Good day and welcome to the ADNOC Distribution proposed acquisition of SDSA investor call. Today's call is being recorded. At this time, I'd like to turn the call over to Athmane Benzerroug. Please go ahead. Good afternoon, ladies and gentlemen. Welcome to our call on the proposed acquisition of Shell Downstream South Africa. Today marks an important milestone in ADNOC Distribution growth journey, a significant step in executing our international expansion strategy. In our ambition to create long-term value for our shareholders, my name is Athmane Benzerroug, Chief Strategy, Transformation and Sustainability Officer. It is a pleasure to have you with us today. I am joined today by three of my colleagues, Bader Al Lamki, our Chief Executive Officer, Ali Siddiqi, our Chief Financial Officer, Klaas Mantel, our Chief Operating Officer. We take you through the strategic rationale, the asset profile, the operating and financial impact, the transaction structure. Our today's call has four parts. First, Bader will set out the transaction and the strategic rationale. I will then walk you through the SDSA asset and its impact on ADNOC Distribution. Ali will take you through the key transaction terms and the regulatory framework. Klaas will cover the growth levels and our integration approach. Bader will then close with the key messages before we open the floor to your questions. Before we begin, please note that this presentation includes forward-looking statements relating to our business and the proposed transaction. These statements involve risks and uncertainties which could cause actual results to differ materially from our expectations. For more information, please refer to our investor communications, all of which are available on our website. I will now hand over to Bader, who will provide an overview of the transaction. Thank you, Athmane. Today, ADNOC Distribution announced the acquisition of 100% stake in Shell Downstream South Africa, an established high-quality fuel distribution business, for an implied enterprise value of around $1 billion. After closing, we will sell down a minority stake to a local empowerment partner in line with the South Africa regulations. This is a milestone for our company. It marks a major step forward to our ambition to become a leading global mobility and convenience retailer. It sits at the very core of our growth strategy, creating shareholders value through disciplined, accretive investments. We entered Africa through the north with Egypt. We are now entering through the south with South Africa. Following our successful expansion into Saudi Arabia and Egypt, South Africa becomes our fourth market, strengthening our international platform, diversifying our portfolio, advancing our long-term growth ambitions. Let me give you the reasons we are confident and excited by this transaction. First, it is a transparent, proven market. South Africa operates a return-based fuel retail framework where gasoline prices and margins are regulated, giving us the same kind of earnings and cash flow visibility we know well in the UAE. Second, it is high-quality platform. More than 120 years of operating history, leading position across fuel retail, commercial fuels, aviation and lubricants, and a large-scale service station network with strong operating metrics. Third, it is accretive. In year one, after closing, we expect 6% EPS and 13% EBITDA accretion, a free cash flow yield of around 15% and returns above our IRR hurdle. We are executing at around six times EV/EBITDA multiple, and we do it while keeping the balance sheet strong with a net debt to EBITDA below 1.2 times. Fourth, it rewards shareholders. Our robust dividend framework gives long-term visibility on distributions with upside as earnings growth. With this asset, we see the potential to pay a higher dividend faster. Fifth, it is a natural extension of our model. Beyond the base business, we see clear growth from applying capabilities we have proven across our network through our four pillars, selective site upgrades, expansion of non-fuel retail, stronger loyalty and digital marketing, and leveraging the ADNOC supply chain. Together, these are expected to add $30 million-$40 million of incremental run rate EBITDA by year five. Finally, we know how to deliver it. We have a clear, robust integration plan backed by Shell and experienced local management team and ADNOC Distribution International M&A track record. In short, this acquisition scales our business, diversifies our earnings, and builds a strong platform for long-term growth, fully aligned with our disciplined approach of creating value for our shareholders. I will now hand over to Athmane, who will walk you through the South African operating environment, the SDSA asset, and its impact on ADNOC Distribution. Thank you, Bader. Let me walk you through the asset we are acquiring. Shell Downstream South Africa is a leading fuel distribution platform with a well-established national footprint and strong brand. It spans four businesses: retail, corporate, aviation, and lubricants, giving us real diversification across the customer base, and it operates in a market with genuine tailwinds. South Africa continued investment in critical transport infrastructure, together with a growing driving age population, reinforces the long-term growth potential of fuel consumption. Let me take the four