Analyst Forum Presentation - 2nd June 2014

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Agenda

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I.  Introduction, Corporate Governance & Safety review: Bode Makanjuola, CEO

II.  Financial Review Samuel Ileoma, CFO

III.  Closing Remarks Bode Makanjuola, CEO

IV.  Questions & Answers

Introduction

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An Indigenous Marine & Aviation Logistics Service Provider

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Board of Directors

Management Team

Mr. Adeniyi Makanjuola Chief Operating Officer

Capt. Charles De’ Mannoury Director, Operations

Mr. Robert Strating Director, Safety & Quality

Mr. Kingsley Uwagbale Director, Strategy & Planning

Mrs. Joy Okebalama GM, External Relations

Mrs. Titilola Adigun GM, Internal Audit

Mr. Tolu Osunsanya GM, Finance

Corporate Governance & Safety Review

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Audit Committee §  Chairman: Mr. Bashiru Bakare (Non-Exec. Director) §  Mandated to examine the auditors report and make

recommendations thereon to the General Meeting §  Meets once every quarter

Governance & Implementation Committee §  Chairman: Chief Raymond Ihyembe (Independent Director) §  Tasked with overseeing the Corporate Governance policies and

procedures of the Company §  Meets once every quarter

Risk & Finance Committee §  Chairman: Mr. Akin Kekere- Ekun (Non-Exec. Director) §  Identify, outline and implement the Company’s key risks and

internal controls; design bespoke enterprise risk management and regulatory compliance framework

§  Meets once every quarter

Safety Committee §  Chairman: Mr. Bashiru Bakare (Non-Exec. Director) §  Oversight of the safety and quality policies, initiatives and

performance of the Company from a macro perspective §  Meets once every quarter

BO

AR

D C

OM

MIT

EEES

■  Implemented KPMG Corporate Governance framework recommendations

■  Balanced Board of Execs & Non-Execs

■  Full compliance with SEC’s code of corporate governance for public companies

Robust Corporate Governance & Adherence to Best Practices

■  Safeguards and Minority Protections

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Corporate Governance Framework

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Safety & operational performance

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5000

10000

15000

20000

25000

30000

2008 2009 2010 2011 2012 2013

Flight Hours

Number of Flights

NUMBER OF FLIGHT HOURS AND FLIGHTS PER YEAR

•  Transitioned within 4 years from Intra City shuttle service operator and Ad-Hoc charterer to the leading indigenous Oil & Gas support service operator in Nigeria.

•  Secured two of the most prestigious Oil & Gas support contracts for Shell and Total. A clear indicator for our Safety Performance and Operational Excellence.

•  In 4years our owned fleet grew from 2 to 7 and staff strength increased to over 600 without major incidents and accidents both on the ground and in the air.

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Safety & operational performance - contd

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1

2

3

4

5

6

7

8

9

2008 2009 2010 2011 2012

Industry Average

OGP Average

Comuter Average

Commercial Average

Caverton Average

FATAL ACCIDENT RATE PER MILLION FLIGHT HOURS

•  Solid Safety Performance since inception of the Company.

•  Zero Accidents and Zero Incidents despite rapid growth and challenging operational environment

•  Implementation of modern proactive Safety Management System exceeding Regulatory and Client requirements

•  Our drive for safety and “aim for zero” in Nigeria or anywhere else in the Sub-Saharan region makes our value proposition very attractive and socially responsible

Source: - IHST OGP ASC presentation 4 March 2013 - IAGC/OGP Joint HSE forum presentation 2 Nov 2010 - - - - -

A Growing Diverse Portfolio of Operating & Strategic Assets Caverton Marine Vessels Caverton Helicopters – 22 Aircraft

AgustaWestland AW139: §  15 seater; Large passenger cabin §  High speed §  Powered by two pratt & whitney PT6C-67C

turboshaft engines 8 x

Bell Helicopters 412 EP: §  11 seater §  Twin turbine §  Advanced technology design §  For on-site and off-shore logistic services

2 x

DHC6-400 & DHC6-300 Twin Otter: §  Twin engine §  20-passenger STOL utility aircraft §  150-300km/hr speed range

