May 10, 2023

The Selling Shareholder retains the right to amend the size of the Offering at any time before pricing of the Offering, subject to the applicable laws of the UAE and the approval of the UAE Securities & Commodities Authority (“SCA”) Press Release PHOTO ADNOC Logistics & Services plc (“ADNOC L&S” or the “Company”), a global energy maritime logistics leader, today announces its intention to proceed with an initial public offering (the “IPO” or the “Offering”) of 1,109,774,817 of its shares, and to admit its shares to listing and trading (“Admission”) on the Abu Dhabi Securities Exchange (“ADX”). (“ADNOC” or the “Selling Shareholder”) intends to offer 15% of ADNOC L&S’ total issued share capital in the Offering: (i) as part of the UAE Retail Offering, to: (a) individuals and other investors in the UAE; (b) employees of ADNOC Group companies residing in the UAE; and (c) UAE national retirees of ADNOC Group companies residing in the UAE; and (ii) as part of the Professional Investor Offering, to qualified institutional and other investors. The Selling Shareholder retains the right to amend the size of the Offering at any time before pricing of the Offering, subject to the applicable laws of the UAE and the approval of the UAE Securities & Commodities Authority (“SCA”). The Company is registered as a public company limited by shares incorporated in the Abu Dhabi Global Market (“ADGM”) and is subject to the ADGM Companies Regulations 2020 (as amended). OFFERING HIGHLIGHTS Subject to market conditions and obtaining relevant regulatory approvals in the UAE, including the approval of Admission: 1,109,774,817 shares are being made available in the Offering, representing 15% of ADNOC L&S’ total issued share capital. All shares offered in the Offering will be existing shares held by ADNOC at the time of Admission. The UAE Retail Offering (as defined below) subscription period is expected to run from 16 May 2023 to 23 May 2023. The Professional Investor Offering (as defined below) subscription period is expected to run from 16 May 2023 to 24 May 2023. Admission to listing on the ADX is anticipated to occur on 1 June 2023. Commenting on the launch of the ADNOC L&S IPO process, Khaled Al Zaabi, Group Chief Financial Officer, ADNOC, said: “We are very pleased to announce our intention to float a minority stake in ADNOC L&S, our leading energy maritime logistics services provider. As the sixth company ADNOC is bringing to market, ADNOC L&S is ideally placed to drive performance, deliver value, and capitalize on both ADNOC’s ambitious growth roadmap and the growing global demand for lower-carbon, reliable energy supplies. “The planned offering marks another important milestone for ADNOC and the UAE, and cements ADNOC’s role as a catalyst to further grow and diversify Abu Dhabi’s buoyant capital market. As a sustainability champion within the maritime and logistics sector, ADNOC L&S will play a crucial role in driving the decarbonization of the UAE maritime sector, yet again offering investors a highly compelling investment proposition with exciting growth prospects.” Captain Abdulkareem Al Masabi, Chief Executive Officer of ADNOC L&S, added: “ADNOC L&S is a vital component of the UAE’s energy ecosystem, providing mission-critical logistics infrastructure and services for the production and global transfer of energy commodities to customers around the world. Through our specialized business segments of integrated logistics, shipping, and marine services, we provide cost-competitive and sustainable solutions for the logistics and maritime energy sector. “Our planned IPO offers an exciting opportunity to accelerate our growth, supporting ADNOC Group with its ambitious growth strategy, while further expanding the services provided to our customers and exploring new geographical areas and business verticals. With high cash flow visibility, a world class asset base, and an experienced management team supported by a highly dedicated workforce, ADNOC L&S is poised for significant growth, and set to continue delivering strong financial and operational performance, while promoting the UAE and ADNOC’s energy transition and decarbonization agenda.” DETAILS OF THE OFFERING The Selling Shareholder intends to sell 15% of the Company’s issued share capital, with the Selling Shareholder retaining the right to amend the size of the Offering at any time before the pricing of the Offering, subject to the applicable laws of the UAE and the approval of the SCA. It is intended that the Offering will comprise: (i) a UAE public offering to: (a) individuals and other investors in the UAE; (b) employees of ADNOC Group companies residing in the UAE; and (c) UAE national retirees of ADNOC Group companies residing in the UAE (together, the “UAE Retail Offering”); and (ii) an offering to qualified institutional and other investors in a number of countries, including the UAE (the “Professional Investor Offering”). The indicative price range per share will be determined in due course and published on the Offer opening date and contained in the International Offering Memorandum. The final offer price per share (the “Offer Price”) will be determined through, and following, a bookbuilding process. Retail investors in the UAE Retail Offering will subscribe for shares at the Offer Price. All of the shares are being offered by the Selling Shareholder which, prior to the Offering, holds 100% of the share capital of the Company. The net proceeds generated by the Offering will be received by the Selling Shareholder. All expenses of the Offering will be borne by the Selling Shareholder. The Offering is being conducted, among other reasons, to allow the Selling Shareholder to sell part of its shareholding to more actively manage and optimize its portfolio of assets, while providing increased trading liquidity in the shares of the Company and raising the Company’s profile within the international investment community. The UAE Retail Offering subscription period is expected to open on 16 May 2023 and is expected to close on 23 May 2023. The Professional Investor Offering subscription period is expected to open on 16 May 2023 and is expected to close on 24 May 2023. The completion of the Offering and Admission is currently expected to take place no later than 1 June 2023, subject to satisfactory market conditions and obtaining relevant regulatory approvals in the UAE, including the approval of Admission from the SCA. Details of the Offering will be included in the Arabic and English language UAE Prospectus and the UAE public announcement (the “Public Announcement”) in respect of the UAE Retail Offering and the English language International Offering Memorandum in respect of the Professional Investor Offering. The UAE Prospectus and the Public Announcement will be published today, and the International Offering Memorandum is expected to be published on 16 May 2023. Moelis & Company UK LLP DIFC Branch has been appointed as the Independent Financial Advisor to the Company. Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited and J.P. Morgan Securities Plc have been appointed as Joint Global Coordinators and Joint Bookrunners. Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited, Crédit Agricole Corporate and Investment Bank, EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC), International Securities L.L.C. and Société Générale have been appointed as Joint Bookrunners. First Abu Dhabi Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC and Al Maryah Community Bank have been appointed as the Receiving Banks. Neither HSBC Bank Middle East Limited nor any of its respective affiliates is responsible for participating in, marketing or managing any aspect of the UAE Retail Offering to natural persons. The Shariah Supervision Committee of each of First Abu Dhabi Bank PJSC and of Abu Dhabi Commercial Bank PJSC has issued a pronouncement confirming that, in their view, the Offering is compliant with Shariah principles. Investors may not rely on this pronouncement and should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes. OVERVIEW OF ADNOC L&S ADNOC L&S was established for the purpose of serving as a holding company of Abu Dhabi Marine Business and Services Company PJSC. ADNOC currently holds 100% of the total issued and outstanding share capital of ADNOC L&S. BUSINESS HIGHLIGHTS ADNOC L&S is a mission-critical energy logistics service provider to ADNOC, Abu Dhabi and the UAE. ADNOC L&S is a key enabler of the global flow and export of energy commodities, in particular for oil and gas production in the UAE which is managed by ADNOC. As the logistics service provider of choice to ADNOC Group, ADNOC L&S provides critical and highly specialized services across ADNOC’s entire value chain. The Company expects to benefit from ADNOC’s planned growth and investment strategy to accelerate capital expenditure as ADNOC aims to meet its upstream growth ambitions through the expansion of oil production capacity, the development of new gas reservoirs, the continuous exploration of new hydrocarbon prospects in addition to targeted expansion of its refining and petrochemical capacity, LNG exports and hydrogen production. ADNOC L&S is a global, fully-integrated energy maritime logistics leader with a world-class asset base. ADNOC L&S provides fully-integrated, end-to-end services in the global