Slides
Page 1
Establishing Borouge Group International, a Global Polyolefins Champion All-share Combination of Borouge / Borealis and Acquisition of Nova Chemicals 4th March 2025
Page 2
DISCLAIMER 2 THIS PRESENTATION, ITS CONTENTS AND ANY INFORMATION PROVIDED AT THIS PRESENTATION ARE STRICTLY CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL. IMPORTANT: You must read the following before continuing. The following disclaimer applies to this Presentation. For the purp oses of this disclaimer, "Presentation" means this document, its contents or any part of it, any oral or video presentation, any question or answer session and any written or oral material discussed or distributed during the Presentation meeting. This Presentation has been prepared and issued by Abu Dhabi National Oil Company (ADNOC) P.J.S.C. (“ADNOC”) and Borouge plc ( “Borouge”) . This Presentation is the sole responsibility of ADNOC, save for company information relating to Borouge only which are the responsibility of Borouge. This Presentation has not been approved by or filed with the UAE Securities & Commodities Authority (“SCA”), the ADX, the Central Bank of the UAE or any other regulatory authority. The information set out in this Presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast) this Presentation or by reading the Presentation, you agree to the conditions set out below. This Pr esentation (including any or all briefing and any question -and-answer session in connection with it) is for information only. The Presentation is not intended to, and does not constitute, represent or form part of any offer, invitation, inducement or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. It must not be acted on or relied on in connection with any contract or commitment whatsoever. It does not constitute a recommendation regar ding any securities. Past performance, including the price at which Borouge’s securities have been previously bought or sold and the past yield on Borouge’s securities, cannot be relied on as a guide to future performance. Nothing herein should be construed as financial, legal, tax, accounting, actuarial or other specialist advice. This Presentation is not intended to, and does not constitute, an offer (or an intention to make an offer) by any person (inc luding ADNOC, OMV Aktiengesellschaft AG (“OMV”), Borealis, NOVA Chemicals Corporation or, following its incorporation, Borouge G roup International) for shares in Borouge or a recommendation by the board of directors of Borouge under the Decision of the Chairman of the SCA Board of Directors No. (18 / R.M) of 2017 or under the ADGM Takeover Regulations (Takeover Code) Rules 2015. No shares are being offered to the public by means of this Presentation. Nothing in this Presentation constitutes investment advice and statements contained in this Presentation have not been based upon a consideration of the investment objectives, fina ncial situation or particular needs of any specific recipient. This Presentation, information and opinions contained in this Presentation and the materials distributed in connection with this Presentation have not be approved by or filed with SCA, the ADX, the Central Bank of the UAE or any other regulatory authority. Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of SCA and no marketing of any financial products or services has been or will be made from within t he UAE other than in compliance with the laws of the UAE. This Presentation, information and opinions contained in this Presentation and the materials distributed in connection with t his Presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or reside nt or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such j urisdiction. The information, statements and opinions contained in this Presentation do not constitute a public offer under any applicable legislation or an offer to sell, or a solicitation of an offer to purchase, any securities and this Presentation is not for release, publication or distribution (directly or indirectly) in or into the United States, its territories or possessions, Canada, South Africa, Japan, Australia or any other jurisdiction where such distribution or offer is unlawful, except in the United States to a limited number of qualified institutional buyers (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any securities referred to in this Presentation and herein have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such securities have not been and will not be registered under the applicable securities laws of Australia, S outh Africa, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, South Africa, Canada or Japan or to any national, resident or citizen of Australia, South Africa, Canada or Japan. Any failure to comply with the foregoing restrictions may constitute a violation of United States, Australian, South African, Canadian or Japanese securities laws. The publication or distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform thems elves about, and observe, any such restrictions. This Presentation is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended (the “EU Prospectus Regulatio n”) ("Qualified Investors"). In the United Kingdom, this presentation is addressed to and directed only at, and should only be acted or relied upon by, persons who are “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (as amended and together with any statutory instruments made in exercise of the powers conferred by such Act) who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (F inancial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (c) of the Order; or (iii) other persons to whom it may otherwise be lawful to communicate it to (all such persons being referr ed to as "Relevant Persons"). No other person should act or rely on this Presentation and persons distributing this Presentation must satisfy themselves that it is lawful. If you have received this Presentation and you are not a Qualified Investor, Relevant Person or a QIB (as applicable), you must return this Presentation immediately and not copy, reproduce or otherwise disclose it (in whole or any part). Any investment activity to which this Presentation relates is available only to Qualified Investors in the EEA and Relevant Persons in the United Kingdo m and may be engaged in only with such Qualified Investors or Relevant Persons. None of ADNOC, OMV, Borouge, Borealis, NOVA Chemicals Corporation nor their respective shareholders, subsidiaries, affiliates , associates, nor their respective directors, officers, partners, employees, representatives and advisers (the “Relevant Parties ”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Presentation, or otherwise made available, nor as to the reasonableness of any assumption contained in such information, and any liability therefor (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. No information contained herein or otherwise made available is, or shall be relied upon as, a promise, warranty or representation, whether as to the past or the future an d no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of such information. The Presentation has been prepared on the basis of information held by ADNOC (including in respect of Borealis and NOVA Chemicals Corporation) and Borouge, and also from publicly available information. None of the Relevant Parties has independently verified the material in this Presentatio n. No duty of care or other duty (whether fiduciary or otherwise) is owed or will be deemed to be owed to you or any other person by any of the Relevant Parties in res pect of the Presentation or any information contained therein. Except where otherwise indicated in the Presentation, the informa tion provided therein is based on matters as they exist at the date of preparation of the Presentation. None of the Relevant Parties are under an obligation to update, revise or keep current the information contained in this Presentation or to provide the recipient of this Presentation with access to any additional information, or to correct any inaccuracies in this Presentation, that may arise in connection with it and any opinions expressed in this Presentation are subject to change without notice. Nothing contained in this Presentation is or should be r elied upon as a promise or representation as to the future. The Presentation does not constitute an audit or due diligence revie w and should not be construed as such. Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be ach ieved later or sooner than estimated, or those achieved could be materially different from those estimated. This Presentation contains forward-looking statements concerning the financial condition, results of operations and businesses o f Borouge, Borealis and NOVA Chemicals Corporation. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risk s and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are identified by their use of terms and phrases such as ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘ objectives’’, ‘‘outlook’’, ‘‘probably’’, ‘‘project’’, ‘‘will’’, ‘‘seek’’, ‘‘target’’, ‘‘risks’’, ‘‘goals’’, ‘‘should’’ and simil ar terms and phrases. There are a number of factors that could affect the future operations of Borouge, Borealis, NOVA Chemicals Corporation and the Borouge Group International and could cause those results to differ materially from those expressed in th e forward-looking statements included in this Presentation. All forward-looking statements contained in this Presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward -looking statements. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of ADNOC, OMV, Borouge, Borea lis or NOVA Chemicals Corporation undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Presentation. The proposed listing of Borouge Group International on the ADX and the proposed share exchange offer to shareholders or Borou ge are subject to discussion with, and approval by, SCA and ADX. By attending the Presentation to which this document relates and/or by accepting this document you will be taken to have repr esented, warranted and undertaken that: (i) (A) if you are in the EEA, you are a Qualified Investor, (B) if you are in the United Kingdom, you are a Relevant Person, and (C) if you are in the United States, you are a QIB; (ii) you are able to receive this presentation without contravention of any applicable legal or regulatory restrictions; (iii) you have read, agree to and will comply with the contents of this disclaimer including, without limitation, the obligation to keep this Presentation and its contents confidential; and (iv) you acknowledge that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the Presentation.
