Borouge ADX Prospectus EN

This is a non-certified translation of the original Arabic version of the Prospectus. This English version is provided for convenience only and does not constitute a legal document. Subscribers should only rely on the Arabic version of the Prospectus. In the case of any discrepancies or omissions, the Arabic version of the Prospectus shall prevail.

OFFER TO SUBSCRIBE FOR SHARES IN A FREE ZONE COMPANY IN A PUBLIC SUBSCRIPTION IN THE UAE ONLY

Prospectus for the Public Offering of Shares in

BOROUGE PLC (AN ABU DHABI GLOBAL MARKET (“ADGM”) FREE ZONE PUBLIC COMPANY LIMITED BY SHARES) (the “Company”)

Dated: 18 May 2022

This is the prospectus (the “Prospectus”) for the sale, in a public subscription in the United Arab Emirates (the “UAE”) only, of 3,005,769,158 ordinary shares with a nominal value of USD 0.16 (being equivalent to AED 0.59) each (the “Offer Shares”) of the Company by the Company’s shareholders, Abu Dhabi National Oil Company (“ADNOC”) and Borealis Middle East Holding GmbH (“BMEH”), a wholly owned subsidiary of Borealis AG (“Borealis”), (each a “Selling Shareholder” and together, the “Selling Shareholders”), representing 10% of the total issued share capital of the Company. The Selling Shareholders reserve the right to amend the size of the Offering at any time prior to the end of the subscription period at their sole discretion, taking into account the percentages specified for each tranche in this prospectus, and subject to applicable laws of the UAE and the approval of the Securities and Commodities Authority of the UAE (“SCA”). The offer price will be in AED and determined based on the offer price range (the “Offer Price Range”), which will be announced in a listing announcement that will be published on the first day of the Offer Period on 23 May 2022. The Offer Shares will be duly and validly issued as at the date of listing (the “Listing”) of the Offer Shares on the Abu Dhabi Securities Exchange (the “ADX”).

The final offer price (the “Final Offer Price”) and the final offering size will be announced after the closing of the subscription of the Second Tranche. Please refer to the section on the Final Offer Price in the first section of this Prospectus which sets out a description of how the Final

Offer Price will be calculated.

Except in the UAE, no action has been taken or will be taken in any jurisdiction that would permit a public subscription of the Offer Shares pursuant to this Prospectus or the possession, circulation or distribution of this Prospectus. Accordingly, the Offer Shares may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offering material or advertisement or other document or information in connection with the Offer Shares be distributed or published, in or from any jurisdiction except in compliance with any applicable rules and regulations of any such jurisdiction.

Given that the Company is an ADGM company, it is subject to the ADGM Companies Regulations 2020 (as amended) (the “Companies Regulations”) and other applicable laws and regulations in the ADGM. The ADGM Registration Authority is responsible for the supervision and regulation of all public companies incorporated in the ADGM, including the Company, in relation to compliance with the Companies Regulations. The Company is not subject to UAE Federal Law By Decree No. 32 of 2021 concerning commercial companies (as amended). The SCA is not responsible for the content of this Prospectus or the information contained herein..

Investment in the Offer Shares involves a high degree of risk. Prospective Subscribers for Offer Shares should carefully read the “Investment Risks” section of this Prospectus to inform

themselves about factors that should be considered before investing in the Offer Shares.

Offer Period

The Offer Period for the First Tranche and Third Tranche (each as described in this Prospectus) starts on 23 May 2022 and is expected to close on 28 May 2022. The Offer

Period for the Second Tranche (as described in this Prospectus) starts on 23 May 2022 and is expected to close on 30 May 2022

This is the initial public offering (the “Offering”), of 3,005,769,158 Offer Shares in the capital of the Company, a public company limited by shares incorporated in the Abu Dhabi Global Market, which are being offered for sale by the Selling Shareholders. The Offer Shares are being offered for subscription by the Selling Shareholders in a public offering whereby the Final Offer Price will be determined through the application of a book building process, where a subscription orders ledger will be created through the subscription orders made only by the Second Tranche Subscribers.

If all of the Offer Shares are subscribed for and allocated, the Offer Shares will represent 10% of the total issued ordinary shares in the capital of the Company (the “Shares”) (this percentage has been calculated based on the total number of Shares in the share capital of the Company). The Selling Shareholders reserve the right to amend the size of the Offering at any time prior to the end of the subscription period at their sole discretion, taking into account the percentages specified for each tranche in this prospectus, and subject to applicable laws and the approval of the SCA. Prior to this Offering, the Shares have not been listed on any financial market and there has been no public market for the Shares.

Following the closing of the Offer Periods in respect of the First Tranche, the Second Tranche and the Third Tranche and accepting the subscription for Shares, the Company will apply to list its Shares on the ADX.

Date of the SCA’s approval of this Prospectus: 13 May 2022. This Prospectus contains data that has been submitted in accordance with the rules for issuance and disclosure issued by the SCA and this Prospectus has been approved by the SCA on 13 May 2022 under number 724/2022. However, the SCA’s approval of this Prospectus does not constitute an endorsement of the feasibility of any investment in the Offer Shares or a recommendation to subscribe for the Offer Shares; the approval only confirms that this Prospectus contains the minimum information required in accordance with the applicable rules issued by the SCA with respect to prospectuses. The SCA is not responsible for the accuracy, completeness or adequacy of the information contained in this Prospectus and the SCA does not bear any responsibility for any damages or losses incurred by any person as a result of relying on this Prospectus or any part of it. The members of the Company’s board of directors, jointly and severally, bear full responsibility regarding the validity of the information and data contained in this Prospectus, and they confirm, to the extent of their knowledge and belief, and subject to due diligence and after conducting reasonable enquiries, that there are no other facts or material information which were not included in this Prospectus that renders any statement contained therein misleading to the Subscribers or which may influence their decision to invest.

Method of sale of the Offer Shares in a public subscription:

The Offer Shares represent 3,005,769,158 Shares which will be sold by the Selling Shareholders in a public offering whereby the Final Offer Price will be determined through the application of a book building process and where a subscription orders ledger will be created through the subscription orders made only by the Second Tranche Subscribers. The Selling Shareholders reserve the right to amend the size of the Offering at any time prior to the end of the subscription period at their sole discretion, taking into account the percentages specified for each tranche in this prospectus, and subject to the applicable laws of the UAE and the SCA’s approval.

In creating the subscription orders ledger, the Offer Shares subscribed by the Second Tranche Subscribers will constitute the Offer Shares used in calculating the Final Offer Price of each Offer Share. In order for the subscription to succeed, the subscription percentage of the Second

Tranche Subscribers must not be less than 60%, and the subscription percentage of First Tranche and Third Tranche Subscribers must not be more than 40%, of the Offer Shares in aggregate.

If the First Tranche is not subscribed for in full, the remaining Offer Shares will be allocated to the Second Tranche. If the Third Tranche is not subscribed for in full, the remaining Offer Shares will be allocated to the First Tranche. The Receiving Banks commit to refund the oversubscription amounts received from First Tranche and Third Tranche Subscribers for the Offer Shares and any accrued returns /profit on such amounts from one day after the subscription closing until one day prior to the refund to the First Tranche and Third Tranche Subscribers, provided that the refund is made within five working days from the date on which all allocations of Offer to all tranches are determined.

The Selling Shareholders may not, whether directly or indirectly or through their subsidiaries, subscribe for any of the Offer Shares.

Book Building Mechanism Book building is a mechanism carried out during the Offering which assists in determining the Final Offer Price. The book building process comprises these steps: 1. The company whose shares are to be listed hires one or more investment banks who are

tasked with assisting the company in determining the price range at which the shares can be sold.

2. The appointed investment banks invite certain qualified investors, typically institutional and sophisticated investors and fund managers, to submit bids for the number of shares that they are interested in buying and the prices that they would be willing to pay for such shares. The qualified investors’ bids are recorded in a register specifically for recording the subscription orders for the shares being offered.

3. The book is “built” by listing and evaluating the aggregated demand for the share offer from the submitted bids. The investment banks analyse the subscription orders register from qualified investors and, based on that analysis, determine with the company and its selling shareholder(s) the final price for the shares, which is termed the final offer price.

4. Shares are then allocated to the accepted qualified investor bidders, at the discretion of the company and its selling shareholder(s).

Listing Advisor

First Abu Dhabi Bank PJSC has been appointed as the Listing Advisor of the Company (in accordance with the requirements for that role as described in Article 3(7) of the Offering Regulations) for a period of twelve (12) months from the date of Listing.

A list of further definitions and abbreviations is provided in the “Definitions and Abbreviations” Section of this Prospectus.

Tranche Structure

A. First Tranche

The First Tranche offer will be made pursuant to this Prospectus, 10% (ten per cent) of the Offer Shares, representing up to 300,576,916 (three hundred million five hundred and seventy six thousand nine hundred and sixteen) Shares, are allocated to the First Tranche. Each subscriber in the First Tranche will be guaranteed a minimum allocation of 1,000 Shares. The First Tranche is restricted to the following persons:

Individual Subscribers

Natural persons (including Assessed Professional Investors (as described under the Second Tranche who do not participate in the Second Tranche or Third Tranche)) who

hold an NIN with the ADX and have a bank account (except for any person who is resident in the United States within the meaning of the US Securities Act 1933, as amended (the “US Securities Act”). There are no other citizenship or residence requirements to qualify as an Individual Subscriber.

Minors are permitted to apply for Offer Shares in accordance with the procedures applied by the Receiving Banks and the laws in force in this regard.

Other investors

Other investors (companies and establishments) who do not participate in the Second Tranche or Third Tranche and who have a bank account (except for any person who is resident in the United States within the meaning of the US Securities Act, as amended).

All First Tranche Subscribers must hold a NIN with the ADX.

The Selling Shareholders reserve the right to amend the size of the First Tranche at any time prior to the end of the subscription period at their sole discretion, subject to the applicable laws of the UAE and the approval of the SCA. Any increase in the size of the First Tranche will result in a corresponding reduction in the size of the Second Tranche and/or the Third Tranche (as applicable), provided that the subscription percentage of the subscribers in the Second Tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche and Third Tranche does not exceed 40% of the Offer Shares in aggregate.

If all of the Offer Shares in the First Tranche are not fully subscribed, the unsubscribed Offer Shares will be made available to Second Tranche Subscribers, or alternatively (in consultation with the SCA) the Selling Shareholders may (i) extend the Closing Date for the First Tranche, the Second Tranche and the Third Tranche or (ii) close the Offering at the level of subscriptions received.

The minimum application size for subscribers in this Tranche is AED 5,000 with any additional application to be made in increments of at least AED 1,000. Each subscriber in the First Tranche will be guaranteed a minimum allocation of 1,000 Shares.

There is no maximum application size for Subscribers in this First Tranche.

B. Second Tranche

The Second Tranche offer will be made pursuant to the Second Tranche Document. 88% (eighty eight per cent) of the Offer Shares, amounting to up to 2,645,076,859 (two billion six hundred and forty five million seventy six thousand eight hundred and fifty nine) Shares are allocated to the Second Tranche, which is restricted to “Professional Investors” (as defined in the SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)), which specifically include those investors which can be categorised in the following manner:

Professional Investors

(i) “Deemed Professional Investors”, which include:

a. international corporations and organisations whose members are state, central banks or national monetary authorities;

b. governments, government institutions, their investment and non-investment bodies and companies wholly owned by them;

c. central banks or national monetary authorities in any country, state or legal authority;

d. capital market institutions licensed by the Authority or regulated by a supervisory authority equivalent to the Authority;

e. financial institutions;

f. regulated financial institutions, local or foreign mutual investment funds, regulated pension fund management companies and regulated pension funds;

g. any entity whose main activity represents investment in financial instruments, asset securitisation or financial transactions;

h. any company whose shares are listed or accepted to trade in any market of an IOSCO member country;

i. a trustee of a trust which has, during the past 12 months, assets of AED 35,000,000 or more;

j. licensed family offices with assets of AED 15,000,000 or more;

k. joint ventures and associations which have or had, at any time during the past two years, net assets of AED 25,000,000 or more (excluding partner and shareholder loans); and

l. a body corporate who fulfils (on the date of its last financial statements) a “large undertaking” test, whereby it fulfils at least two of the following requirements:

i. holds total assets of AED 75,000,000 or more (excluding short-term liabilities and long-term liabilities);

ii. has a net annual revenue of AED 150,000,000 or more; or

iii. an aggregate total of cash and investments on its balance sheet; or its total equity (after deducting paid up share capital), is not less than AED 7,000,000;

(ii) “Assessed Professional Investors”, which include:

a. a natural person who owns net assets, excluding the value of their main residence, of not less than AED 4,000,000 (a “HNWI”);

b. a natural person who is:

i. approved by the Authority or a similar supervisory authority;

ii. an employee of a licensed entity or a regulated financial institution who has been employed for the past two years;

iii. assessed to have sufficient knowledge and experience in respect of the relevant investments and their risks (following a suitability assessment); or

iv. represented by an entity licensed by the Authority;

c. a natural person (the “account participant”) with a joint account for investment management with a HNWI (the “main account holder”), provided that each of the following conditions is satisfied:

i. the account participant must be an immediate or second degree relative of the main account holder;

ii. the account is used to manage the investments of the main account holder and its subscribers; and

iii. written confirmation is obtained from the subscriber (i.e. the account participant) confirming that investment decisions relating to the joint investment account are made on their behalf by the main account holder;

d. special purpose vehicles and trusts established for the purpose of managing an investment portfolio of assets for a HNWI; and

e. an undertaking which satisfies the following requirements:

i. it maintains an aggregate total of cash and investments on its balance sheet or total equity (after deducting paid up share capital), of no less than AED 4,000,000;

ii. it is assessed to have sufficient knowledge and experience in respect of the relevant investments and their risks (following a suitability assessment); or

iii. it has a controller (e.g. a person controlling the majority of the shares or voting rights in the relevant undertaking or possesses the ability to appoint or remove the majority of the relevant undertaking’s board of directors), a holding or subsidiary company or a joint venture partner that meets the definition of a Deemed Professional Investor or an Assessed Professional Investor,

who, in each case, have been approved by the Company and the Selling Shareholders, in consultation with the Joint Lead Managers (excluding HSBC Bank Middle East Limited in connection with any Offering to natural persons) and to which the following characteristics apply: (a) a person in the United States who is a qualified institutional buyer (“QIB”), as defined in Rule 144A under the US Securities Act (“Rule 144A”) and to whom an offer can be made in accordance with Rule 144A, (b) a person outside the United States to whom an offer can be made in reliance on Regulation S under the US Securities Act, (c) a person in the DIFC to whom an offer can be made in accordance with the Markets Rules (MKT) Module of the DFSA Rulebook, and made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (COB) Module of the DFSA Rulebook and who are not natural persons, or (d) a person in the ADGM to whom an offer can be made in accordance with the Financial Services Regulatory Authority (the “FSRA”) Financial Services and Markets Regulations (the “FSMR”) and the FSRA Market Rules and made only to persons who are “Authorised Persons” or “Recognised Bodies” (as such terms are defined in the FSMR) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated.