2 x

S-76C Sikorsky Series : §  12 seater §  Technologically advanced; Powerful engines §  High level safety features 3 x

Ope

ratin

g As

sets"

Faci

litie

s" Lagos Hangar Facility §  Located at Murtala

Muhammed International Airport

§  1250sq meters §  Offers specialized

maintenance and repair

Caverton Helicopters Lagos Heliport, Victoria Island §  Located at the centre of

business metropolis §  Transit point for business &

offshore travellers §  Only licensed heliport in Lagos

Port Harcourt Hangar Facility

§  Located at NAF Base Port Harcourt

§  1200sq meters §  9 bay hangar with

workshops

EC155 Eurocopter Helicopter & Dauphin N3: §  5-ton twin engine §  The EC155 is an enhanced version of the

Dauphin family §  Low noise level

7 x

LIV K: §  Accommodates up to 42 personnel §  Deadweight of 1380mt §  Suitable for general offshore support services §  Vessel is DP 1 and fitted with a FIFI Class 1

System

Caverton has had an impressive track record in ownership and management of vessel, which meets current major oil company standards

Anchor Handling Tug Supply Vessels (or AHTS) carry out operations for positioning, maintaining and moving oil and gas platforms. They are equipped with powerful engines and winches and can tow drilling rigs, position and lift anchors, and deploy a range of equipment necessary for oil production

Platform Supply Vessels (or PSV) take equipment and special products to offshore platforms. In addition to a large deck area for the transport of all types of equipment, including extra-large and non-standard dimension packages, they offer sizable storage capacity

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Why the AgustaWestland AW-139 ?

Equipped with the 7 key safety enhancing features required by Shell, Total and other IOCs 1.  Late FAR 29 designs with glass cockpits

2. High fidelity flight simulators available

3. HUMS Vibration Monitoring

4. Flight Data Monitoring and Satellite tracking installed

6. Performance Class 1 available due to lightweight construction and strong engines

7. Enhanced Safety Features like Ground Proximity Warning and Traffic Collision Avoidance Systems

Caverton Strategic Logistics & Support Facilities

Best in-class strategically located facilities including a new simulation and training centre for pilots

Lagos Hangar Facility §  Located at Murtala Muhammed

International Airport §  1250sq meters §  Offers specialized maintenance and repair

Lagos Heliport, Victoria Island §  Located at the centre of business metropolis §  Transit point for business travellers §  Only licensed heliport in Lagos §  Contemporary floating helideck and a

heliport with i-Fi facilities

Port Harcourt Hangar Facility §  Located at NAF Base Port Harcourt §  1250sq meters §  Fully equipped 9 bay hangar §  maintenance and repair service including

Avionics, blades, dynamic components

Warri Hangar Facility §  Modern hangar facility §  Serves as a base for the company’s

upstream oil and gas operations §  Offers specialized maintenance and repair

Cameroon Hangar Facility §  1250sq meters §  Serves as a base for the company’s

upstream oil and gas operations §  Offers specialized maintenance and repair

Caverton Integrated Services Facility (1)

§  Ultra modern Maintenance Repair and overhaul facility

§  Will include an aviation training centre for pilots and air crew

§  Currently under construction

1. Picture of a replica Maintenance Repair and Overhaul facility as CIS centre is still under construction

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Financial Review

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128

436 402

60

1,360

1,875

0.0

10.0

20.0

30.0

40.0

50.0

60.0

0

500

1,000

1,500

2,000

2,500

08A 09A 10A 11A 12A 13A

Kob

o

NG

N M

illio

ns

Net Income (LHS) EPS (RHS)

4.2 5.4

7.0

10.9

16.1

18.7

0.0 2.0 4.0 6.0 8.0

10.0 12.0 14.0 16.0 18.0 20.0

08A 09A 10A 11A 12A 13A CHL CML

Revenue EBITDA & EBITDA Margin NGN BN NGN BN

Dividends Net Income

168

251 268

318

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0

0

50

100

150

200

250

300

350

09A 10A 11A 12A

Kob

o

NG

N M

illio

ns

Dividends (LHS) DPS (RHS)