Page 3
Klaus Froehlich Chief Investment Officer ADNOC Speakers Hazeem Sultan Al Suwaidi Chief Executive Officer Borouge Jan-Martin Nufer Chief Financial Officer Borouge 33 Hetal Patel President of Global Chemicals XRG
Page 4
Borouge Classification: Public Three Polyolefins Industry Leaders, a Global Champion Delivering Attractive Dividends Through-the-Cycle 44 Source: Company information. Notes: (1) Based on 2026E nameplate production capacity. (2) Assuming Borouge plc free float shareholders opt to exchange their shares for Borouge Group International under the share exc hange offer. #4 global polyolefins platform(1) with production in North America, Europe and the Middle East Advantaged cost curve positioning due to access to low-cost feedstock Complementary value-added premium product portfolios based on leading proprietary technology and R&D focus Well-positioned to benefit from growing demand for sustainable and circular solutions Best-in-class resilient margins and c.$500m p.a. identified potential synergies Expected to be immediately accretive to Borouge DPS through new attractive dividend policy(2)
Page 5
Three World Class Businesses Best of Three World Class Businesses Delivered via a Global Polyolefins Champion World’s Largest Single- Site Polyolefins Complex(3), Competitive Feedstock and Premium Product Offering Innovative Polyolefins Producer with World Class Technology Portfolio Feedstock-Advantaged North American Player with Proprietary Technologies Global Polyolefins Champion with Worldwide Production Footprint, Leading Technologies and Profitability Borouge Group International Source: Company information. Notes: (1) Nameplate production capacity as of 2024A. (2) Average over 2020A -2024A. (3) Post completion and recontribution of B4 . (4) Includes 0.5mt for Baystar, reflecting 50% stake, and 0.1mt of recycled polyethylene capacity. (5) FX EUR / USD: 1.14 (2020A); 1.18 (2021A); 1.05 (2022A); 1.08 (2023A); 1.08 (2024A); excluding Nitro. (6) Includ ing 1.4mtpa capacity from B4. (7) Guidance for Borouge Group International EBITDA. 5 $2.4bn $1.1bn EBITDA(2) EBITDA(2,5) 4.6mtpa Polyolefins Capacity(1,4) $1.1bn EBITDA(2) 2.6mtpa Polyolefins Capacity(1) Pro-Forma Polyolefins Capacity(6) 13.6mtpa Expected Through-the-Cycle EBITDA(7) c.$7bn+ 5.0mtpa Polyolefins Capacity(1) +1.4mtpa from B4
Page 6
6 Source: Company information. Notes: (1) For the avoidance of doubt, nothing in this document shall constitute an offer (or an intention to make an offer) by ADNOC, OMV, Borealis, NOVA Chemicals Corporation or, following its incorporation, Borouge Group International, for the shares in Borouge held by the free float or a recommendation by the board of directors of Borouge under the Decision of the Chairman of the SCA Board of Directors No. (18 / R.M) of 2017 or under the ADGM Takeover Regulations (Takeover Code) Rules 2015. (2) The proposed listing of Borouge Group International on the ADX and a proposed share exchange offer to the Borouge free fl oat are subject to discussion with, and (if required) approval by, the UAE Securities & Commodities Authority ("SCA") and ADX. (3) Assumes SCA approval of a share exchange offer by Borouge Group International and 100% acceptance of the share exchange offer by the Borouge free float. (4) Shares of ADNOC to be transferred to XRG at co mpletion of the transactions. (5) Borealis’ direct ownership of B4 to be upstreamed to ADNOC and OMV. (6) Cost is defined as adjusted net book value and includes aggregate expenses and investments, financing costs and owner’s costs. Overview of Proposed Transactions Post-Transaction Ownership Structure(2,3)All-share combination of Borouge & Borealis resulting in newly formed Borouge Group International equally owned by ADNOC & OMV01 To be listed on the Abu Dhabi Securities Exchange (ADX)(2)04 Share exchange offer to Borouge free float for new shares in Borouge Group International(1)(3)05 Acquisition of Nova, at completion, by Borouge Group International funded through acquisition debt, which is expected to be refinanced in the capital markets 06 Recontribution of Borouge 4 when fully operational, expected to be at total cost, estimated at c.$7.5bn(6)07 Simplified ownership structure aligning objectives to fully capitalize on combined potential 09 Cash capital increase by Borouge Group International in 2026 of up to c.$4bn to augment investment grade credit rating profile and achieve MSCI inclusion 08 03 Headquartered and domiciled in Austria with regional headquarters in Abu Dhabi 02 Free-Float (ADX)(3) Borouge Group International 46.94% 6.12% 46.94% 50% 100% 100% Borouge 4 70% 30% Borouge 4 Ownership(5) 100% 50% Upon completion, ADNOC’s shareholding in Borouge Group International will be transferred to XRG’s Global Chemicals Platform, supporting its global chemicals growth strategy and value-creation agenda (4)