All Second Tranche Subscribers must hold a NIN with the ADX.

If all of the Offer Shares in the Second Tranche are not fully subscribed, then the Offer will be withdrawn.

The minimum application size for the subscribers in the Second Tranche is AED 5,000,000.

There is no maximum application size for subscribers in the Second Tranche.

C. Third Tranche

The Third Tranche offer will be made pursuant to this Prospectus, 2% (two per cent) of the Offer Shares, representing 60,115,383 (sixty million one hundred and fifteen thousand three hundred and eighty three) Shares are allocated to the Third Tranche. Each subscriber in the Third Tranche will be guaranteed a minimum allocation of 1,000 Shares. The Third Tranche is restricted to the following persons:

Natural persons (including Assessed Professional Investors (as described under the Second Tranche)), who have a bank account and do not participate in the First Tranche and who are;

Employees of the ADNOC Group Companies residing only in the UAE;

Retired employees of the ADNOC Group Companies, Borealis, ADP and PTE who are UAE nationals (“UAE National Retirees”) (except for any person who is resident in the United States within the meaning of the US Securities Act, as amended). Other than retired employees of the ADNOC Group Companies, Borealis, ADP and PTE being UAE nationals and non-US residents, there are no other citizenship requirements;

Employees of Borealis residing only in the UAE;

Employees of ADP residing only in the UAE; or

Employees of PTE residing only in the UAE.

If all of the Offer Shares in the Third Tranche are not fully subscribed for, the unsubscribed Offer Shares will be available to the First Tranche Subscribers, or alternatively (in consultation with the SCA) the Selling Shareholders may (i) extend the Closing Date for the First Tranche, the

Second Tranche and the Third Tranche and/or (ii) close the Offering at the level of subscriptions received.

The Selling Shareholders reserves the right to increase the size of the Third Tranche at any time prior to the end of the subscription period at its sole discretion, subject to the approval of the SCA. Any increase in the size of the Third Tranche will result in a corresponding reduction in the size of the First Tranche and/or the Second Tranche (as applicable), provided that the subscription percentage of the subscribers in the Second Tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche and Third Tranche does not exceed 40% of the Offer Shares in aggregate. All Third Tranche Subscribers must hold a NIN with the ADX.

The minimum application size for subscribers in this Tranche is AED 5,000 with any additional application in increments of at least AED 1,000. Each subscriber in the Third Tranche will be guaranteed a minimum allocation of 1,000 Shares.

There is no maximum application size for subscribers in this Tranche.

Every Subscriber must hold a NIN with ADX and a bank account number in order to be eligible to apply for Offer Shares. Subscribers may apply for Offer Shares in only one Tranche. In the event a person applies for Offer Shares in more than one Tranche, the Receiving Banks and the Joint Lead Managers may disregard one or both of such applications.

The approval of the Authority has been obtained for publication of the prospectus for the sale of the Offer Shares in a public subscription in the UAE (outside the ADGM and the DIFC). Other than in the ADGM, the Shares have not been registered with any other regulatory authority in any other jurisdiction.

The publication of the Arabic version of this Prospectus has been approved by the Authority.

A copy of the offering document for the Second Tranche (in English only), referred to as the “Second Tranche Document”, which was not reviewed, endorsed or approved by the Authority, will be available at www.borouge.com/IPO. No information contained in, or referred to in, the Second Tranche Document, forms part of, or is incorporated into, this Prospectus.

This Prospectus was issued on 18 May 2022.

This Prospectus is available on the website of the Company at www.borouge.com/IPO.

Name and Contact Details of the Offer Participants

Joint Lead Managers

HSBC Bank Middle East Limited

HSBC Tower, Floor 17, Downtown Dubai

P.O. Box 66

Dubai, United Arab Emirates

First Abu Dhabi Bank PJSC

FAB Building,

Khalifa Business Park, Al Qurm District

P.O. Box 6316

Abu Dhabi, United Arab Emirates

Lead Receiving Bank

FAB Building

Khalifa Business Park, Al Qurm District,

P.O. Box 6316

Receiving Banks

Al Maryah Community Bank

454 Shakhbout Bin Sultan St., P.O. Box 111485

Abu Dhabi Commercial Bank PJSC

Shaikh Zayed Street P.O. Box 939

Abu Dhabi Islamic Bank PJSC

Shaikh Rashid bin Saeed Street

P.O. Box 313

Listing Advisor

FAB Building

Khalifa Business Park, Al Qurm District,

P.O. Box 6316

IPO Subscription Legal Counsel

Legal advisor to the Company as to ADGM, English, UAE and US law

Shearman & Sterling LLP

Etihad Towers, Office Building No. 3, 21st

Floor,

Legal advisor to the Company as to UAE law

Al Tamimi & Company

Al Sila Tower, 26th Floor, Abu Dhabi Global

Market Square, Al Maryah Island

P.O. Box 44046

El Corniche Street,

P.O. Box 2948

Legal advisor to the Joint Lead Managers as to English and US law

Allen & Overy LLP One Bishops Square

London E1 6AD United Kingdom

Legal advisor to the Joint Lead Managers as

to ADGM and UAE law

Allen & Overy LLP

5th Floor

Al Mamoura Building B

Muroor Road

P.O. Box 7907

Abu Dhabi, UAE

Auditors of ADP

For the year ended 31 December 2021 and three-month period ended 31 March

Ernst & Young Middle East (Abu Dhabi Branch)

27th Floor, Nation Tower 2, Corniche

P.O. Box 136

Abu Dhabi, UAE

For the years ended 31 December 2020 and

KPMG Lower Gulf Limited

Level 19, Nation Towers

Corniche

Abu Dhabi, UAE

IPO Subscription Auditors

Ernst & Young Middle East (Abu Dhabi Branch)

27th Floor, Nation Tower 2, Corniche

P.O. Box 136

Abu Dhabi, UAE

Investor Relations Officer

Edward Senior

Vice President, Group Strategic Investments (Investor Relations)

Tel: +971 2 7070000

Email: esenior@adnoc.ae

P.O. Box 898

Abu Dhabi, UAE

This Prospectus is dated 18 May 2022.

IMPORTANT NOTICE

(To be carefully read by all Subscribers)

This Prospectus is intended to provide potential Subscribers with information to assist in deciding whether or not to apply for Offer Shares. Potential Subscribers should read this Prospectus in its entirety, and carefully review, examine and consider all data and information contained in it, before deciding whether or not to apply for Offer Shares (and, in particular, Section 10 (“Investment Risks”), as well as the Articles of Association of the Company, when considering making an investment in the Company.

In making an investment decision, each potential Subscriber must rely on its own examination, analysis and enquiry of the Company and the terms of the Offer, including the merits and risks involved, and obtain any necessary advice from his or her legal and financial advisors regarding the investment. An investment in Offer Shares entails considerable risks. Potential Subscribers should not apply for Offer Shares unless they are able to bear the loss of some or all of that investment.

Recipients of this Prospectus are authorized solely to use this Prospectus for the purpose of considering the subscription in the Offer Shares, and may not reproduce or distribute this Prospectus, in whole or in part, and may not use any information herein for any purpose other than considering whether or not to apply for Offer Shares under the First Tranche and the Third Tranche. Recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus.

The contents of this Prospectus should not be construed as legal, financial or tax advice.

The information contained in this Prospectus shall not be subject to revision or addition without securing the approval of the Authority and informing the public of such revision or addition by publication in two daily newspapers in circulation in the UAE in accordance with the rules issued by the Authority. The Selling Shareholders reserve the right to cancel the Offering at any time and at their sole discretion with the prior written approval of the SCA.

The Offer Shares are being offered under this Prospectus for the purpose of subscription in the UAE only. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the Offer Shares or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, Offer Shares by any person in any jurisdiction outside of the UAE (including the ADGM and the DIFC).

This Prospectus is not being published or distributed, and must not be forwarded or transmitted, in or into or to any jurisdiction outside the UAE (including the ADGM and the DIFC). The Offer Shares have not been registered with any regulatory authority in any jurisdiction other than the ADGM.

If the Offer Shares are offered in another jurisdiction, the Offer Shares shall be offered in a manner that is compliant with the applicable laws and rules and acceptable to the relevant authorities in the relevant jurisdiction.

This Prospectus is not intended to constitute a financial promotion, offer, sale or delivery of shares or other securities under the FSRA Market Rules, under DIFC Law No. 1 of 2012 (the “DIFC Markets Law”) or under the Markets Rules (MKT) Module of the DFSA Rulebook.

The Offering has not been approved or licensed by the FSRA or the DFSA and does not constitute an offer of securities in the ADGM in accordance with the FSRA Market Rules or in the DIFC in accordance with the DIFC Markets Law or the Markets Rules (MKT) Module of the DFSA Rulebook.

The publication of this Prospectus has been approved by the SCA. The SCA’s approval

of the publication of this Prospectus shall neither be deemed as an endorsement or approval of the subscription feasibility nor a recommendation of investment, but it means only that the minimum requirements according to the issuance rules and information disclosure applicable to prospectuses and issued by the SCA have been met. The SCA and the ADX shall not be held liable for the accuracy, completeness or sufficiency of the information contained in this Prospectus, nor shall they be held liable for any damage or loss suffered by any person due to reliance upon this Prospectus or any part thereof.

This Prospectus was approved on 13 May 2022.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

General

As of the date of this Prospectus, ADNOC holds 60% of ADP's and 50% of PTE's issued share capital whereas Borealis holds 40% of ADP's and 50% of PTE's issued share capital. In connection with and prior to Listing, Borealis shall transfer its shareholding in ADP and PTE to its wholly owned subsidiary, BMEH (the “Borealis Transfer”). ADP and PTE are together referred to as the “Borouge Business”.

Following the Borealis Transfer and prior to Listing, ADNOC and BMEH will undertake a reorganisation as a result of the consummation of the transactions set forth in the Subscription and Transfer Agreement. Under the terms of the Subscription and Transfer Agreement, prior to Listing, ADNOC and BMEH will transfer their respective interests in ADP and will transfer approximately an 84.75% interest in PTE to the Company in exchange for the issuance of shares by the Company. Upon Listing, the Company will become holder of the entire issued share capital of ADP and 84.75% of the issued share capital of PTE (the “Reorganisation”). BMEH will retain 15.25% of the issued share capital of PTE following completion of the Reorganisation.

Accordingly, immediately upon completion of the Reorganisation and prior to Listing:

1) ADNOC will transfer to the Company:

a) its full legal and beneficial interests in ADP, being 60% of ADP’s total issued and outstanding share capital; and

b) its full legal and beneficial interests in PTE, being 50% of PTE’s total issued and outstanding share capital, and

2) BMEH will transfer to the Company:

a) its full legal and beneficial interests in ADP, being 40% of ADP’s total issued and outstanding share capital; and

b) approximately 34.75% of PTE’s total issued and outstanding share capital.

In consideration of the transfer by ADNOC of its shares in ADP and PTE and the transfer by BMEH of its shares in ADP and 34.75% interest in PTE, in each case to the Company, the Company will:

1) issue and allot new shares to ADNOC that will result in ADNOC holding, immediately prior to Listing, 60% of the Company’s total issued and outstanding share capital; and

2) issue and allot new shares to BMEH that will result in BMEH holding, immediately prior to Listing, 40% of the Company’s total issued and outstanding share capital.

As a result, following completion of the Reorganisation, the Company will acquire control over the Borouge Business.

Presentation of financial information

The following financial statements and information have been included in this Prospectus:

1) the audited annual financial statements of ADP as of and for the years ended 31 December 2021, 2020 and 2019 (the “ADP Annual Financial Statements”); and

2) the unaudited interim condensed financial statements of ADP as of and for the three months ended 31 March 2022 (inclusive of the comparative financial information for the three months ended 31 March 2021) (the “ADP Unaudited Interim Condensed Financial

Statements” and, together with the ADP Annual Financial Statements, the “ADP Financial Statements”).