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1.5

2.4 2.7

1.5

4.5

6.0

0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

08A 09A 10A 11A 12A 13A EBITDA (LHS) EBITDA Margin (RHS)

Historical Financial Performance

3.80 13.0 12.0 1.80 40.6 56.0 EPS : 5.00 7.50 8.00 9.50 DPS :

Audited FS 2008 -2011 NGAAP, 2012 and 2013 IFRS

An Service Provider

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Growth in revenue driven by"-  Increased activity on IOCs Contracts 23% "-  Vessel Charter 8% "-  Offset by Ad-hoc Helicopter Charter (15%)""Operating expense"-  Crew salary up 9%, Vessel hire 3% reduced

by consumables 1%"

Disposal loss due Tanker Vessel sale at best offer after several failed disposal attempts "

Financial review – FY 2013 vs 2012

N'000 2013 2012 Δ (N'000) Δ (%)

Operating Revenue 18,662,906 16,132,083 2,530,823 16%

Operating Expenses 11,208,740 10,094,669 1,114,071 11%

G & A Expenses 2,213,519 2,352,304 (138,785) -6%

Depreciation 1,559,576 983,107 576,469 59%

Loss on asset disposed 1,927,917 1,113 1,926,804 173118%

EBIT 1,753,154 2,700,890 (947,736) -35%

Other Income 2,664,604 862,105 1,802,499 209%

Interest Expense-debts 1,258,904 1,400,140 141,236 -10%

Income Tax Expense 1,283,839 802,688 (481,151) 60%

Net Income 1,875,015 1,360,167 514,848 38%

EBITDA 5,977,334 4,546,102 1,431,232 31%

EBITDA margin 32% 28% 2,530,823 4%

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Capitalisation & Financial Policy 31-Dec-13 N'000

Cash and Cash Equivalents 1,642,287

Secured Debts 11,465,425

Others 8,773,518

Total 20,238,943

Net debt 18,596,656

Shareholders' equity 11,380,060

Total capitalisation 31,619,003

Net Debt / EBITDA 3.11x

EBITDA / Interest expense 4.75x

Net debt / Net capitalisation 62%

Total debt /Total capitalisation 64%

Cost of Debt

N‘Billions Value Tenor % Interest

IOC Loans 8.8 2017 2.5%

Banks 10.8 2017 11.3%

Others 0.6 2017 11%

Weighted Cost 20.2 7.32%

Capital Structure - FY 14 to 17 97% of our debts are linked to specific contracts whose repayments are spread to terminate within the contract tenor. The near term capital structure will mirror FY13 position except as reduced by yearly debt repayments and organic growth of shareholders’ equity. Future acquisitions will be evaluated to determine the optimal capital mix along with the long term implication for our capital structure

COSG – Revenue Segmentation

15.2 16.4

0.9 2.2

12A 13A

CHL CML

Revenue by Business Segment Revenue Contribution by Business Segment

% 2014E 2015E 2016E 2017E

Helicopters 83% 80% 70% 65%

Marine 14% 15% 20% 20%

Maintenance & Repair 3% 5% 8% 10%

Training 0% 0% 2% 5%

Ad-hoc charter

2% Maintenance

2%

IOC contracts

96%

FY13 A - CHL Revenue segmentation

Agency 3%

Contract 97%

FY13 A - CML Revenue segmentation

Key Revenue Drivers – Helicopter segment C

ON

TRA

CTS

A

D H

OC

Revenue = Fixed Monthly Rate

Variable ( Hrs x Rate) + Per Helicopter

60%

40%

Helicopter Contract Structure

Fixed Monthly Rate

Variable Hourly Rate

Source : IOC contract documentation

= Variable Hourly Rate (non –contract based) Revenue

Operating Fleet - Aircraft

Owned Leased/ 3rd Party1 Total AW 139 5 3 8 S 76++ 0 3 3 EC155 0 6 6 Dauphine N3 0 1 1 Twin Otter DH400 1 0 2 Twin Otter DH300 1 0 Bell 412 0 2 2 Total 7 15 22

1Comments: Except for the EC 155 and Bell 412 aircrafts which are directly under our management , the others are leased and operated through 3rd party.