Page 7
Borealis and Nova Complement Borouge to Create Compelling Market Position Source: Company information. Notes: (1) Granted and pending patent applications as of 2024A. (2) Porvoo and Stenungsund net cash margin quartile in 2023A as per Solomon ranking. (3) Granted patents and patent applications as of end of 2024A. (4) By sales volume.7 Innovation Leaders with Differentiated Product Offering, Well-Positioned within their Respective Geographies Proprietary Innovations Novapol®Advanced SclairtechTM SclairtechTM Proprietary and Technology Innovations Borstar® BorceedTM BorlinkTM BorcycleTM >75% Exposure to AECO, Henry Hub & Mont Belvieu 100% Ethane Feedstock 2,500+ Patents(1) 2 Innovation Centers in Canada Leader In Advanced Packaging Solutions 12,200+ Patents(3) 3 Innovation Centers in Europe ~45% Share of Specialty Grades(4) 1st Quartile Net Cash Margin in Europe(2) 90% of Sales 80% of Sales Integrated Production Centers: 2 in Canada + 1 in USA Production base spread across Europe
Page 8
Global Platform at a Glance
Page 9
Strategic Rationale Source: Company information. Leading Global Polyolefins Platform Spanning Key Geographic Markets Access to Low-Cost Feedstock, and Well-Positioned on the Cost Curve Primed to Benefit from Demand Shift Towards Sustainable and Circular Solutions Global Scale Advantaged Cost Position Well-Positioned in Sustainability 1 2 4 Attractive Financial Profile with Best-in-Class, Resilient Margins, Strong Foundations for the Future and c.$500m p.a. Identified Potential Synergies Financial Strength & Synergies 5 Complementary Value-Added Product Portfolio Derived from Leading Proprietary Technologies Premium Products & Technology 3 9 A Global Polyolefins Champion with Leadership in Technology, Innovation & Sustainability, Supporting Superior Shareholder Returns
Page 10
12.2 1.4 13.6 Leading Global Polyolefins Platform … 14 Olefins Plants(2) 36 Polyolefins Plants(3) 12 Compounding Plants >90% Backward Integration(4) B4 (1) / Existing Capacity (2026E) 01 10 #4 Globally Global Nameplate Capacity Ranking (Polyolefins, mtpa, 2026E) 4th Largest Polyolefins Player Globally Source: Company information, CMA. Notes: Polyolefins capacities include polyethylene and polypropylene capacities. (1) Includes Borouge current 5.0mtpa, Boreal is 4.1mtpa (including 0.1 rPE capacity), Baystar 0.5mtpa, Nova 2.6mtpa and B4 capacity of 1.4mtpa post recontribution. (2) Borouge has 4 olefins plants (including B4), Borealis has 5 olefins plants (including Baysta r and Kallo). Nova has 5 olefins plants. (3) Includes Baystar and B4 assets, as well as XLPE plants. (4) Total consolidated polyolefins capacity across as a share of total consolidated olefins (excl. co-products) capacity, including B4 and Kallo. ✓ ✓ ✓ ✓ ✓ ✓ ✓ Global Manufacturing Footprint ✓ Borouge Group International / ✓
Page 11
Source: Company information, OMV Factbook. Notes: Capacities on the map do not exactly add up to a combined total of Borouge, Borealis and Nova (12.2 mtpa, excluding B4 ) due to rounding. Plant capacities aggregated per country, excludes compounding plant capacities.(1) 50% of Baystar capacity including newly started PE plant. ( 2) Nova Geismar cracker 0.9mtpa capacity. 01 Sales Offices Production Plants / PO Capacity Borouge Borealis Nova 11 Access to global polyolefins demand in all 3 major consumption areas Ability to optimize netbacks Global salesforce with insights into local client needs and direct market access Adaptability via supply chain flexibility R&D centres Extensive Geographic Presence and Reach, a Global Champion 0.8 0.1 0.90.6 0.8 0.6 0.5(1) 5.0 1.6 1.0 (2) Standalone cracker … with Extensive Production Footprint and Sales Network Spanning All Major Demand Centers …
