Borouge Plc · ADX:BOROUGE
Borouge — Merger or Acquisition (March 2025)
31 slides from Borouge's merger presentation, Mar 4, 2025
Slide 1: Establishing Borouge Group International, a Global Polyolefins Champion
Establishing Borouge Group International, a Global Polyolefins Champion All-share Combination of Borouge / Borealis and Acquisition of Nova Chemicals 4th March 2025
Slide 2: Disclaimer
DISCLAIMER 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
Slide 3: Speakers
Speakers Hazeem Sultan Jan-Martin Klaus Hetal Al Suwaidi Nufer Froehlich Patel Chief Executive Chief Financial Chief Investment President of Global Officer Officer Officer Chemicals Borouge Borouge ADNOC XRG 33
Slide 4: Three Polyolefins Industry Leaders, a Global Champion Delivering Attractive Dividends
Borouge Classification: Public Three Polyolefins Industry Leaders, a Global Champion Delivering Attractive Dividends Through-the-Cycle #4 global Advantaged cost Complementary Well-positioned to Best-in-class polyolefins curve positioning value-added benefit from growing resilient margins platform(1)
Slide 5: Best of Three World Class Businesses Delivered via a Global Polyolefins Champion
Three World Class Businesses Best of Three World Class Businesses Delivered via a Global Polyolefins Champion Borouge Group International 13.6mtpa Pro-Forma Polyolefins Capacity(6) 5.0mtpa 4.6mtpa 2.6mtpa Polyolefins Capacity(1) Polyolefins Capacity(1,4) Polyolefins Capacity(1) +1.4mtpa from B4 c. $
Slide 6: Overview of Proposed Transactions
Overview of Proposed Transactions All-share combination of Borouge & Borealis resulting in newly formed Post-Transaction Ownership Structure(2,3) 01 Borouge Group International equally owned by ADNOC & OMV (4) Acquisition of Nova, at completion, by Borouge Group International funded Free-Float (ADX)
Slide 7: Borealis and Nova Complement Borouge to Create Compelling Market Position
Borealis and Nova Complement Borouge to Create Compelling Market Position Innovation Leaders with Differentiated Product Offering, Well-Positioned within their Respective Geographies 100% >75% 1st Quartile Exposure to AECO, Ethane Feedstock Net Cash Margin in Europe(2) Henry Hub & Mont Belvieu 90% 8
Slide 8: Global Platform at a Glance
sy Bet ge + VA BOREALIS + 9 NOVAChericals Global Platform at a Glance
Slide 9: Strategic Rationale
Strategic Rationale A Global Polyolefins Champion with Leadership in Technology, Innovation & Sustainability, Supporting Superior Shareholder Returns 1 Global Scale Leading Global Polyolefins Platform Spanning Key Geographic Markets Advantaged 2 Cost Position Access to Low-Cost Feedstock, and Well-P
Slide 10: Leading Global Polyolefins Platform
Leading Global Polyolefins Platform … 01 4th Largest Polyolefins Player Globally Global Nameplate Capacity Ranking (Polyolefins, mtpa, 2026E) ✓ Global Manufacturing Footprint #4 Globally ✓ ✓ / Existing Capacity (2026E) B4 13.6 (1) ✓ ✓ 1.4 ✓ ✓ 12.2 ✓ ✓ Borouge Group International / 14 36 12 >90% Olef
Slide 11: Extensive Production Footprint and Sales Network Spanning All Major Demand Centers
… with Extensive Production Footprint and Sales Network 01 Spanning All Major Demand Centers … Extensive Geographic Presence and Reach, a Global Champion Access to global polyolefins demand in all 3 major 0.6 consumption areas 1.6 0.8 0.1 0.8 1.0 0.6 0.9 Ability to optimize netbacks (2) 0.5(1) 5.0 G
Slide 12: Globally Diversified Revenue Base
… Resulting in Globally Diversified Revenue Base … 01 Borouge, Borealis and Nova are Highly Complementary in Terms of Geographic Revenue Split Complementary Revenue Base Revenue by Geography (Polyolefins, 2024A) Middle East Asia- Europe, Americas, & Africa, Europe, 1% Pacific, Asia-Pacific, Americas
Slide 13: Tangible Project Underway Providing Future Upside
… and Tangible Project Underway Providing Future Upside 01 Borouge 4 is Poised to Capitalise on Borouge Group International’s Extensive and Global Sales Network Recontribution expected to be at cost(1) envisaged by end of 2026 when fully operational, and ✓ expected to be accretive to earnings and di
Slide 14: Advantaged Feedstock Costs in Middle East and North America
Advantaged Feedstock Costs in Middle East and North America, 02 and 1st Quartile Position in Europe Both Businesses Possess Advantages Brought about by their Position in Europe and North America Respectively Feedstock Consistently Well-Positioned Advantaged on European Cost-Curve Energy Prices L5Y A
Slide 15: Complementary Product Portfolios with Focus on Premium Grades
Complementary Product Portfolios with Focus on Premium 03 Grades … Access to Diverse Applications through Specialty and Premium Product Offering Complementary Demand Exposure Product Sales by Application (Polyolefins Sales Volumes in Tonnes, 2024A) Industrial, Transportation, Energy & Other, 2% Tran