The ADP Annual Financial Statements have been prepared in accordance with the requirements of International Financial Reporting Standards (“IFRS”) and the applicable provisions of UAE Federal Law No. 2 of 2015. The ADP Unaudited Interim Condensed Financial Statements have been prepared in accordance with the requirements of International Accounting Standard 34, ‘Interim Financial Reporting’.

1) the audited annual consolidated financial statements of PTE as of and for the year ended 31 December 2021 (inclusive of the comparative financial information as of and for the year ended 31 December 2020) (the “PTE Annual Financial Statements and, together with the ADP Annual Financial Statements, the "Annual Financial Statements”); and

2) the unaudited interim condensed consolidated financial statements of PTE as of and for the three months ended 31 March 2022 (inclusive of the comparative financial information for the three months ended 31 March 2021) (the “PTE Unaudited Interim Financial Statements” and, together with the PTE Annual Financial Statements, the “PTE Financial Statements”) (the ADP Financial Statements and the PTE Financial Statements shall be collectively referred to as the “Financial Statements”).

The PTE Annual Financial Statements have been prepared in accordance with the requirements of the Singapore Financial Reporting Standards as issued by the Accounting Standards Council Singapore. The PTE Unaudited Interim Financial Statements have been prepared in accordance with the requirements of Singapore Financial Reporting Standard (“FRS”) 34, ‘Interim Financial Reporting’. There are no material differences between the IFRS reporting requirements and the requirements under the Singapore Financial Reporting Standards, therefore, the PTE Annual Financial Statements have not been amended to reflect compliance with the IFRS.

Unaudited pro forma combined financial information

The Prospectus includes the unaudited pro forma combined financial information comprising:

1) the unaudited pro forma combined statement of profit or loss for the year ended 31 December 2021 and three months ended 31 March 2022 and 2021, and

2) the unaudited pro forma combined statement of financial position as of 31 March 2022.

(together, the "Unaudited Pro Forma Financial Information”).

The Unaudited Pro Forma Financial Information has been prepared to illustrate the impact of the Reorganisation and the Borouge 4 Carve-out (i) on the combined statement of financial position for the Company as if the Reorganisation and the Borouge 4 Carve-out had taken place on 31 March 2022, and (ii) its combined statement of profit or loss as if the Reorganisation and the Borouge 4 Carve-out had taken place on 1 January 2021. See “Business – Borouge 4 Carve-out and Re-contribution”.

The transfer of the interest in the Borouge Business will be a common control transaction as the Borouge Business will continue to be jointly controlled by ADNOC and BMEH (and Borealis) before and after the Reorganisation. Therefore, the Reorganisation is considered to be outside the scope of IFRS 3 Business Combinations. On completion of the Reorganisation, the Company will apply the pooling of interest method for accounting for the Reorganisation.

Accordingly, for the purpose of the Unaudited Pro Forma Financial Information:

1) The assets and liabilities of ADP and PTE are reflected at their carrying amounts. No adjustments are made to reflect fair values, or recognise any new assets or liabilities, at the date of the combination that would otherwise be recognised under the acquisition method.

2) No goodwill is recognised as a result of the combination. Any difference between the consideration transferred and the acquired net assets is reflected within equity.

3) The statement of profit or loss reflects the results of the combining entities.

There are no material differences between the accounting policies applied in preparing the respective financial statements of ADP and PTE for the three-month period ended 31 March 2022 and for the year ended 31 December 2021, therefore no adjustments have been made to the Unaudited Pro Forma Financial Information to reflect alignment of accounting policies.

The Unaudited Pro Forma Financial Information has been prepared in accordance with the applicable criteria as described in the notes thereto. This Unaudited Pro Forma Financial Information has been compiled in a manner consistent with the accounting policies adopted by ADP.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and because of its nature, the Unaudited Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Company’s actual financial position and financial performance and may not give a true picture of its financial position and financial performance. In addition, the Unaudited Pro Forma Financial Information does not reflect forward-looking information and is not intended to present the expected future results of the Company, given that it has been prepared solely for the purposes of illustrating the identifiable and objectively measurable effects of the Reorganisation and the Borouge 4 Carve-out, applied to historical financial information. Further, the Unaudited Pro Forma Financial Information does not take account of the potential effects resulting from changes in management strategy and operational decisions resulting from execution of the Reorganisation and the Borouge 4 Carve-out. The Unaudited Pro Forma Financial Information does not purport to project the Group’s results of operations for any future period and it also does not reflect the impact of any potential synergies deriving from the transaction.

Independent Auditors

The annual financial statements of ADP as of and for the year ended 31 December 2021, included in this Prospectus, have been audited by Ernst & Young Middle East (Abu Dhabi Branch) (“EY”), independent auditors, in accordance with International Standards on Auditing (ISAs), who have issued an unqualified report thereon.

The financial statements of ADP as of 2019 and 2020, and for the years then ended, included in this Prospectus, have been audited by KPMG Lower Gulf Limited (“KPMG”), independent auditors, as stated in their report appearing herein.

The annual consolidated financial statements of PTE and its subsidiaries as of and for the year ended 31 December 2021, included in this Prospectus, have been audited by Ernst & Young LLP (“EY Singapore”), independent auditors, in accordance with Singapore Standards on Auditing (SSAs), who have issued an unqualified report thereon which includes an “Other matter” paragraph stating that the financial statements for the year ended 31 December 2020 were audited by another firm of auditors.

The unaudited interim condensed financial statements of ADP as of and for the three months ended 31 March 2022, included in this Prospectus, have been reviewed by EY in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, who have issued an unqualified report thereon.

The unaudited interim condensed consolidated financial statements of PTE and its subsidiaries as of and for the three months ended 31 March 2022, included in this Prospectus, have been reviewed by EY Singapore, in accordance with Singapore Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, who have issued a report thereon, which includes an “Other matter” paragraph stating that the interim condensed consolidated financial statements for the 3-month period ended 31

March 2021 were not reviewed.

Non-IFRS measures

We present in this Prospectus certain measures to assess the financial performance of ADP that are termed “non-IFRS measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS.

These non-IFRS measures relate to ADP only and include: (i) Adjusted EBITDA; (ii) Adjusted EBITDA Margin; (iii) Capital Expenditure; (iv) Cash Conversion; (v) Changes in Net Working Capital; (vi) Leverage; (vii) Net Debt; (viii) Net Working Capital; (ix) Levered Free Cash Flow; and (x) Operating Free Cash Flow. The non-IFRS measures are defined as follows:

“Adjusted EBITDA” as profit before income tax, net finance loss/income (including foreign exchange loss), depreciation and amortisation;

“Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of revenue;

“Capital Expenditure” as additions to property, plant and equipment;

“Cash Conversion” as (Adjusted EBITDA less capital expenditure) divided by Adjusted EBITDA;

“Changes in Net Working Capital” is calculated as the difference between Net Working Capital at the end of the year/period and beginning of the year/period;

“Levered Free Cash Flow” is calculated as Operating Free Cash Flow plus interest income received minus finance cost paid and income tax paid and plus/minus changes in Net Working Capital;

“Leverage” as the ratio of Net Debt to Adjusted EBITDA;

“Net Debt” as bank loans plus lease liabilities minus cash and cash equivalents;

“Net Working Capital” as the sum of inventories, amount due from related parties (current portion only), prepayments and other receivables minus amount due to related parties (current portion only) and trade and other payables; and

“Operating Free Cash Flow” as Adjusted EBITDA less capital expenditure.

Certain non-IFRS measures set out above are also presented in this Prospectus on a pro forma basis to illustrate the impact of the Reorganisation and the Borouge 4 Carve-out (i) on the financial position for the Company as if the Reorganisation and the Borouge 4 Carve-out had taken place on 31 March 2022, and (ii) its financial performance as if the Reorganisation and the Borouge 4 Carve-out had taken place on 1 January 2021.

When reviewing performance, the Board uses a combination of both IFRS (statutory) and non-IFRS (adjusted) performance measures. The adjusted performance measures provide additional information in line with how financial performance is measured by management and reported to our Board. We believe that non-IFRS measures are a useful indicator of our ability to incur and service our indebtedness and can assist certain investors, security analysts and other interested parties in evaluating us. You should exercise caution in comparing the non-IFRS measures as reported by us to non-IFRS measures of other companies. Non-IFRS measures have limitations as an analytical tool, and you should not consider them in isolation. Some of these limitations include the following: (i) they do not reflect our capital expenditures or capitalised product development costs, our future requirements for capital expenditures or contractual commitments; (ii) they do not reflect changes in, or cash requirements for, our working capital needs; (iii) they do not reflect the interest expense, or the cash requirements necessary, to service interest or principal payments on our debt; and (iv) although depreciation

and amortisation are non-cash charges, the assets being depreciated and amortised will often need to be replaced in the future and non-IFRS measures do not reflect any cash requirements that would be required for such replacements. The non-IFRS measures may not be comparable to similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS.

The reconciliation of Adjusted EBITDA to profit as the most directly comparable measures calculated and presented in accordance with IFRS is set out in “Selected Historical Financial and Key Operating Information”.

Currency presentation

Unless otherwise indicated, all references in this Prospectus to:

“UAE dirham” or “AED” are to the lawful currency of the United Arab Emirates; and

“US dollar” or “USD” are to the lawful currency of the United States of America.

Rounding

Certain data in this Prospectus, including financial, statistical and operating information, has been rounded. As a result of the rounding, the totals of data presented in this Prospectus may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to 100%.

FORWARD-LOOKING STATEMENTS

This Prospectus includes forward-looking statements. The forward-looking statements contained in this Prospectus speak only as of the date of this Prospectus. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Group and all of which are based on current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding intentions, beliefs and current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, and dividend policy and the industry in which the Group operates.

These forward-looking statements and other statements contained in this Prospectus regarding matters that are not historical facts as of the date of this Prospectus involve predictions. No assurance can be given that such future results will be achieved. There is no obligation or undertaking to update the forward-looking statements contained in this Prospectus to reflect any change in beliefs or expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so: (i) as a result of an important change with respect to a material statement in this Prospectus; or (ii) by applicable laws of the UAE.

Actual events or results may differ materially as a result of risks and uncertainties that the Group faces. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. Please refer to Section 10 (“Investment Risks”) for further information.

IMPORTANT INFORMATION

This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful.

Recipients of this Prospectus are authorized solely to use this Prospectus for the purpose of considering making an investment in the Offer Shares, and may not reproduce or distribute this Prospectus, in whole or in part, and may not use any information herein for any purpose other than considering an investment in the Offer Shares. Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus.

Prior to making any decision as to whether to invest in the Offer Shares, prospective Subscribers should read this Prospectus in its entirety (and, in particular, the section headed “Investment Risks”) as well as the Articles of Association of the Company. In making an investment decision, each Subscriber must rely on their own examination, analysis and enquiry of the Company and the terms of the Offering, including the merits and risks involved.

No person is authorized to give any information or to make any representation or warranty in connection with the Offer or the Offer Shares which is not contained in this Prospectus and, if given or made, such information or representation must not be relied on as having been so authorized by the Company, the Selling Shareholders or the other Offer Participants. By applying for Offer Shares, a Subscriber acknowledges that (i) they have relied only on the information in this Prospectus and (ii) no other information has been authorized by the Company, the Selling Shareholders, any Offer Participant, the Joint Lead Managers, the Joint Bookrunners or any of the advisors of the foregoing (the “Advisors”).

No person or Advisor, except the Joint Lead Managers and the Receiving Banks set out on

pages 8 and 9, are participating in, receiving subscription funds from, or managing, the public

offering of the Offer Shares in the UAE. Neither HSBC Bank Middle East Limited nor any of its

respective affiliates is responsible for participating in, marketing or managing any aspect of the

Offering to natural persons (including natural persons constituting Assessed Professional

Investors who do not participate in the Second Tranche).

Neither the content of the Company’s website or any other website, nor the content of any website accessible from hyperlinks on any of such websites, forms part of, or is incorporated into, this Prospectus, and neither the Company, the Selling Shareholders, any other Offer Participant, nor the Advisors bears or accepts any responsibility for the contents of such websites.

None of the Company, the Selling Shareholders, the Offer Participants, the Joint Lead Managers, the Joint Bookrunners or the Advisors accepts any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding the Company, the Offer or the Offer Shares. None of the Company, the Selling Shareholders, the Offer Participants, the Joint Lead Managers, the Joint Bookrunners or the Advisors makes any representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

None of the Company, the Selling Shareholders, any of the Offer Participants, the Joint Lead Managers, the Joint Bookrunners or the Advisors, warrants or guarantees the future performance of the Company, or any return on any investment made pursuant to this Prospectus.

Statements contained in this Prospectus are made as at the date of this Prospectus unless some prior time is specified in relation to them and the publication of this Prospectus (or any action taken pursuant to it) must not be interpreted as giving rise to any implication that there has been no change in the condition, facts or affairs of the Company since such date.

This Prospectus will not be subject to revision, unless the prior written approval of the SCA is received. Any revision will become effective only after it has been announced in two daily newspapers circulating in the UAE. The Selling Shareholders reserve the right, with the prior approval of the SCA, to withdraw this Prospectus and cancel the Offer at any time and in their sole discretion. If the Offer is withdrawn, the subscription amounts will be fully refunded to the Subscribers, along with any accrued profits. Neither the delivery of this Prospectus nor any sale made under it may, under any circumstances, be taken to imply that there has been no change in the affairs of the Company since the date of this Prospectus or that the information in it is correct as of any subsequent time.

