ADNOC Distribution Q4 2024 MD&A – English – 11 February 2025

FourthQuarterandFull

Year2024Results

Management Discussion & Analysis Report

11 February 2025

ADNOC Classification: Public

Record EBITDA supported by strong volumes and growing contribution from non-fuel retail and international activities

In 2024, ADNOC Distribution demonstrated growth in EBITDA of 4.8% year-on-year to AED 3,855 million, while underlying EBITDA increased at a double-digit rate of 11.4% to AED 3,633 million. Net profit attributable to equity holders decreased by 7.0% to AED 2,420 million due to lower inventory gains, higher finance costs and introduction of the UAE corporate tax. Net profit excluding the tax impact increased by 2.4% year-on-year.

This financial performance was driven by the strong growth in fuel volumes (+8.7% year-on-year), an expanded retail fuel network (896 stations at the end of December 2024 compared to 840 stations in the same period last year), strong growth in non-fuel transactions (+10.2% year-on-year), record-high convenience store conversion rate in five years (26.1% in 2024 compared to 24.7% in the same period last year), and a growing contribution from international operations in KSA and Egypt. A strong balance sheet (net debt/EBITDA of 0.69x as of 31 December 2024) underpins the Company's future growth, aligned with the 2024-28 strategy endorsed by the Board of Directors and communicated during the February 2024 Investor Day.

Fuel business

In 2024, ADNOC Distribution achieved record fuel deliveries to its customers. Retail and commercial fuel volumes in the UAE and KSA increased by 7.6% year-on-year, reaching 11.87 billion liters, driven by sustained momentum in the region's economic growth and higher mobility. The introduction of new stations in Dubai and network upgrades in Saudi Arabia contributed to higher retail fuel volumes, resulting in a 6.8% increase to 7.71 billion liters in the UAE and KSA compared to 2023. Including operations in Egypt, ADNOC Distribution reported total fuel volume growth of 8.7% year-on-year to above 15 billion liters, with retail fuel volumes rising by 8.4% and commercial volumes by 9.2%.

Network expansion: In 2024, ADNOC Distribution further expanded its retail fuel activities by adding 29 new stations in the UAE, KSA and Egypt and exceeded its target of opening 15-20 new stations in 2024. In addition, the Company contracted 30 stations in KSA under CAPEX-light Dealer Owned-Company Operated (DOCO) model - they will soon start to operate under ADNOC Distribution brand further increasing the Company's presence in a large and dynamic Saudi market.

1. Domestically: ADNOC Distribution added 22 new stations in the UAE in 2024 to reach 551 stations in the home market, which compares to 529 stations at the end of 2023.

1. In Dubai, the Company opened 12 stations in 2024. 10 cater specifically to trucks, in partnership with Dubai's Road and Transport Authority (RTA). As a result, ADNOC Distribution's service station network in the emirate expanded to 56 stations at the end of the period, up by 27% from 44 stations at the end of 2023.

1. Internationally: ADNOC Distribution continued to execute on its plans in the Kingdom of Saudi Arabia, with three stations opened during 2024 (one existing station was returned during the period), taking the total network in the country to 70 stations at the end of the period, excluding DODO stations. The Company has revitalized and rebranded c.90% of its KSA stations as of the end of 2024. Including DOCO contracted stations, Company's network in KSA reached 100 stations, a c.50% increase compared to 2023.
   During 2024, the Company's assets in Egypt added four new service stations to the portfolio (two existing stations were closed during the period) and had 245 service stations at the end of the period. In addition, the Egypt portfolio comprised aviation fuel, lubricant and wholesale fuel operations as well as 140+ convenience stores, 200+ lube changing points and 130+ car wash locations.

1. Total network of ADNOC Distribution increased to 896 stations at the end of 2024 vs. 840 at the end of 2023

1. Network of fast and super-fastEV charging points more than quadrupled to 220 at the end of 2024 vs. 53 at the end of 2023.