Slide 16: Leading Technologies Enabled through Innovation-Led Strategy and R&D Focus
… Based on Leading Technologies Enabled through Innovation- 03 Led Strategy and R&D Focus … Ownership of Leading Innovation and R&D Capabilities in the Sector … Borouge Group Innovation International R&D Employees 100+ 550+ 150+ 800+ Patents(1) 1,800+ 12,200+ 2,500+ 16,500+ Technology Value Chain /
Slide 17: Generating Tangible Competitive Advantages
… Generating Tangible Competitive Advantages 03 Faster Roll-Out of New … in Applications where they … Leading to Premium Innovations … Create Most Value … Products and Higher Margins Shorter time to market for new Ability to marry the best solutions Innovative products and solutions products and fas
Slide 18: Ongoing Projects to Capture Upside from Sustainable and Circular Solutions
Ongoing Projects to Capture Upside from Sustainable 04 and Circular Solutions Strong Positioning in Chemicals and Mechanicals Recycling … … Combined with Product Innovations Supporting Customer Sustainability Targets BorcycleTM Renasci / Ecoplast / mtm Connersville BorlinkTM connecting offshore wind
Slide 19: Attractive Financial Profile
Attractive Financial Profile … 05 Pro-Forma EBITDA Pro-Forma Free Cash Flow(1) ($bn) ($bn) EBITDA Margin FCF/EBITDA (%) (%) 25% 35% 24% 19% 25% 26% 48% 77% 62% 49% 68% 61% 7.2 5.5 4.8 4.2 4.5 3.3 3.0 3.0 2.9 2.9 1.6 1.5 2020A 2021A 2022A 2023A 2024E 2020-24 Avg. 2020A 2021A 2022A 2023A 2024E 2020-24
Slide 20: Best-in-Class and Resilient Margins
… with Best-in-Class and Resilient Margins … 05 Superior Average Margin vs. Select Peers(1)… …Demonstrating Resilience Through-the-Cycle (2020A – 2024E Average EBITDA Margin) (2020A – 2024E Average EBITDA Margin Range) 35% 36% 26% 23% 31% 22% Peer Avg.: 16% 28% 19% 15% 23% 13% 19% 7% 19% 13% 16% 13%
Slide 21: Strong Foundations for the Future
… Strong Foundations for the Future … 05 Ramp-Up of Growth Project and Cycle Normalizations Expected to Increase Run-Rate EBITDA Meaningfully Expected Through-the-Cycle EBITDA Borouge & Borealis Nova Chemicals Borouge, Borealis & Nova Chemicals EBITDA Breakdown ($bn) Nova Chemicals Borouge & Boreali
Slide 22: Significantly Geared Towards Cycle Recovery
Significantly Geared Towards Cycle Recovery 05 Expected industry normalization of operating rates, prices and spreads in the mid-term Polyethylene spot prices (US$/t - 2020-2024)(1) Peak Trough Average 5 years Today Western Europe 2,280 833 1,399 1,228 NE Asia 1,200 655 953 855 North America 2,116 9
Slide 23: Significant Identified Potential Synergies of c.$500m p.a.
… and Significant Identified Potential Synergies of c.$500m p.a. 05 25-Year Track Record of Strategic Cooperation Between ADNOC and OMV will Ensure Smooth Synergy Realisation Synergies Drivers Synergy Implementation Plan Agreed Between ADNOC & OMV Improved geographical sales coverage Cross-selling o
Slide 24: Proposed Structure, Financial Highlights and Timeline
Proposed Structure, Financial Highlights and Timeline
Slide 25: Governance Structure
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) Equal governance rights between ADNOC and OMV. Supervisory Board comprising equal representatives ✓ from each shareholder(2); with
Slide 26: Proposed Steps
Proposed Steps All-share combination of Borouge & Borealis resulting in newly formed Borouge Group International 1 owned by ADNOC & OMV Primary injection by OMV of approximately €1.6bn(1) into Borouge Group International to equalise 2 ownership Acquisition of Nova, for an enterprise value of $13.4bn
Slide 27: Funding and Capital Structure
Funding and Capital Structure 05 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 ✓
Slide 28: Dividend Policy
Dividend Policy and Implications for Borouge Shareholders Transaction is Expected to be Immediately and Sustainably Accretive to Borouge DPS Implications for Borouge Shareholders Dividend Policy ✓ No changes to the Borouge existing dividend policy until the completion of the transaction 90% payout r
Slide 29: Expected Timeline
Expected Timeline Binding agreements in relation to the Completion of the all-share Discussions with SCA and ADX Key Next Steps proposed combination of Borouge around implementation steps and (if combination and acquisition of Nova and Borealis and acquisition of 100% is estimated in Q1 2026, subjec
Slide 30: Thank You
sy ae ge + VA BOREALIS + 9 NOVA Chemicals THANK YOU
Slide 31: Key Contacts
Key Contacts Tatiana Sergeevna Volochkovich Oliver Thompson Samar Khan Rehab Ateeq Senior Manager Vice President Vice President Vice President Group Strategic Investments Financial Communications Borouge Investor Relations Global Communications Tel: +971 2 707 2946 Tel: +971 2 707 5950 Tel: +971 2 7