First Abu Dhabi Bank PJSC has been appointed as listing advisor (the “Listing Advisor”), and First Abu Dhabi Bank PJSC and HSBC Bank Middle East Limited have been appointed as joint lead managers (the “Joint Lead Managers”) and will manage the issuance, marketing and promotion of the Offer Shares in the UAE and coordinate with the Company, the SCA and the other Offering Participants with regard to the offering of the Offer Shares in the UAE. First Abu Dhabi Bank PJSC has also been appointed as the lead receiving bank (the “Lead Receiving Bank”) and, in its capacity as such, is responsible for receiving the subscription amounts set out in this Prospectus in accordance with the rules and laws applicable in and within the UAE under the First Tranche.

Each of the Offer Participants shall be liable for its participation in the Offering process, including the Selling Shareholders and the Board members, with regard to the validity of the information contained in this Prospectus within the limits of the scope of work and expertise of each Offer Participant.

First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited and other regioinal and international investment banks have been appointed as joint bookrunners (the “Joint Bookrunners”). Neither HSBC Bank Middle East Limited nor any of its affiliates are participating in receiving the subscription funds or bookrunnings or otherwise participating in, or managing, any aspect of the Offering to natural persons (including natural persons constituting Assessed Professional Investors who do not participate in the Second Tranche). The Joint Lead Managers are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Offering.

The Joint Lead Managers and the Joint Bookrunners may have engaged (directly or through their respective affiliates) in transactions with, and provided various investment banking, financial advisory and other services for, the Company and the Selling Shareholders for which they would have received customary fees. Any previous transactions between the Joint Lead Managers and the Joint Bookrunners and the Company or the Selling Shareholders do not constitute any conflict of interest between them.

The Board members whose names are set out in this Prospectus assume joint and several responsibility for the completeness, accuracy and verification of the contents of this Prospectus. They declare that they have carried out appropriate due diligence investigations, that the information contained in this Prospectus is, at the date hereof, factually accurate, complete and correct and that there is no omission of any information that would make any statement in this Prospectus materially misleading.

In accordance with Article 121 of the UAE Commercial Companies Law, each of the Offer

Participants shall exercise the care of a prudent person, and each of them shall be responsible

for the performance of their duties.

This Prospectus contains data submitted according to the issuance and disclosure rules issued by the SCA.

In making an investment decision, each potential Subscriber must rely on its own examination and analysis having reviewed the information contained in this Prospectus (in its entirety).

No action has been taken or will be taken in any jurisdiction other than the UAE that would permit a public subscription or sale of the Offer Shares or the possession, circulation or

distribution of this Prospectus or any other material relating to the Company or the Offer Shares, in any country or jurisdiction where any action for that purpose is required. Offer Shares may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offer material or advertisement or other document or information in connection with the Offer Shares be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this Prospectus comes must inform themselves of and observe all such restrictions.

None of the Company, the Selling Shareholders, any Offer Participants, the Joint Lead Managers, the Joint Bookrunners or the Advisors accepts any responsibility for any violation of any such restrictions on the sale, offer to sell or solicitation to purchase Offer Shares by any person, whether or not a prospective purchaser of Offer Shares in any jurisdiction outside the UAE (including the ADGM and the DIFC), and whether such offer or solicitation was made orally or in writing, including by electronic mail. None of the Company, the Selling Shareholders, the Offer Participants, the Joint Lead Managers, the Joint Bookrunners or the Advisors (or their respective representatives) makes any representation to any potential Subscriber regarding the legality of applying for Offer Shares by such potential Subscriber under the laws applicable to such potential Subscriber.

This Prospectus was approved by the SCA on 13 May 2022.

Definitions and Abbreviations

ADCB Abu Dhabi Commercial Bank PJSC.

ADGM Abu Dhabi Global Market.

ADIB Abu Dhabi Islamic Bank PJSC.

ADNOC Abu Dhabi National Oil Company.

ADNOC Group Companies ADNOC and the group of companies owned by ADNOC.

ADNOC Group Companies Employees

The relevant individuals employed by any of the ADNOC Group Companies residing in the UAE.

ADP Abu Dhabi Polymers Company Limited (Borouge) incorporated pursuant to Law No. 7 for the year 1997, as amended by Law No. 20 for the year 2009.

ADP Annual Financial Statements

The audited annual financial statements of ADP as of and for the years ended 31 December 2021, 2020 and 2019, which are listed in Annex 1.

ADP Financial Statements The ADP Annual Financial Statements and the ADP Unaudited Interim Condensed Financial Statements

ADP Unaudited Interim Financial Statements

The unaudited interim condensed financial statements of ADP as of and for the three months ended 31 March 2022 (inclusive of the comparative financial information for the three months ended 31 March 2021), which are listed in Annex 1.

ADX Abu Dhabi Securities Exchange in the UAE.

AED or UAE Dirham The lawful currency of the UAE.

Annual Financial Statements The PTE Annual Financial Statements and the ADP Annual Financial Statements

Articles of Association The articles of association of the Company, as set out in Annex 2.

Authority or SCA The Securities and Commodities Authority of the United Arab Emirates.

BMEH Borealis Middle East Holding GmbH, special purpose vehicle wholly owned by Borealis.

Board or Board of Directors The board of directors of the Company.

Borealis Borealis AG.

Closing Date 28 May 2022 for the First Tranche and the Third Tranche, and 30 May 2022 for the Second Tranche.

Companies Regulations ADGM Companies Regulations 2020 (as amended).

Company or Borouge Borouge plc, a public company limited by shares incorporated in the ADGM pursuant to the Companies Regulations.

COVID-19 SARS-CoV-2 or COVID-19, and any evolutions or variants thereof.

DFSA Dubai Financial Services Authority.

DIFC Dubai International Financial Centre.

Directors The Executive Directors and the Non-Executive Directors.

Electronic Applications Applications via internet / mobile banking and ATMs as provided by the Receiving Banks to the First Tranche and Third Tranche Subscribers.

ESG Environmental, Social and Governance.

EU The European Union.

European Commission The European Commission of the EU.

Executive Directors The executive Directors of the Company.

Expression of Interest (EOI) The platform for registering interest in the Offering by the Third Tranche Subscribers in order to be eligible for allotment in the Third Tranche.

Final Offer Price The offer price at which all the Subscribers in the First Tranche, the Second Tranche and the Third Tranche will purchase each Offer Share will be at the Final Offer Price.

The Final Offer Price of each Offer Share will be determined following a bookbuild process for the Second Tranche and following consultation between the Joint Lead Managers, the Selling Shareholders and the Company.

The Offer Shares of the Second Tranche Subscribers must represent all of the Offer Shares used to calculate the Final Offer Price of each Offer Share.

Following closing of the Second Tranche, the Company will publish an announcement setting out the Final Offer Price, which will be published in two Arabic local daily newspapers and one English newspaper in the UAE and on the Company’s website: www.borouge.com/IPO.

Financial Statements The ADP Financial Statements and the PTE Financial Statements, respectively, which are listed in Annex 1.

Financial year The financial year of the Company starts on 1 January and ends on 31 December of each year.

First Tranche The Offering of the Offer Shares in the UAE to First Tranche Subscribers.

First Tranche Subscribers Individual Subscribers and other investors (including natural persons, companies and establishments) who do not participate in the Second Tranche or the Third Tranche and

who hold a NIN with the ADX and have a bank account in the UAE.

First Tranche and Third Tranche Subscribers

Collectively the First Tranche Subscribers and the Third Tranche Subscribers.

FSMR Financial Services and Markets Regulations.

FSRA ADGM Financial Services Regulatory Authority.

FTS Fund Transfer Mode UAE Central Bank Fund Transfer (“FTS”) mode.

GCC Gulf Cooperation Council countries comprising the United Arab Emirates, Kingdom of Saudi Arabia, Sultanate of Oman, State of Qatar, State of Kuwait and Kingdom of Bahrain.

Green Deal The European Green Deal policy initiatives by the European Commission.

Group, our, us or we The Company and its direct and indirect subsidiaries.

IFRS International Financial Reporting Standards.

Individual Subscribers Natural persons who hold a NIN with the ADX and have a bank account in the UAE (including natural persons constituting Assessed Professional Investors who do not participate in the Second Tranche). There are no other citizenship or residence requirements.

Islamic State The Islamic State of Iraq and the Levant militant group, also known as IS, ISIL, ISIS and Daesh.

Joint Bookrunners First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited and other regional and international investment banks.

Joint Lead Managers First Abu Dhabi Bank PJSC and HSBC Bank Middle East Limited.

Lead Receiving Bank First Abu Dhabi Bank PJSC

Listing Advisor First Abu Dhabi Bank PJSC

Listing of the Shares or Listing Following the closing of the subscription and the allocation to successful Subscribers, the Company will apply to list and admit to trading all of its Shares on the ADX.

Trading in the Shares on the ADX will be effected through the ADX Share Registry.

Manager’s Cheque Certified bank cheque drawn on a bank licensed and operating in the UAE.

MENA Middle East and North Africa.

Minimum Investment The minimum subscription for Offer Shares in the First Tranche and the Third Tranche has been set at AED 5,000, with any additional investment to be made in increments of at least AED 1,000. The minimum subscription for Offer

Shares in the Second Tranche has been set at AED 5,000,000 (see the section on “Subscription Amounts” in the first section of this Prospectus for further details).

NIN A national investor number that a Subscriber must obtain from ADX for the purposes of subscription.

Non-Executive Directors The non-executive Directors of the Company.

Offer Participants The entities listed on pages 8 and 9 of this Prospectus.

Offer Period The subscription period for the First Tranche and the Third Tranche starts on 23 May 2022 and will close on 28 May 2022. The subscription period for the Second Tranche starts on 23 May 2022 and will close on 30 May 2022.

Offer Price Range The Offer Shares are being offered at an offer price range in AED that will be published on the first day of the opening the Offer Period.

Offer Shares 3,005,769,158 Shares which will be sold by the Selling Shareholders in a public subscription process. The Selling Shareholders reserve the right to amend the size of the Offering at any time prior to the end of the subscription period at their sole discretion, subject to applicable laws and the SCA’s approval.

Offering or Offer The public subscription for 3,005,769,158 Shares (representing 10% of the total issued shares in the Company) which are being offered for sale by the Selling Shareholders.

The Selling Shareholders reserve the right to amend the size of the Offering at any time prior to the end of the subscription period at their sole discretion, subject to applicable laws and the SCA’s approval.

Offering Regulations SCA Chairman of the Board Resolution No. (11/R.M) of 2016 on the Regulations for Issuing and Offering Shares of Public Joint Stock Companies, as amended.

Professional Investors “Professional Investors” (as defined in the SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)), which specifically include those investors which can be categorised in the following manner:

(i) “Deemed Professional Investors”, which include:

a. international corporations and organisations whose members are states, central bank or national monetary authorities;

b. governments, government institutions, their investment and non-investment bodies and companies wholly owned by them;

c. central banks or national monetary authorities in any country, state or legal authority;

d. capital markets institutions licensed by the Authority or regulated by a supervisory authority equivalent to the Authority;

e. financial institutions;

f. regulated financial institutions, local or foreign mutual investment funds, regulated pension fund management companies and regulated pension funds;

g. any entity whose main activity represents investment in financial instruments, asset securitisation or financial transactions;

h. any company whose shares are listed or accepted to trade in any market of an IOSCO member country;

i. a trustee of a trust which has, during the past 12 months, assets of AED 35,000,000 or more;

j. licensed family offices with assets of AED 15,000,000 or more;

k. joint ventures and associations which have or had, at any time during the past two years, net assets of AED 25,000,000 or more (excluding partner and shareholder loans); and

l. a body corporate which fulfils (on the date of its last financial statements) a “large undertaking” test, whereby it fulfils at least two of the following requirements:

i. holds total assets of AED 75,000,000 or more (excluding short-term liabilities and long-term liabilities);

ii. has a net annual revenue of AED 150,000,000 or more; or

iii. an aggregate total of cash and investments on its balance sheet; or its total equity (after deducting paid up share capital), is not less than AED 7,000,000;

(ii) “Assessed Professional Investors”, which include:

a. a natural person who owns net assets, excluding the value of their main residence, of not less than AED 4,000,000 (a “HNWI”);

b. a natural person who is:

i. approved by the Authority or a similar supervisory authority;

ii. an employee of a licensed entity or a regulated financial institution who has been employed for the past two years;

iii. assessed to have sufficient knowledge and experience in respect of the relevant investments and their risks (following a suitability assessment); or

iv. represented by an entity licensed by the Authority;

c. a natural person (the “account participant”) with a joint account for investment management with a HNWI (the “main account holder”), provided that each of the following conditions are satisfied:

i. the account participant must be an immediate or second degree relative of the main account holder;

ii. the account is used to manage the investments of the main account holder and their subscribers; and

iii. written confirmation is obtained from the subscriber (i.e. the account participant) confirming that investment decisions relating to the joint investment account are made on their behalf by the main account holder;

d. special purpose vehicles and trusts established for the purpose of managing an investment portfolio of assets for a HNWI; and

e. an undertaking which satisfies the following requirements:

i. an aggregate total of cash and investments on its balance sheet; or its total equity (after deducting paid up share capital), is not less than AED 4,000,000; and

ii. is assessed to have sufficient knowledge and experience in respect of the relevant investments and their risks (following a suitability assessment); or

iii. it has a controller (e.g. a person controlling the majority of the shares or voting rights in the relevant undertaking or who possesses the ability to appoint or remove the majority of the relevant undertaking’s board of directors), a holding or subsidiary company or a joint venture partner that meets the definition of a Deemed Professional Investor or an Assessed Professional Investor,

who, in each case, has been approved by the Company and the Selling Shareholders, in consultation with the Joint Lead Managers (excluding HSBC Bank Middle East Limited in connection with any Offering to natural persons) and to which the following characteristics apply: (a) a person in the United States who is a QIB and to whom an offer can be made in accordance with Rule 144A, (b) a person outside the United States to whom an offer can be made in reliance on Regulation S, (c) a person in the DIFC to whom an offer can be made in accordance with the Markets Rules (MKT) Module of the DFSA Rulebook and made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (COB) Module of the DFSA Rulebook and who are not natural persons, or (d) a person in the ADGM to whom an offer can be made in accordance with the FSMR and the FSRA Market Rules made only to persons who are “Authorised Persons” or “Recognised Bodies” (as such terms are defined in the FSMR) or persons to whom an invitation or inducement to engage in investment

activity (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated.