parts of the business in turn. First, retail fuel is the core of the platform, and it comes from the strong real estate characteristics. Retail is more than 70% of total volumes. This is one of the largest networks in South Africa, 580 sites concentrated in key economic hubs. Throughput per station runs more than 30% above the sector average, supported by prime locations, a dealer-operated model, and strong brand equity. Around half of the retail portfolio sits on freehold land, which underpins long-term value creation and gives us real operational flexibility. Second, the business is diversified beyond retail. The corporate segment is nearly 20% of volumes, supported by a resilient and competitive supply chain. SDSA supplies fuel to key industries, including mining, and runs marine fuel supply in strategic ports such as Durban and Richards Bay. Third, aviation accounts for more than 10% of volumes. SDSA fuels three international airports and more than 15 major airlines, and importantly, this is a 100% dollar-based business. Fourth, across the value chain, the business is underpinned by a strong logistics and storage platform, including six owned and operated terminals that ensure supply reliability and operational resilience. Put simply, SDSA is a high-quality, scale fuel distribution asset with leading positions, strong infrastructure, and sector-leading operating metrics. Let me now explain why this transaction is so strategically important for ADNOC Distribution. Combining SDSA with ADNOC Distribution significantly increases our scale across every key operating metric. Our station network is expected to grow by more than 50%, our convenience footprint by around 70%, and our total volumes by 20%. To put that into perspective, we are adding an asset similar in size to our entire UAE network. This scale comes from the right kind of sector, high potential, high quality, and regulated, with a strong throughput, resilient demand, and assets that fit naturally with our existing capabilities. The message is simple. This transaction makes ADNOC Distribution larger, more diversified, and more international, while keeping us close to the business we know best. Let me now turn to the financial impact, where the transaction delivers material growth across our key metrics while keeping us financially disciplined. First, it is accretive. As Bader noted, we expect the transaction to be accretive in year one post-closing. That accretion is backed by a business in stable, regulated, and cash-generative sector, which strengthens the quality and resilience of our earnings base. Second, it diversifies us without taking us outside our core. We stay firmly focused on fuel distribution and retail. On the pro forma basis, we expect fuel retail, non-fuel retail, corporate, and aviation to contribute to gross profit and EBITDA in broadly the same proportions as today. Third, the funding structure protects the balance sheet. It combines ADNOC Distribution financing capacity with local ZAR-denominated non-recourse debt at SDSA level, which also provides a natural edge against currency movements. Even with the step-up in scale, pro forma net debt to EBITDA stays below 1.2 times, and we expect to de-leverage over time on the back of strong free cash flow. In short, this transaction delivers clear earnings accretion, preserves our financial flexibility, and stays fully aligned with our disciplined approach to capital allocation and long-term value creation. I will now hand over to Ali, who will take you through the transaction in more detail. Thank you, Athmane. Let me take you through the key transaction terms and how the deal is structured. First, on structure and ownership. ADNOC Distribution will acquire 100% of Shell Downstream South Africa, SDSA, and then sell a minority stake to a local, Broad-Based Black Economic Empowerment partner. ADNOC Distribution will eventually hold a majority stake of 72% in SDSA with a strong local partner aligned to the country's regulatory and economic framework. Second, on brand continuity. SDSA will continue operating under the Shell brand through a long-term branding agreement. This is important because it preserves established customer trust and supports continuity across fuels and lubricants from day one. Third, on funding and balance sheet. The financing approach combines ADNOC Distribution resources with ZAR-denominated non-recourse debt at SDSA level alongside local partner financing. The logic here is straightforward. Non-recourse funding limits risk to ADNOC Distribution, and local currency debt provides a natural hedge against currency movement. Importantly, after completion, ADNOC Distribution will have a net debt to EBITDA below 1.2 times, consistent with our commitment to financial discipline and clear deleveraging plan. Overall, the structure balances control, local partnership, brand continuity, and disciplined financing, and that sets us up well to execute the integration and deliver the value plan. We are acquiring the right asset operating in a predictable and robust fuel retail regulatory framework. There are five key points to highlight. Number one, South African fuel retail sector operates under a transparent return-based system. Gasoline pump prices and margins are regulated across the value chain. Number two, the framework is similar to the UAE in terms of structured pricing. Pump