Page 12
Americas, 92% Asia-Pacific, 7% Europe, 1% Americas, 7% Middle East & Africa, 5% Europe, 83% Asia- Pacific, 4% Asia-Pacific, 67% Middle East & Africa, 31% Americas, 1% Europe, 1% … Resulting in Globally Diversified Revenue Base … Source: Company information. Notes: Numbers may not add up to 100% due to rounding. FX EUR / USD:1.08. (1) Excludes Nitro and Baystar. Includes adjustments for consolidation effects relating to Borouge sales through Borealis and Borealis sales through Borouge. Complementary Revenue Base Borouge Group International 01 Borouge, Borealis and Nova are Highly Complementary in Terms of Geographic Revenue Split 12 Combined Revenue(1) $17.2bn Revenue by Geography (Polyolefins, 2024A) Europe, 39% Middle East & Africa, 12% Asia-Pacific, 25% Americas, 23%
Page 13
… and Tangible Project Underway Providing Future Upside Borouge 4 is Poised to Capitalise on Borouge Group International’s Extensive and Global Sales Network 01 13 Largest single-site polyolefins complex worldwide upon Borouge 4 recontribution with additional +1.4mtpa polyethylene nameplate capacity, using third generation (3G) Borstar® technology 60 / 40 ADNOC / Borealis current ownership(2) will become 70 / 30 ADNOC / OMV post- transaction(3) ✓ ✓ ✓ Source: Company information, press releases. Notes: (1) Cost is defined as adjusted net book value and includes aggregate expenses and investments, financing costs and owner’s costs. (2) Whilst still under construction. (3) Borealis’ direct ownership of B4 to be upstreamed to ADNOC and OMV. ✓ ✓ Borouge will maintain operational management of the assets, including marketing of the volumes Recontribution expected to be at cost(1) envisaged by end of 2026 when fully operational, and expected to be accretive to earnings and dividends per share Total cost estimated at c.$7.5bn, with ADNOC / OMV to continue funding development capex through to completion ✓ c.$0.9bn estimated through-the-cycle EBITDA Shareholders to retain flexibility on timing and funding, taking into consideration overall market conditions and credit rating. Shareholders may consider potential stock issuance of up to $0.7bn as part of the funding mix ✓
Page 14
Consistently Well-Positioned on European Cost-Curve Feedstock Advantaged Advantaged Feedstock Costs in Middle East and North America, and 1st Quartile Position in Europe02 14 Source: Company information, OMV January 2025 company presentation, Bloomberg, Factset. Notes: (1) Average of 2020A-2024A, TTF spot index FactSet. North East Asia LNG is the LNG Japan Import price. Henry Hub spot ind ex. AECO spot index. (2) Biannual HSB Solomon Associates Olefin Study ranking, among European peers. Both Businesses Possess Advantages Brought about by their Position in Europe and North America Respectively Energy Prices L5Y Avg(1) ($/mmbtu) Olefin Net Cash Margin(2) ($/t) Porvoo, Finland 1st Quartile 2019A 2021A 2023A Stenungsund, Sweden 1st Quartile 2019A 2021A 2023ANova Feedstock is >75% exposed to AECO, Henry Hub & Mont Belvieu North America Asia Europe
Page 15
Energy & Infrastructure, 29% Consumer & Packaging, 42% Transportation, 11% Other, 18% Consumer & Packaging, 89% Industrial, 8% Other, 3% Energy & Infrastructure, 39% Consumer & Packaging, 58% Transportation, 3% Complementary Product Portfolios with Focus on Premium Grades … 03 Access to Diverse Applications through Specialty and Premium Product Offering Source: Company information. Notes: (1) Does not include Borealis sales through Borouge. (2) Does not include Borouge sales through Borealis. (3) Includes Advanced Products (Specialty grade) going into a variety of industries. 15 Energy & Infrastructure, 28% Consumer & Packaging, 59% Industrial, 2% Transportation, 4% Other, 7% Complementary Demand Exposure Product Sales by Application (Polyolefins Sales Volumes in Tonnes, 2024A) (2) Borouge Group International (1) (3) (3)
Page 16