4 | P a g e

ADNOC Classification: Public

Commercial segment: In 2024, commercial fuel volumes in GCC increased by 9.2% compared to 2023 to 4.16 billion liters driven by an increase of 10.6% year-on-year in corporate business volumes. This was a result of execution of new contracts signed in 2023 and 2024, as the Company has been proactively focusing on gaining market share in Dubai and Northern Emirates.

Commercial fuel volumes in Egypt increased by 9.2% compared to 2023 to 516 million liters. This was driven by a 34% year-on-year increase in aviation volumes to 221 million liters supported by the continued tourism growth and was partially attributable to the timing of consolidation of TotalEnergies Marketing Egypt.

Total number of export network countries in ADNOC Distribution's VOYAGER lubricants portfolio rose to 46 markets at the end of 2024 compared to 37 markets at the end of the same period last year. The Company is exploring opportunities to penetrate new growing lubricants markets through collaboration with leading partners worldwide.

In 2023 the Company launched ADNOC Voyager brand signature range of premium and OEM-approved automotive vehicle lubricants in Egypt through TotalEnergies Marketing Egypt. The products are available for the Egyptian consumers to purchase at ADNOC-branded service stations. Additionally, ADNOC Distribution signed a lubricant franchisee agreement with TotalEnergies Marketing Egypt and in 2024 started production of low and mid-tier lubricants in Egypt for local sale and export.

Non-fuel business - UAE

In 2024, ADNOC Distribution continued to execute its non-fuel retail strategy with dynamic marketing campaigns and customer-focused initiatives. The Company elevated the shopping experience with a modern retail environment, improved category management, fresh food, premium coffee and convenient digital ordering. ADNOC Distribution revitalized its ADNOC Oasis convenience stores to offer fresh food, barista-brewed coffee and an expanded menu. Today, 90% of the stores boast a new or refurbished look with superior category management.

The growth strategy involves leveraging advanced technologies like Artificial Intelligence. AI-driven initiatives, such as Fill and Go with computer vision license plate recognition, enhance the refuelling process and solidify ADNOC Distribution's position as a leader in innovation within the industry.

In 2024, the Company continued to develop its non-fuel offerings launching in the UAE 17 new convenience stores (3 were closed during the period), including 5 stand-alone stores to capture opportunities for non-fuel retail growth outside service stations and expand outreach of the Oasis value proposition. In addition, ADNOC Distribution launched 5 car wash tunnels, which have significantly greater capacity than conventional facilities. C.50% of existing automatic car wash facilities were upgraded, with a focus on Tier-1 best performing car washes. Both initiatives provided strong support to the car wash business which posted the highest year-on- year growth in gross profit among all non-fuel retail verticals in 2024.

ADNOC Distribution increased the number of its vehicle inspection centres in the UAE to 35 following an addition of one new centre between end of 2023 and end of 2024. The number of vehicles inspected (fresh tests) in the Company's vehicle inspection centres increased by 20.4% in 2024 year-on-year, driven by an increase of the number of vehicle inspection centres, introduction of new services and supported by marketing and promotions.

In its property management business, at the end of December 2024 ADNOC Distribution had 1,151 occupied and awarded properties for rent, which implies an increase of 12.5% or 128 units compared to the end of December 2023. During the year, the Company opened 39 properties that operate under recognised international and local brands including McDonald's, Dunkin' Donuts, Domino's Pizza, Starbucks, Al Baik and others. These anchor brands bring additional footfall to ADNOC Distribution service stations and transform them into destinations of choice. Furthermore, at the end of 2024 ADNOC Distribution operated 12 Burger King restaurants under a franchise model (2 of them were opened outside the stations network), improving the yield on its property by 2.5x vs. conventional rental model.