PTE Borouge Pte Ltd.

PTE Annual Financial Statements

The audited annual consolidated financial statements of PTE as of and for the year ended 31 December 2021 which are listed in Annex 1.

PTE Financial Statements The PTE Annual Financial Statements and the PTE Unaudited Interim Financial Statements.

PTE Unaudited Interim Financial Statements

The unaudited interim condensed consolidated financial statements of PTE as of and for the three months ended 31 March 2022 (inclusive of the comparative financial information for the three months ended 31 March 2021).

QIB A “qualified institutional buyer” as defined in Rule 144A.

Receiving Banks The group of banks led by the Lead Receiving Bank, comprising that bank and Al Maryah Community Bank, Abu Dhabi Commercial Bank PJSC and Abu Dhabi Islamic Bank PJSC.

Regulation S Regulation S under the US Securities Act.

Rule 144A Rule 144A under the US Securities Act.

SCA Governance Guide The Chairman of the SCA’s Board of Directors’ Decision No. (3/R.M) of 2020 Concerning Approval of Joint Stock Companies Governance Guide (as amended from time to time).

Second Tranche The offer of Offer Shares to Second Tranche Subscribers made under the Second Tranche Document.

Second Tranche Document The Second Tranche offer document has been drafted in a specific manner to be addressed only to Professional Investors subscribing for Offer Shares in the Second Tranche and in compliance with the laws and regulations of the relevant competent jurisdictions specified therein and acceptable to such jurisdictions, which has not been reviewed, endorsed or approved by the SCA, and such offer document (including the information contained therein) does not form part of this Prospectus.

The offer document for the Second Tranche which will be available at the Company’s website at www.borouge.com/IPO.

Second Tranche Subscribers Professional Investors.

Selling Shareholders ADNOC and BMEH.

Shareholder A holder of Shares in the capital of the Company.

Shares The ordinary shares of the Company with a nominal value of USD 0.16 (equivalent to AED 0.59) each.

SMS Short Message Service.

Subscriber A natural or juridical applicant, in either case who applies for subscription in the Offer Shares.

Subscription and Transfer Agreement

The subscription and transfer agreement entered into by and among ADNOC, BMEH and Borouge Plc.

Third Tranche The offer of the Offer Shares to the Third Tranche Subscribers.

Third Tranche Subscribers ADNOC Group Companies Employees, UAE National Retirees, employees of Borealis residing in the UAE, employees of ADP residing in the UAE and employees of PTE residing in the UAE, and who have registered their interest in the EOI platform.

Tranche The First Tranche, the Second Tranche or the Third Tranche.

UAE United Arab Emirates.

UAE Central Bank The Central Bank of the United Arab Emirates.

UAE National Retirees Retired employees of the ADNOC Group Companies, Borealis, ADP and PTE who are UAE nationals.

UK The United Kingdom of Great Britain and Northern Ireland.

UK Bribery Act of 2010 The UK Bribery Act of 2010 covering offences relating to bribery and for connected purposes.

Underwriting Agreement The underwriting agreement among, the Company, the Selling Shareholders, Joint Bookrunners and the Joint Lead Managers.

Unaudited Pro Forma Financial Information

The unaudited pro forma combined statement of profit or loss for the year ended 31 December 2021 and three months ended 31 March 2022 and 2021, and the unaudited pro forma combined statement of financial position as of 31 March 2022.

United States or US The United States of America, its territories and possessions, any State of the United States of America, and the District of Columbia.

U.S. Foreign Corrupt Practices Act of 1977

The act to amend the US Securities Exchange Act of 1934 (as amended) to make it unlawful for certain issuers to make certain payments to foreign officials and other foreign persons, to require such issuers to maintain accurate records, and for other purposes.

US Securities Act The US Securities Act of 1933, as amended.

VAT Value added tax.

First Section: Subscription terms and conditions

Key details of the Offer Shares offered for sale to the public

Name of the Company: BOROUGE PLC

Commercial license number of the Company: 000007602

Company head office: Part of Level 28, Level 28, Al Sarab Tower, Abu Dhabi Global Market Sqaure, Al Maryah Island, Abu Dhabi, United Arab Emirates.

Share capital: The share capital of the Company as at the date of the Listing has been set at USD 4,809,230,653 (being equivalent to 17,673,922,651 UAE dirhams) divided into 30,057,691,583 Shares paid-in-full, with the nominal value of each Share being USD 0.16 (being equivalent to 0.59 UAE dirhams).

Percentage, number and type of the Offer Shares: 3,005,769,158 Shares, all of which are ordinary shares and which constitute 10% of the Company’s total issued share capital and which are being offered for sale by the Selling Shareholders. All Shares are of the same class and carry equal voting rights and rank pari passu in all other rights and obligations. The Selling Shareholders reserves the right to amend the size of the Offering at any time prior to the end of the subscription period at their sole discretion, subject to the applicable laws of the UAE and the approval of the SCA.

Offer Price Range per Offer Share: The Offer Price Range will be in UAE dirhams and will be published on the same day of the opening of the Offer Period on 23 May 2022.

Eligibility of the qualified categories of Subscriber to apply for the acquisition of the Offer Shares:

- First Tranche: The First Tranche of the Offering will be open to First Tranche Subscribers as described in the “Definitions and Abbreviations” section of this Prospectus. All Subscribers in the First Tranche must hold a NIN with ADX and have a bank account number. 10% (ten per cent) of the Offer Shares, representing 300,576,916 (three hundred million five hundred and seventy six thousand nine hundred and sixteen) Shares are allocated to the First Tranche. The Selling Shareholders reserve the right to amend the size of the First Tranche at any time prior to the end of the subscription period at their sole discretion, subject to applicable laws of the UAE and the approval of the SCA. Any increase in the size of the First Tranche will result in a corresponding reduction in the size of the Second Tranche and/or the Third Tranche (as applicable), provided that the subscription percentage of the subscribers in the Second Tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche and Third Tranche does not exceed 40% of the Offer Shares in aggregate. Each subscriber in the First Tranche will be guaranteed a minimum allocation of 1,000 Shares.

- Second Tranche: The Second Tranche of the Offering will be open to Second Tranche Subscribers as described in the “Definitions and Abbreviations” section of this Prospectus. All Subscribers in the Second Tranche must hold a NIN with ADX. 88% (eighty eight per cent) of the Offer Shares, representing 2,645,076,859 (two billion six hundred and forty five million seventy six thousand eight hundred and fifty nine) Shares are allocated to the Second Tranche.

- Third Tranche: The Third Tranche of the Offering will be open to Third Tranche Subscribers as described on the cover page of this Prospectus and the “Definitions and Abbreviations” section of this Prospectus. All Subscribers in the Third Tranche must hold a NIN with ADX and have a bank account number. The final size of the Third Tranche will be determined by the Selling Shareholders on the date of the Offer Price Announcement. 2% (two per cent) of the Offer Shares, representing 60,115,383 (sixty million one hundred and fifteen thousand three hundred and

eighty three) Shares are allocated to the Third Tranche. The Selling Shareholders reserves the right to increase the size of the Third Tranche at any time prior to the end of the subscription period at its sole discretion, subject to the approval of the SCA. Any increase in the size of the Third Tranche will result in a corresponding reduction in the size of the First Tranche and/or the Second Tranche, provided that the subscription percentage of the subscribers in the Second Tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche and Third Tranche does not exceed 40% of the Offer Shares in aggregate. Each subscriber in the Third Tranche will be guaranteed a minimum allocation of 1,000 Shares.

Public subscription in the Offer Shares is prohibited as follows: Public subscription is prohibited to any Subscriber whose investment is restricted by the laws of the jurisdiction where the Subscriber resides or by the laws of the jurisdiction to which the Subscriber belongs. It is the Subscriber’s responsibility to determine whether the Subscriber’s application for, and investment in, the Offer Shares conforms to the laws of the applicable jurisdiction(s).

Minimum investment: The minimum subscription in Offer Shares in the First Tranche and the Third Tranche has been set at AED 5,000 with any additional investment to be made in increments of at least AED 1,000. The minimum subscription for Offer Shares in the Second Tranche has been set at AED 5,000,000.

Maximum investment: No maximum subscription in Offer Shares has been set.

Subscription by Selling Shareholders: The Selling Shareholders may not subscribe for Offer Shares, whether directly or indirectly, or through their subsidiaries.

Lock-up period: The Shares held by the Selling Shareholders following completion of the Offering shall be subject to a lock-up which starts on the date of Listing of the Shares and ends 12 months thereafter.

Reasons for the Offering and Use of Offer Proceeds: The Company will not receive any proceeds from the Offering. All expenses of the Offering will be borne by the Selling Shareholders including any selling commissions and any discretionary fees. The Offering is being conducted, among other reasons, to allow the Selling Shareholders to sell part of their respective shareholding interests in the Company, while providing increased trading liquidity in the Shares and raising the Company’s profile within the international investment community.

Further Information on the First Tranche and the Third Tranche

1. Subscription Applications

Each Subscriber in the First Tranche and the Third Tranche may submit one subscription application only (i) in the case of a subscription application by a natural person, in his or her personal name (unless he or she is acting as a representative for another Subscriber, in which case the subscription application will be submitted in the name of such Subscriber) or (ii) in the case of a subscription application by a corporate entity, in its corporate name. In case a Subscriber submits more than one application in his or her personal name or its corporate name, the Receiving Banks and the Joint Lead Managers reserve the right to disqualify all or some of the subscription applications submitted by such Subscriber and not to allocate any Offer Shares to such Subscriber.

Subscribers must complete all of the relevant fields in the subscription application and submit it to any Receiving Bank or through one of the electronic subscription channels as set out below, together with all required documents and the subscription amount during the Offer Period for the First Tranche and the Third Tranche.

The completed subscription application should be clear and fully legible. If it is not, the Receiving Bank shall refuse to accept the subscription application from the Subscriber until the Subscriber satisfies all the required information or documentation before the close of the subscription.

All of the Third Tranche Subscribers who are interested in participating in the Third Tranche are required to submit their Expression of Interest (“EOI”) along with their corresponding NIN details through the platforms provided by ADNOC. The list of Third Tranche Subscribers who had submitted their EOI will be forwarded to the Lead Receiving Bank a day prior to the start of the subscription period and any incremental additions to the list of Third Tranche Subscribers will be provided to the Lead Receiving Bank on a daily basis until 12:00PM on 27 May 2022. Any EOI received thereafter will not qualify for the Third Tranche allocation.

If any of the Third Tranche Subscribers participating in the Third Tranche have not provided his/her EOI prior to the date and time stipulated above, their subscription will be shifted to the First Tranche, and if any of the Third Tranche Subscribers participating in the First Tranche have provided his/her EOI prior to the date and time stipulated above, their subscription will be shifted to the Third Tranche.

Subscription for Offer Shares would deem the Subscriber to have accepted the Articles of Association of the Company and complied with all the resolutions issued by the Company’s general meeting. Any conditions added to the subscription application shall be deemed null and void. No photocopies of subscription applications shall be accepted. The subscription application should only be fully completed after reviewing this Prospectus and the Company’s Articles of Association. The subscription application then needs to be submitted to any of the Receiving Banks’ branches mentioned herein or through electronic channels (see “Electronic subscription”).

The Subscribers or their representatives shall affirm the accuracy of the information contained in the application in the presence of the bank representative in which the subscription was made. Each subscription application shall be clearly signed or certified by the Subscriber or his or her representative.

The Receiving Banks may reject subscription applications submitted by any Subscriber in the First Tranche and the Third Tranche for any of the following reasons:

if the subscription application form is not complete or is not correct with regard to the amount paid or submitted documents (and no Offer Participant takes responsibility for non-receipt of an allotment of Offer Shares if the address of the Subscriber is not filled in correctly);

if the subscription application amount is paid using a method that is not a permitted

method of payment;

if the subscription application amount presented with the subscription application does not match the minimum required investment or the increments set for the First Tranche and the Third Tranche offer;

if the completed subscription application form is not clear and fully legible;

if the Manager’s Cheque is returned for any reason;

if the amount in the bank account mentioned in the subscription application form is insufficient to pay for the application amount mentioned in the subscription application form or the Receiving Bank is unable to apply the amount towards the application whether due to signature mismatch or any other reasons;

if the NIN is not made available to ADX or if the NIN is incorrect;

if the subscription application is otherwise found not to be in accordance with the terms of the Offering;

if the Subscriber is found to have submitted more than one application (it is not permitted to apply in all three of the First Tranche, the Second Tranche and the Third Tranche together). Accepting such application is at the sole discretion of the Selling Shareholders;

if the Subscriber is a natural person and is found to have submitted the subscription application other than in his or her personal name (unless he or she is acting as a representative for another Subscriber);

if a Subscriber has not adhered to the rules applicable to the First Tranche, the Second Tranche or the Third Tranche offers;

if it is otherwise necessary to reject the subscription application to ensure compliance with the provisions of the Companies Regulations, the Articles of Association, this Prospectus or the requirements of the UAE Central Bank, the SCA or the ADX; or

if for any reason FTS/SWIFT or other Receiving Banks Channels transfer of funds fails or the required information in the special fields is not enough to process the application.