… Based on Leading Technologies Enabled through Innovation- Led Strategy and R&D Focus … Source: Company information. Notes: (1) Including granted and filed patent applications. 03 16 Ownership of Leading Innovation and R&D Capabilities in the Sector … …which has Led to Proven Technology & Innovations in Virgin and Recycled Plastic Domains Technology Innovation Value Chain / Customer Collaboration R&D Employees Patents(1) Innovation Centers 100+ 1,800+ 2 550+ 12,200+ 3 150+ 2,500+ 2 800+ 16,500+ 7 Borstar ® Unique catalyst technology enabling molecular design Borlink Linking grids and energy sources regionally and globally Advanced Sclairtech Maximizing capability of catalyst innovations Borceed Closing the gap between thermoplastic products and rubber Borcycle Recycling technology closing the loop on plastic waste Borouge Group International Syndigo High-quality mechanically recycled polyethylene Novapol ® Resins with unique mechanical properties and versatility
Page 17
… Generating Tangible Competitive Advantages Source: Company information. Faster Roll-Out of New Innovations … … in Applications where they Create Most Value … … Leading to Premium Products and Higher Margins Shorter time to market for new products and faster application at scale… … addressing customer needs across the globe Ability to marry the best solutions with the most promising opportunities… … catering to regional nuances in demand and regulatory environment Innovative products and solutions for customers will translate into premium products… … and higher margins 03 17
Page 18
Ongoing Projects to Capture Upside from Sustainable and Circular Solutions Source: Company information. Notes: (1) International Sustainability and Carbon Certification. (2) Under assessment. 04 18 Mechanical recycling plant in Connersville, Indiana >100mlbs of rPE capacity expected by end of 2025 Construction currently on schedule and on budget 9 rPE contracts executed Connersville BorcycleTM Recycling technology solutions for polyolefins-based, post-consumer waste Technology solutions include: Borcycle M for mechanical recycling Borcycle C for chemical recycling Borcycle M offers recyclates with up to 100% recycled content All Borcycle C polymers are certified by ISCC PLUS(1) Renasci is a Belgian innovator with focus on “one-stop-shop” mixed waste sorting and recycling (mechanical and chemical) Ecoplast is an Austrian post-consumer plastics recycler with focus on high- quality PE grades and c.30,000tpa capacity mtm is a German technology leader in the recycling of mixed post-consumer plastics waste and one of Europe’s largest producers of post-consumer polyolefins recylcates Strong Positioning in Chemicals and Mechanicals Recycling … Renasci / Ecoplast / mtm … Combined with Product Innovations Supporting Customer Sustainability Targets BorlinkTM connecting offshore wind farms to grids around the world New innovations to support clean solar energy Self cleaning polyolefin to reduce food waste and boost recyclability SteloraTM offers additional heat-resistance capabilities with potential applications in power generators, inverters and electric vehicles Sustainable packaging solutions with 80% PCR content Queo BornewablesTM bio-based plastomer and elastomers
Page 19
1.6 5.5 3.0 1.5 2.9 2.9 2020A 2021A 2022A 2023A 2024E 2020-24 Avg. 3.3 7.2 4.8 3.0 4.2 4.5 2020A 2021A 2022A 2023A 2024E 2020-24 Avg. Attractive Financial Profile …05 FCF/EBITDA (%) 26% EBITDA Margin (%) 62% 68% 49% 48% 77% 61% Pro-Forma EBITDA ($bn) Pro-Forma Free Cash Flow(1) ($bn) Source: Company information. Notes: FX EUR / USD: 1.14 (2020A); 1.18 (2021A); 1.05 (2022A); 1.08 (2023A); 1.08 (2024A); 2020A figures are ADP only. Figure s reflecting intercompany eliminations. (1) Calculated as EBITDA less capital expenditure. 35% 24% 25% 19% 25% Robust Capital Structure Targeting Investment Grade with Target Through-the-Cycle Net Leverage of up to 2.5x ✓ Three Profitable Complementary Businesses of Scale Attractive Margin Profile with Expansion via Identified Synergies Financial Strength to Fund Future Organic and Inorganic Growth ✓ ✓ ✓ 19
Page 20