5 | P a g e

ADNOC Classification: Public

ADNOC Rewards loyalty program and customer focus

ADNOC Distribution is committed to putting customers at the heart of what it does to redefine the experience at service stations. ADNOC Rewards loyalty program welcomed more than 350,000 new members over the twelve months ending 31 December 2024, including over 100,000 new members in Q4 2024 alone. The members enrolled in the program reached 2.3 million at the end of 2024, an increase of 18.5% year-on-year.

Under the ADNOC Rewards loyalty program, over 120 partners provide deals and discounts through the ADNOC Distribution app. Each of ADNOC Rewards tiers: SILVER, GOLD, and PLATINUM - delivers an expanded suite of exciting benefits and offers to customers.

As part of the loyalty programme, the Company offers its customers promotions in-store, and a range of initiatives that include linking ADNOC Rewards across service station purchases and allowing customers to earn and redeem points against valuable offerings - in fuel, lube change services, convenience store and car washes. This has helped increase footfall and drive sales in the food and beverage category.

OPEX

ADNOC Distribution cash OPEX increased in 2024 by 8.5% year-on-year to AED 2,409 million which is partially explained by a one-off cost of AED 33 million vs. a one-off gain of AED 77 million in 2023. Excluding the impact of the one-off items, 2024 cash OPEX increased by only by 3.4% year-on-year to AED 2,376 million, while the Company's operations and associated costs expanded.

In particular, the number of stations in the UAE and KSA increased by 4% at the end of 2024 compared to the end of 2023, excluding the addition of DOCO stations in KSA. Furthermore, in 2024 ADNOC Distribution recorded additional costs associated with the assets in Egypt due to the timing of consolidation of TotalEnergies Marketing Egypt.

In 2024, the Company achieved like-for-like OPEX savings of AED 66 million, on track to reduce like-for-like OPEX by up to AED 184 million ($50 million) in 2024-28.

Efficient capital allocation

In line with the plans to continue with its expansion strategy, ADNOC Distribution invested (including accruals/provisions) AED 1,073 million in 2024, of which nearly 60% spent on service station projects. The Company accelerated by a third its investments in technology infrastructure to AED 122 million.

ADNOC Distribution has demonstrated a proven track-record of value creation since IPO, by pursuing new opportunities in domestic and international markets and allocating cash towards growth. Through efficient capital allocation, the Company has consistently achieved healthy rates of return, including Return on Capital Employed (ROCE) of 28.8% in 2024 (26.3% in 2023) and Return on Equity (ROE) of 80.9% in 2024 (74.9% in 2023) - both return metrics representing record levels for ADNOC Distribution.

In 2024, the Company generated free cash flow of AED 2,775 million, a reduction of 31.0% year-on-year due to lower impact of working capital changes. Excluding the effect of working capital changes, in 2024 the free cash flow increased by 2.2% vs. 2023 to AED 2,722 million.

At the end of December 2024, the Company maintained a strong financial position with liquidity of AED 5.7 billion in the form of AED 2.9 billion in cash and cash equivalents and AED 2.8 billion in unutilized credit facility. The balance sheet remained strong following distribution of the final 2023 dividend in April and interim 2024 dividend in October with a net debt to EBITDA ratio of 0.69x as of 31 December 2024 vs. 0.62x as of 31 December 2023.

6 | P a g e

ADNOC Classification: Public

Early adoption of amendments to IAS 21 - Lack of exchangeability

ADNOC Distribution adopted amendments to IAS 21 in relation to operations of its subsidiary based in Egypt. The EGP was considered to lack of exchangeability from the beginning of the period until 5 March 2024, and the subsidiary has been unable to convert its functional currency from Egyptian banks to settle its foreign currency obligations. The lack of exchangeability of the EGP was restored effective 6 March 2024. In accordance with the requirements of the amendment, the subsidiary has revalued its net foreign monetary liabilities as at 31 December 2023 at the rate available on 6 March 2024 which is the most recent date reflecting the ending of the lack of exchangeability in Egypt, as a basis for implementation. Accordingly, the Group recorded an adjustment of AED 68 million to the opening balance of its retained earnings and Non-controlling interests in respective proportions of ownership.