The Receiving Banks and the Joint Lead Managers may reject the application for any of the reasons listed above at any time until allocation of the Offer Shares and have no obligation to inform the Subscribers before the notification of the allocation of Shares to such rejected Subscribers.

Documents accompanying Subscription Applications

Subscribers shall submit the following documents along with their subscription application forms:

For individuals who are UAE or GCC nationals or nationals of any other country:

the original and a copy of a valid passport or Emirates identity card; and

in case the signatory is different from the Subscriber:

the duly notarized power of attorney held by that signatory or a certified copy by UAE-regulated persons/bodies, such as a notary public, or as otherwise duly regulated in the country;

the original passport or Emirates ID of the signatory for verification of signature and a copy of the original passport or Emirates ID; and

a copy of the passport or Emirates ID of the Subscriber for verification of signature; and

in case the signatory is a guardian of a minor, the following will be submitted:

original and copy of the guardian’s passport or Emirates ID for verification of signature;

original and copy of the minor’s passport; and

if the guardian is appointed by the court, original and copy of the guardianship deed attested by the court and other competent authorities (e.g. notary public).

For corporate bodies including banks, financial institutions, investment funds and other companies and establishments:

UAE registered corporate bodies:

the original and a copy of a trade license or commercial registration for verification or a certified copy by one of the following UAE-regulated persons/bodies; a notary public or as otherwise duly regulated in the country;

the original and a copy of the document that authorizes the signatory to sign on behalf of the Subscriber and to represent the Subscriber, to submit the application, and to accept the terms and conditions stipulated in this Prospectus and in the subscription form; and

the original and a copy of the passport or Emirates ID of the signatory.

Foreign corporate bodies: the documents will differ according to the nature of the corporate body and its domicile. Accordingly, please consult with the Joint Lead Managers to obtain the list of required documents.

For individuals who are ADNOC Group Companies Employees, UAE National Retirees, employees of Borealis residing in the UAE, employees of ADP residing in the UAE and employees of PTE residing in the UAE participating in the Third Tranche:

To submit their EOI along with their corresponding NIN details through the platforms provided; and

The original and a copy of a valid passport or Emirates ID.

2. Method of subscription and payment for the First Tranche and the Third Tranche

Method of payment for the First Tranche and the Third Tranche

The subscription application must be submitted by a Subscriber to any of the Receiving Banks listed in this Prospectus and the NIN with the ADX and the Subscriber’s bank account number must be provided, together with payment in full for the amount it wishes to use to subscribe for the Offer Shares, which is to be paid in one of the following ways:

certified bank cheque (Manager’s Cheque) drawn on a bank licensed and operating in the UAE, in favor of “Borouge – IPO”;

debiting a Subscriber’s account with a Receiving Bank; or

electronic subscriptions (please refer to the section on “Electronic subscription” below).

Details of the Subscriber’s bank account must be completed on the subscription application form even if the application amount will be paid by Manager’s Cheque.

The subscription amount may not be paid or accepted by a Receiving Bank using any of the following methods:

in cash;

personal cheques (not certified); or

any other mode of payment other than mentioned above.

Please refer to Annex 3 for details of the Receiving Banks’ participating branches.

Additionally, Third Tranche Subscribers can submit their application at the receiving centers set up at the following ADNOC offices:

ADNOC Head Office, Corniche Street, Abu Dhabi.

Sheikh Khalifa Energy Complex I, Abu Dhabi.

Al Ruwais, Abu Dhabi.

Electronic subscription

Electronic Subscription through the Receiving Banks and ADX ePortal Subscription

E-subscription

Electronic subscriptions: The Receiving Banks may also have their own electronic channels (ATMs, on-line internet banking applications, mobile banking applications, etc.) interfaced with the ADX eKtetab IPO system. By submitting an electronic subscription application, the customer submitting the application is accepting the Offering terms and conditions on behalf of the Subscriber and is authorising the relevant Receiving Bank to pay the total subscription amount by debiting the amount from the respective bank account of the customer and transferring the same to the Offer account in favour of “Borouge IPO” held at the Receiving Banks, as detailed in the subscription application. The submission of an electronic application will be deemed to be sufficient for the purposes of fulfilling the identification requirements, and accordingly, the supporting documentation in relation to applications set out elsewhere in this Prospectus will not apply to Electronic Applications under this section. Notification of the final allocation of Offer Shares and the refund of proceeds for unallocated Offer Shares (if any) and any accrued profit following the closing of the Offer Period and prior to the Listing of the Shares shall be performed solely by, and processed through, the Receiving Bank in which the electronic subscription application was submitted.

Subscription applications may also be received through the UAE Central Bank Funds Transfer System (“FTS”). Any investors using the FTS method will be required to provide their valid NIN together with the value of Offer Shares subscribed for in the special instructions field.

E-Subscription

FAB EIPO-Subscription

Access https://www.bankfab.com/en-ae/cib/iposubscription.

Refer to the “How to subscribe page” and follow the instructions and submit subscriptions for the First Tranche.

ADIB E-Subscription

ADIB’s electronic subscription channels, including online internet banking, are accessible via ADIB’s official website www.adib.ae and mobile banking app. These are duly interfaced with the ADX database and are only available to ADIB account holders.

ADIB account holders will access ADIB’s electronic subscription channels with their relevant username and password and this will be deemed to be sufficient for the purposes of fulfilling the identification requirements.

ADIB account holders complete the electronic application form relevant to their tranche by providing all required details including an updated ADX NIN, an active ADIB account number, the amount they wish to subscribe for, and by selecting the designated brokerage account.

By submitting the electronic subscription form, the ADIB account holder accepts the Offering terms and conditions, authorizes ADIB to debit the amount from the respective ADIB account and to transfer the same to the IPO account in favor of the issuer account held at ADIB, as detailed in the subscription application.

ADIB account holders with a successful subscription automatically receive an acknowledgement of receipt by email and have to keep this receipt until they receive the allotment notice.

ADCB E-Subscription

To subscribe through ADCB e-subscription, please follow the steps below:

ADCB customers to visit the https://adcb.com/borouge and click “IPO Subscription Link”.

Complete login authentication (using UAE Pass or customer ID, mobile number and OTP).

Enter NIN number.

Select broker, enter subscription amount, select account and submit.

In case of any issues or support, please contact ADCB call center at 600502030.

Mbank UAE Mobile Banking Application

For applying through Al Maryah Community Bank LLC’s MBank UAE app, access https://www.mbank.ae/IPO.

Refer to the section “How to subscribe” for instructions on subscribing through Mbank UAE app on your mobile device (the app is available for download on the Apple App store and Google Play).

Subscription applications through Al Maryah Community Bank LLC will only be accepted if made by UAE residents.

ADX ePortal Subscription

For applying through the ADX ePortal: Please access – For Arabic – https://www.adx.ae/Arabic/Pages/ProductsandServices/ipo.aspx For English - https://www.adx.ae/English/Pages/ProductsandServices/ipo.aspx Please refer to the “ADX IPO ePortal Subscription Instructions” page and follow the instructions. Click on the IPO Subscription link provided to subscribe for the First Tranche and Third Tranche. Please reach us on 800-ADX(239) or via email on info@adx.ae for any queries on the above.

Important dates relevant to the methods of payment of the subscription amounts

Subscription amounts paid by way of cheque must be submitted by 12pm (mid-day) on 26 May 2022 (2 working days prior to the Closing Date).

Subscription applications received through online/FTS must be made before 12pm (mid-day) on 27 May 2022 (1 working day prior to the Closing Date).

Subscription amounts

Subscribers in the First Tranche and the Third Tranche must submit applications to purchase Offer Shares in the amount of AED 5,000 or more, with any subscription over AED 5,000 to be made in increments of AED 1,000. Subscribers in the First Tranche and the Third Tranche shall accordingly apply for an AED subscription amount which shall be applied towards purchasing Offer Shares at the Final Offer Price, rather than applying for a specific number of Offer Shares. Each subscriber in the First Tranche and the Third Tranche will be guaranteed a minimum allocation of 1,000 Shares.

Final Offer Price

The offer price at which all the Subscribers will purchase Offer Shares will be at the Final Offer Price.

The Offer Shares will be sold in an initial public offering and the Final Offer Price will be determined by way of the application of a book building process, where an application orders’ ledger will be created through the application orders made only by the Second Tranche Subscribers (see details of who may apply in the Second Tranche). Second Tranche Subscribers will be invited to bid for Offer Shares within the Offer Price Range using price sensitive orders (as in, by indicating application amounts that vary in size depending on price). The Joint Lead Managers will use the information indicating the extent of the demand at various price levels provided by such Second Tranche Subscribers to determine and recommend to the Company and the Selling Shareholders the Final Offer Price (which must be within the Offer Price Range) for all participants in the Offering.

The Offer Shares of the Second Tranche Subscribers shall represent the majority of the Offer Shares used to calculate the Final Offer Price of the Offer Shares.

Subscription process

Subscribers must complete the application form relevant to their Tranche, providing all required details. Subscribers who do not provide their NIN and bank account details will not be eligible for subscription and will not be allocated any Offer Shares.

Subscribers may only apply for Offer Shares in one Tranche. In the event a person applies for Offer Shares in more than one Tranche, then the Receiving Banks and the Joint Lead Managers may disregard one or both of such applications.

The Receiving Bank through which the subscription is made will issue to the Subscriber an acknowledgement of receipt which the Subscriber has to keep until the Subscriber receives the allotment notice. One copy of the subscription application after being submitted, signed and stamped by the Receiving Bank shall be considered as an acknowledgement for receipt of the subscription application. This receipt shall include the data of the Subscriber, address, amount paid, details of the payment method and the date of the investment. The acknowledgement in the case of Electronic Applications via online internet banking and ATM would provide basic information of the application such as NIN number, amount, date and customer bank account details.

If the address of the Subscriber is not filled in correctly, the Company, the Selling Shareholders, the Joint Lead Managers and the Receiving Banks take no responsibility for non-receipt of such allotment advice.

3. Further information on various matters

Offer Period

Commences on 23 May 2022 and closes on 28 May 2022 for the First Tranche and the Third Tranche. Commences on 23 May 2022 and closes on 30 May 2022 for the Second Tranche.

Receiving Banks

Lead Receiving Bank: First Abu Dhabi Bank PJSC.

Receiving Banks: Al Maryah Community Bank, Abu Dhabi Commercial Bank PJSC and Abu Dhabi Islamic Bank PJSC.

Method of allocation of Offer Shares to different categories of Subscribers Under the Offering Regulations, the Selling Shareholders will allocate the Offer Shares according to the allotment policy specified below.

Should the total size of subscriptions received exceed the number of Offer Shares, then the Selling Shareholders will allocate the Offer Shares according to the allotment policy specified below and will refund to Subscribers the excess subscription amounts and any accrued profit resulting thereon.

Notice of Allocation

A notice to successful Subscribers in the First Tranche and the Third Tranche will be notified by SMS of the number of Offer Shares allocated to them. This will be followed by a notice setting out each Subscriber’s allocation of Offer Shares, which will be sent by registered mail to each Subscriber or email provided in the subscription form, as applicable.

Method of refunding surplus amounts to Subscribers

By no later than 2 June 2022 (being within five (5) working days of the Closing Date), the Offer Shares shall be allocated to Subscribers and, within five (5) working days of such allocation, the surplus subscription amounts and any accrued return/profit resulting thereon, shall be refunded to Subscribers in the First Tranche and the Third Tranche who did not receive Offer Shares, and the subscription amounts and any accrued return/profit resulting thereon shall be refunded to the Subscribers in the First Tranche and the Third Tranche whose applications have been rejected for any of the above reasons. The surplus amounts and any accrued return/profit thereon will be returned to the same Subscriber’s account through which the payment of the original application amount was made. In the event payment of the subscription amount is made by certified bank cheque, these amounts shall be returned by sending a cheque with the value of such amounts to the Subscriber at the address mentioned in such Subscriber’s subscription application.

The difference between the subscription amount accepted by the Company and the Selling Shareholders for a Subscriber, if any, and the application amount paid by that Subscriber will be refunded to such Subscriber pursuant to the terms of this Prospectus.

Enquiries and complaints

Subscribers who wish to submit an inquiry or complaint with respect to any rejected requests, allocation, or refunding of the surplus funds, must contact the Receiving Bank through which the subscription was made, and if a solution cannot be reached, then the Receiving Bank must refer the matter to the Investor Relations Manager. The Subscriber must remain updated on the status. The Subscriber's relationship remains only with the party receiving the subscription request.

Listing and trading of Shares

Subsequent to the allocation of Offer Shares, the Company will list all of its Shares on the ADX in accordance with the applicable listing and trading rules in effect on the date of Listing. Trading in the Shares will be effected on an electronic basis, through the ADX’s share registry, with the commencement of such trading estimated to take place after completion of the registration.

