2018. The data reflects this maturity extension. 2 Financial Statements Highlights 2012 2008 2009 2010 2011 2012 (Restated)(1) Consolidated Balance sheet KD millions Cash in hand and at banks 972.0 1,027.7 1,143.8 960.1 1,002.7 Treasury bills & bonds 387.4 417.1 467.0 419.1 483.6 Investment in associates 238.9 252.1 328.0 325.4 366.8 Investment properties 7.0 54.5 336.1 368.4 398.0 Other investments 357.6 356.0 302.6 317.4 398.0 Other assets (inc. goodwill & intangibles) 3,245.1 3,219.4 3,083.7 3,459.9 4,535.9 Total assets 5,208.0 5,326.8 5,661.2 5,850.3 7,185.0 Debt 3,971.7 4,100.0 4,367.9 4,547.5 5,764.2 Other liabilities 362.6 358.8 281.3 264.0 349.1 Shareholders’ equity 543.8 544.3 560.0 574.2 576.3 Non-controlling interest 329.9 323.7 452.1 464.6 495.3 Consolidated Income statement KD millions Investment income 53.0 72.7 95.4 31.8 65.7 Share of results of associates (3.0) (1.1) 4.9 8.3 7.8 Digital satellite network services income 52.9 57.5 46.8 49.5 77.0 Hospitality and real estate income - - - 23.5 37.0 Other revenues 332.5 264.1 232.9 238.1 255.7 Profit from discontinued operations 4.9 6.1 28.2 - - Total revenues 440.3 399.3 408.2 351.2 443.2 Total expenses 397.9 352.2 346.2 286.3 369.0 Non-controlling interest 18.3 10.2 17.0 34.9 42.9 Net profit 24.1 36.9 45.0 30.0 31.3 Earnings Per Share Fils(2) 17.95 29.86 36.31 24.14 24.23 KIPCO Group: by geography & sector Assets by geography Revenue by geography Kuwait 50% Kuwait 49% Rest of GCC 15% Rest of GCC 18% Rest of MENA 29% Rest of MENA 31% Europe 5% Europe 1% North America 1% North America 1% Total assets by sector(3): US$26 billion Total revenues by sector(3): US$1.58 billion Commercial banking 78% Commercial banking 57% (4) (4) AMIB 8% AMIB 7% Insurance 1% Insurance 1% Media 3% Media 17% Industrial 2% Industrial 2% Leisure & real estate 7% Leisure & real estate 15% Others 1% Others 1% Notes: (1) Please refer to Note 11 in the full 2010 financial statements for 2009 restatement details. (2) Historic EPS data have been adjusted due to issuance of bonus shares in 2008, 2010, 2011 and 2012. (3) Sector percentages have been calculated before inter-company eliminations. (4) AMIB: Asset management and investment banking. 3 KIPCO and key listed subsidiaries:performance measures Total shareholder’s return CAGR(1): 2002-2012(2) 1.9% 0.0% 16.3% 13.5% 16.7% 31.3% UIC URC Burgan Bank UGB GIC KIPCO Book value CAGR(3): 2002-2012 9.7% 10.1% 12.0% 17.1% 12.4% 20.5% UIC URC Burgan Bank UGB GIC KIPCO KIPCO vs Kuwait Stock Exchange Index (KSE): 2001-2012 1120 1040 KIPCO Rebased 960 KSE Rebased 880 800 720 640 560 480 400 320 240 160 80 0 01 02 02 02 03 03 03 04 04 04 05 05 05 06 06 06 07 07 08 08 09 09 10 10 11 11 11 12 12 12 Source: KAMCO (Dec. 2012) Notes: (1)Compounded annual growth rate. (2)Represents shareholders returns including dividends, bonus issue adjustment for rights issues and other corporate actions during the holding period. (3)Book value growth calculated by considering no dividends paid and adjustments for other corporate actions. 4 KIPCO: valuation metrics Price to book ratio 2012(1) 0.5x 0.7x 1.7x 0.9x 1.3x 0.9x UIC URC Burgan Bank UGB GIC KIPCO Net asset value The net asset value table below is based upon a ‘sum of the parts’ valuation. Two scenarios are shown: the ‘base case’ and the ‘with control premium’. Under the ‘base case’ scenario, KIPCO’s quoted investments are calculated at the prevailing year-end price. The ‘with control premium’ scenario assumes the prevailing year-end price for quoted stocks, raised by 50%. This is shown for illustrative purposes, because historically, when KIPCO has sold assets it has achieved a higher or similar level of premium pricing. In both scenarios, OSN’s value is based upon KIPCO’s 60.4% stake of the company’s appraised value when the Showtime and Orbit merger took place in August 2009(2). Base case With Control Premuim(2) 2012 2011 2012 2011 KD Per share KD Per Share KD Per share KD Per Share mn (Fils) mn (Fils) mn (Fils) mn (Fils) United Gulf Bank 116 90 140 112 173 134 210 168 Burgan Bank 335 259 286 229 503 389 429 343 Gulf Insurance Co. 38 29 39 31 57 44 58 46 United Industries Co.