Taxation - OECD Pillar Two model rules

The Organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting published the Pillar Two model ("Pillar Two") rules designed to address the tax challenges arising from the digitalisation of the global economy.

On 9th December 2024, the UAE announced, it will implement a "Domestic Minimum Top-up Tax" (DMTT) effective from 1 January 2025. As the UAE has only recently published the relevant regulations, the Group is currently reviewing the impact of the overall Pillar Two tax position and does not anticipate material exposure.

Eng. Bader Al Lamki - Chief Executive Officer:

"ADNOC Distribution's strong performance in 2024 underscores our strategic focus on delivering value for both our customers and shareholders. By driving operational efficiency, embracing digital transformation, and expanding our market presence, we are well-positioned to achieve the ambitious goals of our five-year strategy. Looking ahead, we are confident in sustaining robust growth and unlocking new opportunities both domestically and internationally."

7 | P a g e

ADNOC Classification: Public

Outlook: Growth momentum to sustain in 2025 and beyond

ADNOC Distribution represents an attractive investment opportunity, supported by continued growth of business and appealing shareholder distributions. Strong execution is demonstrated by a delivery on a critical commitment to capital markets of generating in excess AED 3.68 billion ($1 billion) EBITDA in 2023 followed by an increase to a new record level of AED3.86 billion in 2024. Underlying EBITDA and net profit, which exclude the effects of inventory movements, one-off items and the UAE corporate income tax, demonstrated double-digit growth in 2024 versus prior year.

ADNOC Distribution expects solid outlook for 2025 and beyond, underpinned by volume growth momentum, strong consumer confidence, higher contribution of non-fuel retail and international activities, and further efficiency enhancements.

In its quest to futureproof the business, ADNOC Distribution continues to explore further growth opportunities in mobility and lifestyle as well as new revenue streams created through energy transition. The Company is developing fast and superfast EV charging infrastructure across its network in the UAE in a disciplined manner. ADNOC Distribution continues to explore value-accretive domestic and international expansion opportunities, including new markets - to generate additional value for the shareholders.

Supportive macroeconomic environment

ADNOC Distribution's growth ambitions are underpinned by a solid macroeconomic backdrop:

1. In 9M 2024, Abu Dhabi GDP increased by 3.9% year-on-year, including by 4.5% in Q3 2024, the fastest pace of growth recorded in the emirate since Q4 2022. This was driven by the growth of non-oil economic activities which expanded in 9M 2024 by 5.9% year-on-year, including by 6.6% in Q3 2024. Non-oil activities represented 54% of the Abu Dhabi economy in Q3 2024. The fastest-growing sector was transport and storage which expanded by 18% year-on-year, followed by financial and insurance sector (+11.6%), construction (+10.0%) and real estate (+6.1%). Another strong signal of growth in economic activity is that Abu Dhabi airports reported a 28.1% increase in passenger traffic in 2024 year-on-year to 29.4 million passengers compared to 22.9 million in 2023.

1. Dubai's economy expanded by 3.1% year-on-year in 9M 2024, including by 2.9% in Q3 2024. Transport and storage continued strong growth, rising by 5.3% in 9M 2024. Wholesale and retail trade, which represented a quarter of Dubai's real GDP in 2023, expanded by 2.9% while financial services by 4.5%, manufacturing by 2.3% and real estate activities by 3.6% in 9M 2024 year-on-year. In 2024, international visitor numbers in Dubai reached 18.7 million, up 9% year-on-year. The growth was supported by hotel indicators: hotels occupancy levels increased to 78% in 2024 compared to 77.4% in the same period last year. In full year 2024, Dubai International Airport saw passenger traffic growing by 6.1% year-on-year to a new record of 92.3 million, surpassing the previous record of 89.1 million set in 2018.