prices are adjusted monthly to reflect global product prices and import costs. This means market movements are passed through in a structured and timely manner. Number three, the basic fuel price mechanism provides additional protection. It helps shield the sector from inflation and Forex volatility. This supports stable cash flow generation even during periods of macro volatility. Number four, the regulatory model supports cost recovery and regulated returns. Operators are able to recover operating costs and earn a regulated return on invested capital. This creates a balanced approach between consumer affordability and sustainable returns for industry participants. This supports continued investment in retail networks, logistics, and infrastructure. Number five, fuel distribution is strategically important for the South African economy. It supports the SMEs, employment, and critical industries. As a result, the regulatory environment has demonstrated a high degree of consistency and stability over time. Let me now go one level deeper into the regulatory framework and explain how the margins are set and protected in South Africa. There are four key points. Number one, the retail fuel margins are governed by the Regulatory Accounting System, or RAS. It is designed to deliver predictable and regulated return on invested capital. Number two, margins are clearly defined across the value chain. The framework includes four regulator allowances, retail margins, secondary storage and distribution, wholesale margins, and zone differentials. These allowances are transparently calculated and reviewed annually. This provides visibility and certainty on earnings for retail players. Number three, the margin allocation depends on the operating model. Under the company-owned or leased dealer operated model, the fuel retailer owns or leases the site, invests the capital, and receives a defined share of the retail margin. Number four, the framework supports predictable returns. It covers operating costs and provides an appropriate return on capital for efficient operators. Overall, this framework provides strong visibility on margins and earnings, supports predictable returns, and limits exposure to oil price volatility. This makes South Africa one of the most comparable fuel retail sectors globally to the UAE and provides a strong foundation for value creation. I will now hand over to Klaas, who will discuss the opportunities and upsides we see at SDSA, as well as our approach to integration force closing. Thank you. Let me now talk through the growth levers we've identified at SDSA and why we're confident in our ability to deliver them. The starting point is that SDSA is already a solid business with a proven track record of growth. What gives us confidence is ADNOC Distribution's experience in operating fuel retail and convenience at scale, supported by a track record of value creation and international M&A execution. We see four key growth levers. First, fuel retail growth. We plan to unlock value through targeted site revamps designed to improve customer experience and attract additional footfall alongside selective site growth where returns are attractive. We also expect to preserve and enhance value through a disciplined approach to lease and contract renewals, retaining the vast majority of economically viable sites. Second, in non-fuels retail, we see clear potential to accelerate growth by expanding food and beverage offers, including quick-service restaurants. Third, in the commercial segment, we see opportunities to grow volumes with attractive margins through a more targeted customer focus, including sectors such as mining alongside innovative products and greater emphasis on premium fuels. Finally, there's the additional value from the integrated supply, leveraging scale and coordination across the combined ADNOC platform. Taken together, these identified growth levers are expected to deliver $ 30 million-$40 million of incremental run rate EBITDA by year five post-completion. All of this is supported by a clear and detailed integration plan, close alignment with Shell, and a strong local management team, ensuring disciplined execution and controlled delivery. Let me now briefly touch on how we are approaching post-merger integration. Our focus is on disciplined execution and business continuity. SDSA will continue to operate under the Shell brand, which is well-established and trusted in South Africa, including for fuels and lubricants. This supports stability and continuity for our customers, dealers, and partners from day one. We are working closely with Shell on a joint integration plan to ensure a smooth transition. We intend to retain the experienced in-house country management team, which brings sector knowledge and operational continuity. This will be supported by ADNOC Distribution senior management, many of whom have direct experience in South Africa and other international markets. ADNOC Distribution will provide centralized capabilities, operational standards, and best practice processes while preserving what already works well locally. This allows us to integrate SDSA as an international subsidiary, similar to our operations in KSA and Egypt, while leveraging shared learnings across operations, marketing, and digital platforms. The integration is well-planned, well-resourced, and focused on delivering value