26% 23% 22% 19% 15% 13% 7% … with Best-in-Class and Resilient Margins … Source: Company information. Notes: Borouge Group International figures reflect intercompany eliminations and expected pro-forma for 2024. (1) Based on select publicly listed global peers. 05 Access to Cost-Competitive Feedstock in Middle East and North America Feedstock Flexibility in Nordics and Backward Integration Differentiated and Superior Products Direct Access to Markets with Global Sales Offices in Strategic Locations Strong Customer Service Focus Peer Avg.: 16% Superior Average Margin vs. Select Peers(1)… (2020A – 2024E Average EBITDA Margin) …Demonstrating Resilience Through-the-Cycle (2020A – 2024E Average EBITDA Margin Range) Driving Superior Margins with… Borouge Group International 19% 12% 16% 13% 10% 9% 3% 35% 36% 31% 28% 23% 19% 13% Chemicals Chemicals Borouge Group International 20
Page 21
Source: Company information. Notes: (1) Reflects expected impact from normalization of operating rates and prices / spreads to mid-cycle levels compared to 2020 to 2024 average. Expected Through-the-Cycle EBITDA 05 Ramp-Up of Growth Project and Cycle Normalizations Expected to Increase Run-Rate EBITDA Meaningfully 21 EBITDA Breakdown ($bn) 3.4 ~5.3 1.1 ~1.8 $4.5bn ~0.3 ~0.2 ~0.2 ~0.4 ~0.9 ~0.6 ~7.1 ~0.5 $7bn+ 2020A-24A Avg EBITDA AST2 Growth Project Efficiency Program Cycle Normalization Organic Growth Projects Borouge 4 Cycle Normalization TTC EBITDA Synergies TTC EBITDA Post- Synergies (1) … Strong Foundations for the Future … Borouge & Borealis Nova Chemicals Borouge, Borealis & Nova Chemicals (1) Nova Chemicals Borouge & Borealis
Page 22
22 Significantly Geared Towards Cycle Recovery Borouge Group International well place to benefit from price recovery Expected industry normalization of operating rates, prices and spreads in the mid-term Source: OPIS Chemical Market Analytics. All prices are in nominal terms. (1) PE prices for the period of 2020-2024, weekly spot basis. Western Europe: PE HDPE, Domestic Market, Delivered; NE Asia: HDPE Spot CFR China; North America: LLDPE, Spot Domestic FOB; Today’s price as of 28 th Feb 05 Peak Polyethylene spot prices (US$/t - 2020-2024)(1) Trough Average 5 years Western Europe NE Asia North America 2,280 833 1,399 1,200 655 953 2,116 904 1,329 Today 1,228 855 1,102
Page 23
c.75% of Synergies expected to be realised within 3 years post completion Synergies Drivers 05 Synergy Implementation Plan Agreed Between ADNOC & OMV Improved geographical sales coverage Cross-selling opportunities Production network optimization Better procurement terms and supply chain c.$150m Estimated one-off implementation costs 23 Source: ADNOC / OMV / third-party consultant analysis. Notes: (1) Mid-point of estimated preliminary run-rate range. (2) In real 2024 US dollars. 25-Year Track Record of Strategic Cooperation Between ADNOC and OMV will Ensure Smooth Synergy Realisation … and Significant Identified Potential Synergies of c.$500m p.a. Estimated c.$500m(2) p.a. run-rate EBITDA Anticipated Annual Synergies(1) Cost optimization
Page 24
Proposed Structure, Financial Highlights and Timeline
Page 25
Governance Structure ✓ Borouge Group International will be headquartered and domiciled in Austria with regional headquarters in the UAE and will be listed on the ADX(1) ✓ Upon completion, ADNOC’s shareholding in Borouge Group International will be transferred to XRG’s Global Chemicals Platform, supporting its global chemicals growth strategy and value -creation agenda Equal governance rights between ADNOC and OMV . Supervisory Board comprising equal representatives from each shareholder(2); with ADNOC nominating Chairperson and OMV nominating Vice Chairperson ✓ Borouge Group International to serve as the platform through which ADNOC and OMV will pursue their polyolefins growth strategy Notes: (1) The proposed listing of Borouge Group International on the ADX and a proposed share exchange offer to the Borouge free float is subject to discussion with, and (if required) approval by, SCA and ADX. (2) Under Austrian governance. ✓ 25
Page 26