Vessel operations

An Service Provider

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We currently have Joint Venture relationship with RK Offshore who operate a pool of 22 Offshore Supply Vessels. A vessel (owned by CAVERTON ) in this pool is on contract with an IOC

Vessel contracts are based on Fixed Daily Rate. We estimate EBIT margin to be approximately 20% of revenue.

Following a strategic decision to move out from the low-margin LPG tanker operations, we disposed of certain assets to enable us to reposition for the acquisition of supply vessels for the oil and gas industry.

Dividend policy

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Historically, we have consistently paid dividend since 2009. "

Unit   kobo   kobo   kobo   kobo   kobo  Year   2013   2012   2011   2010   2009  

EPS    0.56                                  0.41                                                              

0.02        0.12     0.13    DPS       0.095   0.08      0.075     0.05  

Our dividend policy into the future will be a balance between the requirement for organic growth and the need to reward our loyal shareholders."

Closing remarks

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Current contract status 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Jun 2010

Mar 2011

Early 2012

Aug 2013

Aug 2013

4 year contract "

3 year contract"

5 year contract" 2 year option"

3 year contract "

5 yr contract with a 2 yr extension option (which has already been exercised) "

Hel

icop

ters"

Mar

ine"

3 month rolling contract"

Ad-hoc Ad-hoc Charter "

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2 year option"

Looking Forward: Contract opportunities - Marine "

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TENDER  STAGE  

COMMENCEMENT  DATE  

TYPE  OF  VESSEL  

BASE  OF  OPERATIONS  

DURATION   STATUS  

Technical  Stage  

TBA   1  x  Platform  Supply  Vessel  

Escravos   TBA   CM  to  undergo  last  stage  of  audit  on  30/5/14,  and  be  prequalified  to  receive  

ITT  

Technical  Stage  

Q4,  2014   PlaQorm  Supply  Vessel(1)  

TBA   3+1   Ongoing  

Technical  Stage  

Q3,  2014   PlaQorm  Supply  Vessel  

 Lagos  

 TBA  

ITT  received    

Contract opportunities - Helicopters

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TENDER  STAGE   COMMENCEMENT  DATE   NO.  OF  HELICOPTERS  

BASE  OF  OPERATIONS  

DURATION   TENDER  STATUS  

Technical  Stage   Q4,  2014   S76D  (3)   L a g o s   &   P o r t  Harcourt  

5   Ongoing  

Technical  Stage   Q4,  2014   S76D  (3)   Ibeno   (QIT)   and  Port  Harcourt  

5   Ongoing  

C o m m e r c i a l  Stage  

Not  Specified(NS)   B412(3)  &  B407(7)   Escravos,   lagos,PH  7  Warri  

NS   Ongoing  

Prequalifica^on  Stage  

Q1,  2015  (1st  March)   Helicopters(2)   7  Fixed  wing(1)  

Ghana   NS   Ongoing  

Technical  Stage   Q1,  2014   S76D  (1)   Nacase   5   Ongoing  Technical   Stage/C o m m e r c i a l  Proposal  

NS   HELICOPTER  (1)   Brass  Island  &  PH   NS   Submieed  

Technical  Stage   NS   F ixed   Wing   (1 -­‐private  Jet)  

Lagos   5   S u b m i e e d  22/3/2013  

Technical  Stage   NS   Helicopters  (2/3)   George   Airport,  South  Africa  

5   Ongoing  

Evaluation of aircraft orders is based on certainty of converted opportunities. Orders are placed as soon as this is determined along with the appropriate financing mix (i.e debt and/or equity financing) for the asset acquisition.

Compelling proposition

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Our revenue base is solid and has grown substantially over the last 5 years.""

We have shown capacity to maintain a high level of operational safety which is key to our industry. "

Our corporate governance structure is now fully embedded within the group."

Looking to the future, we plan a growth rate of between 13 and 17% on revenue year on year.""

Thank You

Q&A

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