without disrupting the underlying business post-completion. Let me now hand back to our CEO for the final remarks. Thank you, Klaas. Before we move to your questions, let me bring this back to what matters the most, why this acquisition is a step change for ADNOC Distribution and for our shareholders. First, it is a disciplined growth in an attractive market. South Africa closely mirrors the UAE in regulation and in value proposition, which meaningfully lowers our execution risk with fuel demand underpinned by a growing driving age population. It diversifies our earnings geographically while keeping us firmly within the core we know best, fuel distribution and retail. Second, it is accretive. The transaction is earning and cash flow accretive from year one, supported by strong free cash flow and returns above our IRR hurdle. Third, it preserves our financial disciplines. At around six times EV/EBITDA and with pro forma net debt to EBITDA below 1.2 times, we are growing and keeping a strong balance sheet. Fourth the growth is identified and executable. Applying our proven operating model across fuel retail, non-fuel retail, commercial, and supply, we expect $ 30 million-$40 million of incremental run rate EBITDA by year five, delivered with local management and clear integration plan. Finally, it creates value for shareholders. It strengthens our long-term growth profile and, through our dividend framework, offers upside to distribution as net profit grows. Taken together, this is a disciplined international expansion at its best. If there is one thing to take away, it is this: SDSA gives ADNOC Distribution a stronger platform and a clear path to long-term shareholders value. That concludes our presentation. We would now be happy to take your questions. Thank you. If you would like to ask a question at this time, you may signal by pressing star one on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Once again, star one for questions. We will pause for just a moment. Thank you. We will take our first question from Ricardo Rezende with Morgan Stanley. Hello, thanks for taking my question. First question that I have is on the existing network and your throughput per station. You are already running, or the asset is already running, at a premium to the sector average. How do you think that there is still room to grow the average throughput per station? The second question is on the existing network. Is there any incremental number of stations in your plans? Do you expect to add more stations, or is the market already in such a mature stage that you are going to keep on operating with the number of stations that Shell has today? Thank you. Good afternoon, Ricardo. Athmane here. Thanks for joining. Regarding your question on the throughput per stations. Look, the strategy is clear, and we are going to apply the same strategy we have been executing successfully in the UAE, in Saudi, and in Egypt. It is by targeting, actually, unlock the value from the key sites and do site revamps, okay? This is to improve the customer experience and therefore attract additional footfall. The other point is on the non-fuel retail. The strategy is that we are going to also develop the food and beverage offer. All the non-fuel retail, including the quick service restaurant, where we see a clear potential to accelerate the growth there. Bottom line, we expect the throughput per station to increase in the midterm. We will discuss further once we close the transaction. Again, it is gaining market share. Your second question is regarding incremental number of stations. If you look, again, we have a disciplined approach, capital allocation for us is extremely important. We will add stations where we believe that we can get more footfall. Of course, it is part of the plan. We will discuss this in further details in due course. The overall thinking is higher throughput and adding some stations. At the end of the day, the communication that we provided this morning on the upsell of $ 30 million-$40 million incremental EBITDA post-closing in five years is through these dedicated sites, through NFR, through also the commercial business, where we see opportunities to grow our volumes with attractive margins, by the way, through a more targeted customer focus. This is the experience that we have and also with, of course, the support of the local management team. Finally, we see additional value from the integrated supply, leveraging the scale and the coordination across the combined ADNOC platform. Great. Thank you. Thank you. We will take our next question from Leo Currie with UBS. Hi, guys. Thanks for the presentation. Maybe just linked to that, how much CapEx do you guys think you're going to spend on an annual rate linked to this network optimization and improving the stores and that sort of thing? Let me try to answer this question simply. The investment criteria that we have is always to have hurdle rate that is above the 15%, and this is across the markets. This is one. To provide a kind of range of CapEx, I would say in the north of perhaps $ 30 million-$35 million, I would say something like this. Let's discuss this when we close the transaction. Cool. Thank you. Thank you. We will take our next question from Scott Darling with Cantor Fitzgerald. Thank you very much, and well done on the proposed deal, everyone. Just a few questions from me. Can