1. IMF estimates that the UAE GDP increased by 3.7% in 2024 and will grow by 4.5% in in the medium term. This is the highest rate among the GCC economies for which IMF sees 2025-29 growth at an average rate of 3.7%. It expects the UAE GDP growth to remain healthy at around 4% in 2025, despite lower-than- expected oil production related to OPEC+ agreements with non-hydrocarbon activity boosted by tourism, construction, public expenditure, and continued growth in financial services.

1. At the end of December 2024, the UAE Central Bank maintained its forecast for the country's 2024 real GDP growth at 4.0% in light of expected improvements in the oil sector, with expectations of acceleration to 4.5% in 2025 and 5.5% in 2026. The non-oil component of GDP is expected to grow by 4.9% in 2024 and by 5.0% in 2025, driven by tourism, transportation, financial and insurance services, construction and real estate, and communications sectors.

8 | P a g e

ADNOC Classification: Public

Beyond the strong macroeconomic indicators, business activity expansion has translated into higher traffic and improved consumer confidence across the UAE resulting in higher fuel volumes and number of fuel and non- fuel transactions for ADNOC Distribution in 2024. Leveraging on its leadership position in the UAE, customer focus and best-in-class mobility and lifestyle experience, the Company has grown its fuel volumes at a faster rate than the country's GDP growth, increasing 2024 retail fuel volumes in the GCC markets by 6.8% and commercial volumes by 9.2% year-on-year.

Navigating towards 2028 ambition with a strong progress in 2024

During Investor Day in February 2024, ADNOC Distribution unveiled key strategic initiatives and focus areas. The Company is prioritizing innovation and enhancing customer experience in line with its strategic objectives. The focus on seamless customer journeys through digital solutions and hyper-personalization will drive improved brand engagement and increased footfall. ADNOC Distribution is scaling up its portfolio of low-carbon energy solutions including biofuels, EV and hydrogen to support de-carbonization of the transport industry and is expanding its non-fuel retail offerings.

ADNOC Distribution aims to deliver earnings growth in 2024-28 through identified key strategic initiatives, including: growing the number of non-fuel transactions by 50%, increasing the number of fast and super-fast EV charging points by 10-15x by 2028 compared to the end of 2023, reducing like-for-like OPEX by up to AED 184 million ($50 million) over a 5-year period, and growing the network of service stations to ~1,000 by 2028.

ADNOC Distribution has successfully navigated towards 2028 ambition with a strong progress in 2024:

1. Number of non-fuel transactions: 10.2% growth year-on-year

1. Number of fast and super-fast EV charging points: more than 4x growth compared to the end 2023

1. Like-for-likeOPEX savings: AED 66 million

1. Network of service stations: 896

1. Additionally, in 2024 the Company demonstrated progress across key non-fuel retail verticals: growing the number of convenience stores (+4% year-on-year), barista-prepared drinks (+33%), number of car washes (1.1x growth), number of oil changes (1.1x growth) as well as launched 12 franchise operations in 2023-24 that had 2.5x higher yield on property vs. conventional rental model.

Fuel business

New stations: after exceeding the 2023 target of opening 25-35 stations by adding 41 new stations, ADNOC Distribution again exceeded its target to add 15-20 stations to its network in 2024 by opening 29 new stations and contracting 30 new stations in KSA. The Company targets to open 40-50 stations in 2025, exceeding its previous targets, including 30-40 stations in KSA under CAPEX-light DOCO model.

Saudi Arabia: with a fully operational team on the ground, the Company is nearing revitalization and rebranding of the KSA network. ADNOC Distribution accelerated growth on a large and attractive KSA market by contracting 30 stations under DOCO model, which are currently under development. The new stations will operate under ADNOC Distribution brand following the upgrade.