Voting rights

All Shares are of the same class and shall carry equal voting rights and shall rank pari passu in all other rights and obligations. Each Share confers on its holder the right to cast one vote on all Shareholders’ resolutions.

There are certain risks that are specific to investing in this Offering. Those risks have been discussed in the section headed “Investment Risks” of this Prospectus and must be taken into account before deciding to subscribe in the Offer Shares.

4. Timetable for subscription and listing

The dates set out below outline the expected timetable for the Offering. However, the Company reserves the right to change any of the dates/times, or to shorten or extend the specified time periods, upon obtaining the approval of the appropriate authorities and publishing such change during the Offering period in daily newspapers.

Event Date

Offering commencement date

(The Offer Period shall continue for 6 days for First Tranche and Third Tranche Subscribers, and for 8 days for the Second Tranche Subscribers, including Fridays and Saturdays, for the purposes of accepting Subscribers’ applications)

23 May 2022

Closing Date of the First Tranche and the Third Tranche 28 May 2022

Closing Date of the Second Tranche 30 May 2022

Announcement of Final Offer Price 31 May 2022

Allocation of First Tranche and Third Tranche and SMS confirmation to all successful Subscribers

2 June 2022

Expected date of Listing of the Shares on the ADX 3 June 2022

Commencement of refunds related to the surplus subscription monies, and any accrued profit resulting thereon, to the First Tranche and Third Tranche Subscribers and commencement of dispatch of registered mail relating to allotment of Offer Shares

4 June 2022

5. Tranches

The Offering of the Offer Shares will be divided into three tranches, as follows:

The First Tranche:

Size: 10% (ten per cent) of the Offer Shares, representing up to 300,576,916 Shares. The Selling Shareholders reserve the right to amend the size of the First Tranche at any time prior to the end of the subscription period at their sole discretion, subject to the applicable laws of the UAE and the approval of the SCA. Any increase in the size of the First Tranche will result in a corresponding reduction in the size of the Second Tranche and/or the Third Tranche (as applicable), provided that the subscription percentage of the subscribers in the Second Tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche and the Third Tranche does not exceed 40% of the Offer Shares in aggregate. Each subscriber in the First Tranche will be guaranteed a minimum allocation of 1,000 Shares.

Eligibility: First Tranche Subscribers, as described in the “Definitions and Abbreviations” section of this Prospectus.

Minimum application size: AED 5,000, with any additional application in increments of at least AED 1,000. Each subscriber in the First Tranche will be guaranteed a minimum allocation of 1,000 Shares.

Maximum application size: There is no maximum application size.

Allocation policy: In case of over-subscription in the First Tranche, at the outset, 1,000 Offer Shares will be allocated to each Subscriber, and any additional Offer Shares will then be allocated to First Tranche Subscribers pro rata to each Subscriber’s subscription application amount based on the Final Offer Price. Applications will be scaled back on the same basis if the First Tranche is over-subscribed. Any fractional entitlements resulting from the pro rata distribution of Offer Shares will be rounded down to the nearest whole number. Shares will be allocated in accordance with the aforementioned allotment policy, based on the Final Offer Price.

Unsubscribed Offer Shares If all of the Offer Shares allocated to the First Tranche are not fully subscribed, the unsubscribed Offer Shares shall be made available for subscription by Second Tranche Subscribers, or alternatively (in consultation with the SCA) the Selling Shareholders may extend the Closing Date for the First Tranche, the Second Tranche and the Third Tranche or close the Offering at the level of applications received.

The Second Tranche:

Size: 88% (eighty eight per cent) of the Offer Shares, representing up to 2,645,076,859 Shares.

Eligibility: Second Tranche Subscribers, as described in the “Definitions and Abbreviations” section of this Prospectus.

Minimum application size: The minimum application size is AED 5,000,000.

Allocation policy: Allocations within the Second Tranche will be determined by the Company and the Selling Shareholders, in consultation with the Joint Lead Managers (excluding HSBC Bank Middle East Limited in connection with any Offering to natural persons). It is therefore possible that Subscribers who have submitted applications in this tranche may not be allocated any Offer Shares or that they are allocated a number of Shares lower than the number of Offer Shares mentioned in their subscription application.

Discretionary allocation: The Company and the Selling Shareholders reserve the right to allocate Offer Shares in the Second Tranche in any way as they deem necessary. It is therefore possible that Subscribers who have submitted applications in this tranche may not be allocated any Offer Shares or that they are allocated a number of Offer Shares lower than the number of Offer Shares mentioned in their subscription application.

Unsubscribed Offer Shares: If all of the Offer Shares allocated to the Second Tranche are not fully subscribed, then the Offer will be withdrawn.

The Third Tranche:

Size: 2% (two per cent) of the Offer Shares, representing up to 60,115,383 Shares. The Selling Shareholders reserve the right to amend the size of the Third Tranche at any time prior to the end of the subscription period at their sole discretion, subject to the applicable laws of the UAE and the approval of the SCA. Any increase in the size of the Third Tranche will result in a corresponding reduction in the size of the First Tranche and/or the Second Tranche (as applicable), provided that the subscription percentage of the subscribers in the Second Tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche and the Third Tranche does not exceed 40% of the Offer Shares in aggregate. Each subscriber in the Third Tranche will be guaranteed a minimum allocation of 1,000 Shares.

Eligibility: Third Tranche Subscribers, as described in the “Definitions and Abbreviations” section of this Prospectus.

Minimum application size: AED 5,000, with any additional application in increments of at least AED 1,000. Each subscriber in the Third Tranche will be guaranteed a minimum allocation of 1,000 Shares.

Allocation policy: In case of over-subscription in the Third Tranche, at the outset, 1,000 Offer Shares will be allocated to each Subscriber, and any additional Offer Shares will then be allocated to Third Tranche Subscribers pro rata to each Subscriber’s subscription application amount based on the Final Offer Price. Applications will be scaled back on the same basis if the Third Tranche is over-subscribed. Any fractional entitlements resulting from the pro rata distribution of Offer Shares will be rounded down to the nearest whole number. Shares will be allocated in accordance with the aforementioned allotment policy, based on the Final Offer Price.

Unsubscribed Offer Shares If all of the Offer Shares allocated to the Third Tranche are not fully subscribed, the unsubscribed Offer Shares shall be made

available for subscription by First Tranche Subscribers, or alternatively (in consultation with the SCA) the Selling Shareholders may extend the Closing Date for the First Tranche, the Second Tranche and the Third Tranche or close the Offering at the level of subscriptions received.

Multiple applications

A Subscriber should only submit an application for Offer Shares under one Tranche. Duplicate or multiple applications within the same Tranche will be accepted and aggregated under a single NIN. In the event a Subscriber applies for subscription in more than one Tranche, the Receiving Banks, the Joint Lead Managers and the Selling Shareholders may deem one or both applications invalid.

Important notes

Successful subscribers in the First Tranche and the Third Tranche will be notified of the allocation of shares by means of an SMS.

Upon the Listing of the Shares on the ADX, the Shares will be registered in an electronic system applicable to the ADX. The information contained in this electronic system will be binding and irrevocable, unless otherwise specified in the applicable rules and procedures governing the ADX.

Subject to the approval of the SCA, the Company reserves the right to alter the percentage of the Offer Shares offered to all Tranches, which is to be made available to either the First Tranche, the Second Tranche or the Third Tranche.

Second Section: Key details of the Company

1. Overview of the Company

Details of current Board Members:

Name Year of birth Position Year appointed

H.E. Dr. Sultan Ahmed Al Jaber 1973 Chairperson 2022 Thomas Gangl 1971 Vice Chairperson 2022

Khaled Salmeen 1973 Director 2022 Abdulaziz Alhajri 1963 Director 2022 Khaled Al Zaabi 1985 Director 2022 Omar Al Farsi 1984 Director 2022

Tasnim Ahnaish 1987 Director 2022 Mark J. S.Tonkens 1962 Director 2022

Philippe René M. Roodhooft 1963 Director 2022 Thomas Michael Boesen 1968 Director 2022

Name of the Company: Borouge plc

A free zone public company limited by shares incorporated in the ADGM pursuant to the Companies Regulations

Primary objects of the Company: The objective of the Company is to act as a holding company of its operational subsidiaries, which activities include, among others:

own, erect, maintain and operate petrochemicals production factories, which include ethylene, polyethylene, propylene, polypropylene and any other chemicals as may be decided by the shareholders;

store, transport and sell the company’s products; and

any new lines of business entered into by the company in accordance with the company’s articles of association.

Head office: Part of Level 28, Level 28, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates

Branches: The Company does not have any branches

Details of trade register and date of engaging in the activity:

License no. 000007602; 28 April 2022

Term of the Company: Not applicable

Financial year: 1 January to 31 December

Major banks dealing with the Company: First Abu Dhabi Bank PJSC and HSBC Bank Middle East Limited

H.E. Dr. Sultan Ahmed Al Jaber holds a number of positions on the boards of directors of several public joint stock companies in the state. Mr. Khaled Salmeen is a member of the board of directors of (i) Abu Dhabi Marine Business and Services Company PJSC, (ii) Abu Dhabi Oil Refining Company (Takreer), (iii) Abu Dhabi National Oil Company for Distribution PJSC, and (iv) Fertiglobe plc. Mr. Abdulaziz Alhajri is a board member of Arkan Building Materials Company PJSC. Mr. Khaled Al Zaabi is a member of the board of directors of Abu Dhabi Oil Refining Company (Takreer).

No bankruptcy ruling or a bankruptcy arrangement has been issued against any member of the Board or members of the senior management of the Company.

None of the members of the board of directors or the senior management and their first-degree relatives own any shares in the Company or its subsidiaries.

Summary of the remuneration of the Board and senior management team

As the Company was recently formed, the board of directors did not receive remuneration from the Company in 2022. The total annual amount which was paid to the senior management of the Company for the year ended 31 December 2021 was USD 2,506,412.

Details of the Company’s investments in its subsidiaries and other affiliated companies

Please refer to Annex 4 for an overview of the Company’s direct and/or indirect investments in its subsidiaries and its affiliated companies.

2. Business Description

Investors should read this section in conjunction with the more detailed information contained elsewhere in this Prospectus including the financial and other information. Where stated, financial information in this section has been extracted from the Financial Statements and the Unaudited Pro forma Financial Information.

Overview

The Borouge Business was established in 1998 through a strategic partnership between ADNOC and Borealis, combining the strengths and experience of each party through the operations joint venture, ADP, headquartered in Abu Dhabi and the sales and marketing joint venture, PTE, headquartered in Singapore. ADP consists of the main manufacturing activity of Borouge and accounts for almost 90% of the combined Borouge revenue and more than 95% of adjusted EBITDA, whereas PTE consists of the sales and marketing arm of the Borouge business. As at the date of this Prospectus, 60% of the Company’s total issued share capital is directly held by ADNOC and 40% of the Company’s total issued share capital is directly held by BMEH.

ADNOC is one of the largest integrated energy companies globally that operates across the hydrocarbon value chain, including exploration, production, storage, refining, petrochemicals, gas processing, marketing and distribution, manages approximately 95% of the UAE’s total oil and gas reserves, and is an industry leader for carbon capture. ADNOC was formed by the Emirate of Abu Dhabi in 1971 to manage crude oil exploration, production and distribution in Abu Dhabi, developing Abu Dhabi into one of the world’s leading oil producers and fuelling the growth of Abu Dhabi and the UAE.

Borealis is one of the world’s leading providers of advanced and circular polyolefin solutions and a European market leader in base chemicals, polyolefins and the mechanical recycling of plastics. Borealis is headquartered in Vienna, Austria, has approximately 6,900 employees, operates in 120 countries and has over 11,000 individual patents (including pending patents). Borealis is 75% owned and fully consolidated by OMV (a multinational integrated oil, gas and petrochemical company headquartered in Vienna), with the remaining 25% owned by Mubadala. On 29 April 2022, ADNOC announced the entry into a strategic transaction for the acquisition of Mubadala’s 25% stake in Borealis. Upon completion of the transaction, which is

subject to customary closing conditions and regulatory approvals, Borealis will be owned 25% by ADNOC and 75% by OMV.

We are a petrochemical company and one of the world’s leading providers of innovative and differentiated polyolefin solutions. We provide value-creating polyolefin solutions for the agriculture, infrastructure, energy, advanced packaging, mobility and healthcare industries. We employ over 3,100 people and serve customers in over 50 countries across Asia, the Middle East and Africa. Our portfolio of products comprises polyethylene (the most common form of polymer in use) and polypropylene (the second most common form of polymer) which are used for a variety of applications such as pipes and fittings, wires and cables, automotive, sustainable packaging, agriculture and medical applications.

We are committed to providing creative polyolefin solutions for a wide range of industries and customers around the world in an effective and environmentally sound manner. Using Borealis’ advanced proprietary technologies (consisting of Borstar® and 1-Butene or 1-Hexene based products), our solutions contribute to addressing global challenges such as climate change, food waste and scarcity, access to fresh water, energy conservation, healthcare support and waste management. Therefore, we are developing new ways to reduce material use, extend the durability of products, promote new designs that enhance reuse and recycling, and encourage the use of recyclates (recycled materials) and materials that are recyclable where possible across our value chain.