you discuss the non-fuels retail margins at the moment in the business, and where could you see this in the medium term? That's my first question. Secondly, could this acquisition give you a platform to expand into other countries in Africa? My second question. Is there also any synergies or optimization that maybe ADNOC Group could help improve the incremental EBITDA outlook that you give? Thank you very much. I'm going to start with the last question. Through $30 million-$40 million incremental estimated run rate in EBITDA year five post-completion, we highlighted that we see inside these synergies, which are actually the value from the integrated supply. What we are doing is working with the group on leveraging scale and coordination across actually the supply, across the ADNOC platform. Can you just repeat your second question? Yeah. Does this sort of deal when it's closed, sort of provide a platform to maybe expanding to other African countries? Some of your competitors in South Africa actually have a network across the continent. Is that something much more longer term you might look at doing? Thanks for the question, Bader here. Indeed, we are acquiring the asset and the management team. We have a platform for growth. Our focus today is to close the deal and drive value in South Africa. This platform, of course, stands to give us leverage to grow further. Having said that, our growth ambition is one that, as you know, has to be value accretive. We'll continue to scout for opportunities as long as they are backed by strong fundamentals when it comes to regulation, microeconomics, ability to add value, and ease of integration, we will definitely expand and grow further. Africa is a destination of choice. We've entered from the south and now from the north. Other geographies, Southeast Asia is also something that we will keep an eye open. However, no concrete plans today. Today is a day to celebrate this milestone. Today is a day where we focus on starting the journey to close. We will continue to drive value as much as we can from all our assets, only value-accretive transactions will see its way to fruition. Thank you. I guess you had a third question. Oh, yeah. Just tell the market, how does the non-fuels market work in South Africa in these assets? Where could you see non-fuels margins going? Surely not as high as we have over here in the UAE. The way the margins in the non-fuel retailer structure, again, this is done by retailers, and the asset receives actually royalties and margins actually to operate. The way we see the margins going forward, again, applying the successful business model of ADNOC Distribution across the current three markets, is to drive more footfall in this non-fuel retail. To focus, as I was mentioning earlier, on the food and beverage, on quick service restaurants, et cetera, which have actually a high margin than the C-store business where there is just FMCG, for instance. F&B has much higher margins, and this is what we're going to work on in the next years. Okay. Thank you. The mix is extremely important for us to work very closely with the retailers there. Again, to provide the best customer experience. We want, again, the stations to be a destination of choice. Thank you. Sorry. Perhaps, do we have Klaas and Ali on the phone? Do you want to add anything here? No, that's fine. You can go to the next question. Thank you. Klaas can go. We cannot hear you. Oh, yeah. You're not connected. Yes, we are. Thank you. With Klaas and I. Thank you. No further addition to what Ali wants to say. Thank you. Sorry, we cannot hear anything. Operator? Okay. Thank you. As a reminder, star one for questions. We'll take our next question from [Shubham Ashish] with ADC. Hello all. Congratulations for another international expansion. I have a couple of questions. First, the SDSA brand will continue to operate under Shell. Do you have any long-term agreement for this brand continuity, and are there any proceeds that you are paying to them? How long is the term, and are there any performance-linked conditions for this agreement? My second question is, SDSA is operating multiple models, CODO and DODO. Is there any opportunity to convert the selected DODO units into more company-owned units as the dealer-owned operator margins are less than the CODO? Let me answer the second question, and our CEO will take the first question on the agreement with Shell on the branding. Today, if you look at SDSA, you have 65% of the network, which is a company-owned dealer operated or lease dealer operated. If you look at 50% of the network is actually on freehold, which means that there is a very strong visibility on the cash flow and flexibility on these assets. As we progress with the local management team, of course, we will look at any opportunity where we can add further visibility, and this is one of the workstream that we work on, depending on, of course, what we can really do on the ground. Second question for our CEO. Regarding the brand topic, of course, what we have made clear today is that SDSA will continue to operate under the Shell brand, which is well established in that country for more than 120 years, trusted by the South African people, and it includes the fuel and the lubricants. This supports stability for customers, dealers, and partners alike from day one. This is our philosophy, and we will operate