Proposed Steps 1 All-share combination of Borouge & Borealis resulting in newly formed Borouge Group International owned by ADNOC & OMV 2 Primary injection by OMV of approximately €1.6bn(1) into Borouge Group International to equalise ownership 3 Proposed share exchange offer to Borouge free float for shares in Borouge Group International, subject to SCA approval(2)4 5 Cash capital increase by Borouge Group International in 2026 of up to c.$4bn to augment investment grade credit rating profile and achieve MSCI inclusion Notes: (1) Subject to adjustment for payment of Borouge and Borealis dividends prior to completion of transaction. (2) For th e avoidance of doubt, nothing in this document shall constitute an offer (or an intention to make an offer) by ADNOC, OMV, Borealis or, following its incorporation, Borouge Group International, for the shares in Boroug e held by the free float or a recommendation by the board of directors of Borouge under the Decision of the Chairman of the SCA Board of Directors No. (18 / R.M) of 2017 or under the ADGM Takeover Regulation s (Takeover Code) Rules 2015. 6 Acquisition of Nova, for an enterprise value of $13.4bn (at 7.5x EBITDA), funded through acquisition debt, which is expected to be refinanced in the capital markets Recontribution of Borouge 4 expected to be at total cost, estimated at c.$7.5bn 26
Page 27
05 27 Funding and Capital Structure Borouge Group International will target a robust capital structure and a strong investment grade credit rating profile, with a through-the-cycle target net leverage of up to 2.5x EBITDA Acquisition of Nova, at completion, funded through acquisition debt, which is expected to be refinanced in the capital markets Borouge 4 with a total estimated cost of c.$7.5bn to be primarily funded through debt with potential additional stock issuance (up to c.$0.7bn to fund part of the B4 equity) to ADNOC and OMV to maintain investment grade rating ✓ ✓ ✓ ✓ Cash capital increase by Borouge Group International in 2026 of up to c.$4bn to augment investment grade credit rating profile and achieve MSCI inclusion
Page 28
Dividend Policy and Implications for Borouge Shareholders Notes: (1) Calculated as reported net income and shall exclude costs and one -off effects (being positive or negative) including impairments and PPA effects associated with the Combination or future transactions from the calculation. (2) Calculated as free cash flow post interest and working capital changes but before principal repayment costs. (3) The floor implies a 2% DPS growth vs. historical DPS. (4) Excluding transaction accounting effects. Assuming tax d epreciation for Nova. Dividend Policy ✓ ✓ Implications for Borouge Shareholders Transaction is Expected to be Immediately and Sustainably Accretive to Borouge DPS 90% payout ratio(1) with potential upside for distribution based on free cash flow(2) generation Subject to an annual dividend floor of equivalent to 16.2 fils per share(3) No changes to the Borouge existing dividend policy until the completion of the transaction Borouge Group International’s DPS is expected to be immediately and sustainably accretive to Borouge DPS, supported by a stronger cash flow generation through-the-cycle Annual dividend floor implies 2% accretion vs. historical Borouge’s dividend per share Borouge Group International cash EPS(4) is expected to be accretive to Borouge EPS ✓ ✓ ✓ ✓ 28
Page 29
Expected Timeline Completion of the all-share combination and acquisition of Nova is estimated in Q1 2026, subject to regulatory approvals and ongoing discussions with SCA Discussions with SCA and ADX around implementation steps and (if applicable) requisite approvals will commence in due course Binding agreements in relation to the proposed combination of Borouge and Borealis and acquisition of 100% of Nova Chemicals from Mubadala have been signed Key Next Steps Binding Agreements Signed Today Q2-25 Q3-25 Q4-25 Q3-26 Q1-26 Q2-26 Completion of Combination and NOVA Acquisition Pre-Completion: Continuation of Borouge Dividend FY25 Borouge Interim Dividend FY24 Borouge Final Dividend Post Completion Borouge Group International Dividend Expected Timeline Preparatory Steps and Requisite Approvals Updates on the Transaction progress to be provided as required29
Page 30
THANK YOU
Page 31
Key Contacts 31 Tatiana Sergeevna Volochkovich Senior Manager Group Strategic Investments Tel: +971 2 707 2946 Mob: +971 54 377 8199 Email: tvolochkovich@adnoc.ae Oliver Thompson Vice President Financial Communications Tel: +971 2 707 5950 Mob: +971 50 851 8998 Email: othompson@adnoc.ae Rehab Ateeq Vice President Global Communications Tel: +971 2 708 8666 Mob: +97150 786 9000 Email: rehab.ateeq@borouge.com Samar Khan Vice President Borouge Investor Relations Tel: +971 2 708 0505 Mob: +971 50 318 7242 Email: samar.khan@borouge.com