Egypt: ADNOC Distribution's acquisition of a 50% stake in TotalEnergies Marketing Egypt in Q1 2023 reaffirmed the Company's commitment to expanding business in attractive international growth markets. Egypt's retail fuel, lubricants and aviation markets are highly attractive with a potential for future growth. Ten service stations were re-branded to ADNOC in Cairo during 2023 and 2024.

The Company started blending ADNOC Voyager lubricants in Egypt in 2024, with the intention of making the country a regional export hub.

Renewal of the Refined Products Supply Agreement: at the beginning of 2023, ADNOC Distribution successfully renewed its supply agreement with ADNOC in the UAE for a new five-yearterm, reaffirming the Company's strong value proposition driven by predictable margins and highly cash generative core business. The renewal also demonstrated strong and ongoing support from the majority shareholder, ADNOC.

9 | P a g e

ADNOC Classification: Public

Non-fuel business

ADNOC Distribution focuses on extracting additional growth and value by sweating the assets, providing enhanced customer experience and shifting capital towards mobility and lifestyle. The Company's convenience store revitalization programme has ensured that ADNOC Distribution is positioned to capitalize on benefits of its customer-centric initiatives and generates consistent growth in its convenience stores business.

By offering a modern shopping environment and a better assortment of products to customers, including fresh food and premium coffee, bundle offers and digital channels to order and transact, the Company is transforming its stations into destinations of choice.

ADNOC Distribution continued to develop its non-fuel offerings in 2024 launching 17 new convenience stores, including 5 stand-alone stores, and 5 car wash tunnels - which have significantly greater capacity than conventional facilities - with plans to open additional car wash tunnels over the course of 2025.

In its property management business, the Company aims to double the number of property units occupied by top international and regional food & beverage brands across its network by the end of 2025 vs. 2023.

Operating and investment efficiency

ADNOC Distribution aims to become one of the leading cost-efficient fuel retailers and remains on track to reduce structural costs, make its operations leaner and more efficient. The key drivers for OPEX savings include optimization, with the more efficient deployment of staffing levels for stations and convenience stores, energy efficiency through smart technology, outsourcing of logistics, centralization of key functions, etc.

AI & futureproofing of business

I/ Technology

As a core part of its growth strategy, ADNOC Distribution is actively pursuing more than 20 AI-focused projects by integrating AI and advanced technologies across all business segments, empowering data-driven decision- making to drive growth, enhance operational efficiency and elevate customer experience.

The Company is continuously working on enhancing customer experience through innovation and digital transformation. Fill & Go technology is the region's first AI-personalized experience introduced by ADNOC Distribution. It leverages the latest advancements in computer vision and machine learning to offer a hyper- personalized seamless refuelling process.

Using innovative Fuel Demand AI Model, ADNOC Distribution employs predictive demand analytics to optimize fuel delivery across its network. The model offers fuel forecast accuracy exceeding 95%, far surpassing conventional methods averaging 60%, resulting in reduced fuel inventory runout.

Additionally, with the improved fuel demand forecast accuracy the Company's supply chain fleet reduced total fuel truck emissions by 10% through improved delivery timing efficiencies.

II/ Rollout of Electric Vehicles (EV) charging infrastructure

ADNOC Distribution is committed to futureproofing its business through a disciplined rollout of profitable fast and super-fast EV charging points. The chargers are installed across the Company's service stations and dedicated mobility hubs at strategic locations in the UAE to address current EV charging demand and offer enhanced customer value proposition. The rollout of chargers is calibrated on a quarterly basis, depending on the actual EV uptake and using best-in-class technology.

ADNOC Distribution has made significant progress in expanding its network of EV charging points across the UAE, as part of its strategy to meet the growing demand for e-mobility solutions. As of end of 2024, the Company had 220 EV charging points, more than quadrupling their number from the end of 2023. The network offers fast and super-fast EV charging options, covering key highways and urban areas. ADNOC Distribution aims to further increase its network by c.100 EV charging points by the end of 2025, cementing its position as a leader in the growing On-the-Go EV charging market.

10 | P a g e