under the branding agreement on this basis. Understood. Thank you. We will take our next question from Jean-Pierre Benoit with Kepler Cheuvreux. Yes. Good afternoon, everyone. Jean-Pierre Benoit from Kepler. Three quick questions regarding the transaction. Could you detail the enterprise value split on a 100% basis between equity and debt? Regarding the planned sell-down of minority interest, at what valuation do you expect to achieve this transaction? The last question regarding the volume sold. Could you split the fuel volume sold between gasoline and diesel, and also provide the margin per liter on gasoline and diesel? Thank you. Thank you very much, Jean-Pierre. For the first question about the split of the EV, do we have Ali Siddiqi, our CFO here? Because he is in South Africa with Klaas. Yes. Can you hear me, Athmane? Yes, we can. Am I audible? please, Ali. Thank you. Yes. Okay. Thanks. On the EV front, essentially, the EV penetration currently remains low. Post-completion, any EV penetration, any EV business decisions is subject to the penetration. Also, the cost of ownership of a fuel vehicle and an EV vehicle actually remains different in favor of the fuel vehicle. Currently, we don't see the major demand, but that doesn't mean that it will remain static. This will be something which we will foresee, like we do in the UAE, where we are seeing growth in the EV business, all driven by the business fundamentals. Thank you. Okay. Thank you, Ali. Jean-Pierre, on your question about gasoil versus gasoline, 65% gasoline and the remaining is gasoil. What we can tell you is that under the RAS regime, for the fuel retail, which represents 70% of the volumes of SDSA, there is a clear regulatory framework where the margins are set and it, of course, passes through, it protects against inflation and currency risk. What we can tell you is that the gross profit margin per liter for both gasoline and gasoil actually are higher than ADNOC Distribution currently. High margins. I would say that for gasoil, they are slightly higher than gasoline. Okay. Jean-Pierre, your question is also on the $1 billion enterprise value. Am I right? If you could detail how it's split. Okay. I'm not sure I missed the answer from Ali. The line was not very clear. Ali will answer. Thank you. Ali, did you hear the question? No, I did not. Can it please be repeated? Thank you. I can repeat the question. The question, Ali, is about the $1 billion enterprise value. Could you provide actually the split of this $1 billion? $1 billion of enterprise value is fundamentally, potentially, as for the classic definition of enterprise value, that's exactly what it is. Now, the final settlement, of course, at the time of completion, will be subject to working capital adjustment and the net debt, which would exist as at the date of completion. The key is currently, this is a pure, agreed essentially the enterprise value, agreed between the two parties while looking at the potential of the asset going forward. Great. Thank you. Thank you very much, Ali. The line is not very good. If I just add to what Ali was saying, I guess what is important, Jean-Pierre, also is that we have carefully, with our CFO, looked at the financing and make sure that it protects, of course, the cash flows. At the end of the day, we have a cash payment of $400 million, roughly, that will be at the closing, that will be raised here and locally, you will have a rand debt at SDSA level. I guess what is important is the free cash flow generation and, more importantly, the 15% free cash flow yield. If you do a very simple math, when we say that it's above 15%, you can see with what we paid, what is the kind of cash generation at the ADNOC Distribution level after the transaction costs and the debt cost. The financial cost. Did you have any further question, Jean-Pierre? Not for the time being, but I may call you back separately after the call. Sure. With pleasure. Thank you. Thank you. At this time, there are no additional questions in queue. I'd like to turn the call back over to our speakers for any additional or closing remarks. Just a closing remark from our CEO, Bader Al Lamki. Bader, over to you. Hello. Just to wrap up, thank you for joining the call today. Again, just to underscore, this is a very important milestone for us. This is continuation of our disciplined growth. We are consumed with value creation, and we'll continue to execute with that discipline in mind. Thank you for your trust. We do have two strong calibers within our management who have operated in this asset in the past, namely my Chief Operating Officer and also Chief Financial Officer. They will add value as well, given the legacy and the history that they have with this asset, but also being a cornerstone of ADNOC Distribution over the past phase. We are quite excited that we also have in-house capability and experience that will support us through the integration plan and the operation of the asset. We will continue to deliver value to our shareholders, looking forward to engaging with you. As always, please reach out with any questions to our investor relations team for any clarification that you may have. Thank you, and have a pleasant evening. Thank you very much. This ends the call. Thank you for participating to this conference call. Thank you. That will conclude today's call. We appreciate your participation.