energy maritime logistics industry through its three key business units: integrated logistics, shipping and marine services. ADNOC L&S has highly visible cash flows, underpinned by long-term agreements and ADNOC Group companies as anchor clients. A long-term contractual framework with ADNOC L&S’ anchor client underpins revenue and cash flows. As at 31 December 2022 and based on revenues for the year ended 31 December 2022, over 65% of ADNOC L&S’ total revenue was derived from long-term agreements which have a term of more than one year. ADNOC Group companies accounted for 72% of ADNOC L&S’ total revenue for the year ended 31 December 2022. Highly experienced senior management team drives robust financial performance. The combination its of successful track record of delivering organic and inorganic growth, operational excellence and strong cost discipline has enabled ADNOC L&S to achieve strong operating profitability and financial results. On a pro forma basis reflecting the ZMI Holdings acquisition as if it had occurred on 1 January 2022, ADNOC L&S’ revenue for the year ended 31 December 2022 was USD 2,287.2 million. Adjusted pro forma EBITDA for the year ended 31 December 2022 was USD 599.3 million. Assuming a full calendar year contribution from the ZMI Holdings acquisition in 2022, ADNOC L&S’ revenue would have increased at a compound annual growth rate of more than 20% between 2017 and 2022. COMPANY GROWTH STRATEGY ADNOC L&S is targeting a growth capital expenditure between USD 4-5 billion in the medium term, with the intention to: Expand the scope of services provided to the ADNOC Group companies. Invest in decarbonization solutions to help drive the UAE energy transition. Expand relationships with, and scope of services provided to, existing and new clients, including in the shipping business unit and through the expansion of ADNOC L&S’ integrated logistics services platform services. Continue growth of international operations. Develop new business verticals. CAPITAL STRUCTURE AND DIVIDEND POLICY ADNOC L&S intends to pay dividends twice each financial year, with an initial payment of the first-half results being paid in the fourth quarter of that year, and a second payment following second-half results being paid in the second quarter of the following calendar year. ADNOC L&S intends to pay a fixed dividend amount of USD 195 million for the second quarter and the second half of the year 2023 (equivalent to annualized dividends of USD 260 million relating to the performance for the year 2023), out of which USD 65 million for the second quarter of the year 2023 is expected to be paid in the fourth quarter of the year 2023 and the remaining USD 130 million for the second half of the year 2023 is expected to be paid in the second quarter of the year 2024. ADNOC L&S intends to pay dividends in cash. Thereafter, the Company expects to increase the 2023 annual dividend per share on a progressive basis by at least 5% annual growth over the medium term, while regularly reviewing the policy in light of value-accretive growth opportunities. ADNOC L&S’ ability to pay dividends is dependent on a number of factors, among others, the availability of positive net income distributable reserves, capital expenditure plans and market conditions. There is no assurance that ADNOC L&S will pay dividends or, if a dividend is paid, what the amount of such dividend will be. CORPORATE GOVERNANCE The Board of Directors is committed to standards of corporate governance that are in line with international best practice. All seven members of the Company’s Board are appointed in accordance with the SCA corporate governance rules. The Board will establish three permanent committees – an Audit Committee, a Nomination and Remuneration Committee (each of which will be subject to the composition requirements of the SCA corporate governance rules) and an Executive Committee. Send us your press releases to  pressrelease.zawya@lseg.com © Press Release 2022 Disclaimer: The contents of this press release was provided from an external third party provider. This website is not responsible for, and does not control, such external content. This content is provided on an “as is” and “as available” basis and has not been edited in any way. Neither this website nor our affiliates guarantee the accuracy of or endorse the views or opinions expressed in this press release. The press release is provided for informational purposes only. The content does not provide tax, legal or investment advice or opinion regarding the suitability, value or profitability of any particular security, portfolio or investment strategy. 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