We operate one of the world’s largest single site polyolefin complexes in Ruwais, UAE, and have a diverse regional footprint of logistics hubs, warehouses and gateways across the MENA region, Europe, and Asia Pacific. Our marketing and sales headquarter is located in Singapore and we also operate a Compounding Manufacturing Plant (“CMP”) in Shanghai, which compounds resins from the Ruwais plant for, amongst others, the Asian automotive industry and other markets including medical and hygiene. As of the date of this Prospectus, our production capacity was approximately 2.7 Mt/y of polyethylene, 2.2 Mt/y of polypropylene and 0.1 Mt/y of other products.

With our comprehensive logistics, sales and marketing network, we focus on Borouge’s distinct go-to-market approach, which involves a close value-chain interface, where we interact and collaborate with, among others, manufacturers, customers and ultimate end-users in order to identify their challenges and requirements. Our Innovation Centre in Abu Dhabi and Application Centre in Shanghai also play an important role in supporting the customers through developing new creative solutions that bring value to all players in the value chains, including industry manufacturers, converters, and end-users.

We have a strong leadership team based in Abu Dhabi and Singapore, which allows us to optimize operational and commercial processes to deliver efficiencies across the board. We are committed to operational and commercial excellence, with a detailed efficiency enhancement strategy focused on safety, plant reliability and integrity, and cash flow optimisation.

Our asset base is favourably positioned in the first quartile of the global cost curve (according to IHS) due to economies of scale, a modern asset base, and advantaged access to key feedstocks, including ethane and propylene. Operationally, our plants are young and highly reliable. Approximately 90% of our capacity is less than 12 years old and is running year-round with limited downtime as demonstrated by our high asset reliability at 96% in 2021. We have long-term access to cost competitive feedstock enabled by the location of our assets in the Ruwais industrial complex vis-à-vis our feedstock supplier, ADNOC, and competitively priced utilities by virtue of the supply agreements we have in place. See “- Material Agreements”.

Our polymer solutions are used to manufacture consumer products like packaging, food containers, medical containers and greenhouse films, and infrastructure products like water and gas pipes and cables for power transmission. The solutions we provide can be categorised under two main product segments:

Consumer Solutions

This includes, among other things, (i) sustainable packaging, (ii) mono-material solutions, and (iii) greenhouse films. Our products enable solutions designed for circularity and recyclability.

As part of our agriculture solutions, we aim to solve challenges for farmers and their growing businesses, and the communities they feed, helping bring fresh food to our homes. Our innovative solutions in greenhouse films, crop cover films, mulch films and drip irrigation, help farmers increase crop productivity through higher yields. In addition, we deliver sustainable packaging solutions for consumers and industrial applications that are designed to be safe, light, affordable, attractive and environmentally friendly. Our flexible and quality polymer packaging solutions include lamination, high-strength packaging, frozen and snack food packaging, and shrink films, that help keep produce fresh and last longer without compromising on sustainability.

Infrastructure Solutions

This includes, among other things, (i) piping (including water systems), and (ii) energy solutions.

We provide high quality polyolefin compounds to the wire and cable industry across the world. Our innovations, including polymer wires, cable coatings and insulation materials, make power grids more reliable, help eliminate power wastage, and make it possible to transport energy from renewable sources more efficiently and over longer distances, which is considered a speciality business. Our materials for pipes are used in many different industries including water and gas supply, wastewater and sewage disposal, plumbing and heating, and oil and gas. Our corrosion-free, durable and reliable pipe solutions boost the sustainability of pipe networks by making them safer, longer-lasting and more efficient, helping eliminate wastage and loss and offering energy savings.

Other Solutions

In addition, we have extensive experience in developing innovative solutions for the mobility industry. We deliver a portfolio of customised mobility solutions for durable and lightweight exterior and interior components, and under-the-bonnet applications. Because of our mobility innovations that include bumpers, body panels, exterior trims, dashboards, door claddings, front end carriers and others, vehicles are made lighter. Our polyolefin components are also used for medical devices, and pharmaceutical and diagnostic packaging, offering a high level of reliability, stability, traceability and consistency.

Financial Summary

For the three months ended 31 March 2022 and the year ended 31 December 2021, we had revenue of USD 1,372 million and USD 5,477 million, respectively, profit for the period/year of USD 336 million and USD 1,459 million, respectively, and Adjusted EBITDA of USD 611 million and USD 2,633 million, respectively, in each case in respect of ADP only. In addition, we had total assets of USD 10,468 million as of 31 March 2022 and USD 9,781 million as of 31 December 2021, in respect of ADP only.

Competitive Strengths

We are a leader in premium polyolefin solutions, operating in a robust industry environment with strong demand growth

As a leader in premium polyolefins solutions, our sales volume in the consumer solutions and infrastructure solutions amounted to 2.5 Mt/y and 1.7 Mt/y in the year ended 31 December 2021, respectively (or approximately 59% and 41% of our total sales excluding sales to the mobility and healthcare industry, respectively) for the year ended 31 December 2021. For that same period, our polymer products were mainly sold across Asia (representing approximately 59% of our sales) and the Middle East and Africa (representing approximately 33% of our sales) (the “Borouge Markets”), with the remaining 9% of our sale volumes being sold across the rest of the world.

According to IHS, Asia, the Middle East and Africa combined represented 68% of the global polyolefins demand during the year ended 31 December 2021 which amounted to 200 Mt and is expected to account for approximately 86% of global polyolefins demand growth during the period between 2022 and 2026. During that same period, IHS has forecasted approximately 1.2x GDP growth in consumer solutions and approximately 1.4x GDP growth in infrastructure solutions.

We own and operate a highly attractive polyolefin production facility

We have managed to increase our production capacity by a multiple of 10 from the year 2001 to the first quarter of 2022, through strategic and systematic expansions, whereby we managed to increase our production capacity from 450 Kt in Borouge 1 in the year 2001 to 600 Kt as part of Step II (which was a debottlenecking project) in 2005 followed by the increase to 2 Mt in the year 2010 as part of the expansion to Borouge 2 and 4.5 Mt in the year 2015 as part of our expansion to Borouge 3, and with our production capacity reaching 5 Mt as part of the PP5 expansion in the first quarter of the year 2022 (as illustrated below):

We have a notable track record of delivering all of our projects on time and on budget, from the expansions of Borouge 1, to constructions of Borouge 2, Borouge 3 and most recently PP5 (which included over 24 million safe man hours during the project execution phase).

In addition, we maintain a young and well-maintained asset base with limited maintenance capital expenditure requirements which enhances our production capacities. In 2021 we reached an overall asset reliability run-rate of 96% and we achieved a first time right production rate of 96%.

The above combined with our advantageous long-term feedstock supply contracts and proprietary Borstar® technology makes us a highly attractive polyolefins platform globally and positions us within the first quartile of the global cost curve (based on IHS data). See “Industry Overview – Cost Curves”.

Innovation and value chain collaboration powered by Borstar® technology and enhanced by direct access to target markets

Our access to, and use of, technology owned by Borealis enables us to have industry-leading innovation capabilities and tailored solutions for demanding end-use applications. Over the past 20 years, we have leveraged the competitive advantages of our relationship with Borealis, including access to Borstar® technology, technical know-how, innovation capabilities, exchange of in-depth knowledge and best practices on commercial and operational excellence.

These factors have contributed to our growth and advantageous position as a leading provider of innovative and differentiating polyolefin solutions.

Borstar® technology allows for the production of tailored product grade and solutions to fulfil the specific needs of our customers and for improved processability and mechanical properties and shorter cycle times for our customers. This supports our focus on premium price end-markets through a differentiated product offering. We are targeting 1 Mt/y additional infrastructure solutions sales volumes from sustainable applications by 2030. In addition, Borstar® technology provides us with a competitive edge (as its bimodality is key to product design and application performance), and can be operated at scale, and with low operating expenditure, which helps to strengthen our cost position compared to our competitors.

We engage with our shareholder, Borealis, in innovation and new product development with the aim to benefit all stakeholders. We have a team of over 100 research and development personnel, including scientists, researchers and technicians that are based in Abu Dhabi and Shanghai. We have 25 polymers research labs and more than 240 advanced testing equipment. Over 20% of our sales volume in 2021 was generated by new products developed within the preceding 5 years. We currently have new research projects covering all of our market segments and we aim to be able to maintain this ratio above 20%. We have dedicated budgets for research and development and aim to maintain our investments in our portfolio of products and maintain our competitive edge.

In addition, we own and operate one of the world’s largest integrated polyolefin complexes in Ruwais, UAE, and have a diverse regional footprint of logistics hubs (including operational partnerships with Khalifa Port in Abu Dhabi and 11 other logistics hubs in our target markets), warehouses and gateways across the MENA region, Europe, and Asia, which provides us with an extensive direct sales network and intelligence covering markets representing approximately 85% of our sales volumes.

We have superior products yielding premium prices

At Borouge, we have a regular process to review our product portfolio, including our product segmentation and differentiation. Through this process, we assess a range of factors including the level of premium above market benchmark reference achieved, market opportunity, technical complexity, barriers to entry and various other factors. We define differentiated products as those having high technical performance, high barriers to entry, high premium (consisting of at least USD 100 per ton above the relevant benchmark) and high growth market opportunity.

Based on the above, we estimate that approximately 80% of our polyolefin products are differentiated. This has been achieved through our integrated go-to market approach driving customer value-add, our use of the Borstar® technology (which comprises advanced processability and mechanical properties with a high degree of recyclability) and continued strive for innovation through the development of new product grades and applications.

The tables below set out the polyolefin realised prices relative to polyethylene and polypropylene benchmarks for the three-year period from 2019 to 2021 and our target price for 2022 and in the medium term:

Product Benchmark 2019 2020 2021 2022 Target (USD per ton) (USD per ton) (USD per ton) (USD per ton)

Polyethylene Borouge PE Average Realised Price(2)

1,103 981 1,421 -

NEA PE Price Benchmark(1)

963 859 1,087 -

Borouge PE Premium to Price Benchmark

140 122 334 Approx. 200

Product Benchmark 2019 2020 2021 2022 Target (USD per ton) (USD per ton) (USD per ton) (USD per ton)

Polypropylene Borouge PP Average

Realised Price(2)

1,130 1,004 1,313 -

NEA PP Price

Benchmark(1)

1,026 907 1,166 -

Borouge PE Premium to Price Benchmark

104 97 147 Approx. 140

_______________

(1) This is the average polyethylene and polypropylene (as applicable) North East Asia prices (according to IHS) weighted to ADP polyethylene and polypropylene (as applicable) sales volumes each year.

(2) These figures are calculated based on ADP only. Borouge Polyolefins Average Realised Price calculated as weighted average of ADP polyethylene and polypropylene Average Realised Prices. Realised Prices are calculated as (revenue plus commissions) divided by volumes for polyethylene and polypropylene, respectively. Revenue reflect IFRS revenue, which are net of rebates and commissions and including sales to CMP.

Robust financial profile

The combination of our market leading position, diversified global footprint, innovation capabilities, operational excellence and strong cost discipline has enabled us to achieve strong operating profitability and operating cash flows. Our pro forma Cash Conversion and our pro forma Adjusted EBITDA for the year ended 31 December 2021 were 91% and USD 2.7 billion, respectively, and our pro forma Adjusted EBITDA Margin for the same period was 44%. We have demonstrated consistently high levels of profitability and cash flow generation over the last few years, with our (i) revenue in the year ended 31 December 2021 amounting to USD 5,477 million (an increase from USD 4,093 million in the year ended 31 December 2020), (ii) Cash Conversion for the year ended 31 December 2021 was 90% and (iii) operating free cash flow in the year ended 31 December 2021 amounting to USD 2,381 million (an increase from USD 1,394 million in the year ended 31 December 2020), in each case in respect of ADP only. We have also managed to reduce our capital expenditure to USD 252 million in the year ended 31 December 2021 from USD 383 million and USD 537 million for the years ended 31 December 2020 and 31 December 2019 respectively (in respect of ADP only). Our pro forma Leverage for the year ended 31 December 2021 was 1.2x. In addition, the dividends (including dividends paid as proceeds from financing) paid by ADP for the years ended 31 December 2019, 2020 and 2021 were USD 1,800 million, USD 1,340 million and USD 5,380 million, respectively, and dividends in the amount of USD 5,480 million were paid on a pro forma basis for the year ended 31 December 2021.

Our Strategy

Continue developing our global commercial strategy by capitalising on favourable positioning to grow our product portfolio through innovation, products addition, and strategic market and geographic expansion

We distribute our products to more than 50 countries. We have over 200 customer-facing employees across 12 offices and we generate approximately 85% of our sales volumes via direct sales channels. Our solutions are key to meeting the global requirements for polyolefin products. Our advanced and geographically advantageous footprint facilitates a global approach for our commercial strategy, which allows us to align our sales and marketing activities to leverage our global distribution network and cultivate direct customer relationships to deliver strong financial results. Our coordinated global sales and marketing organization is supported by strong distribution and logistics capabilities, thereby allowing us to reach customers around the world while seeking to maximise returns. We are concentrating our expansion on the fastest growing markets globally, an approach that is enabled by our production complex in the Middle East and our marketing, sales and delivery platform headquartered in Singapore.

We believe that global population growth, an increase in healthcare needs due to an increased aging of the population, urbanisation and socio-economic factors, among other things,

generates sustained polyolefins demand for the foreseeable future. We also anticipate significant demand growth potential for solutions that are fully recyclable and support the principles of a circular economy. Therefore, we are developing new ways to reduce material use, extend the durability of products, promote new designs that enhance reuse and recycling, and increase the use of recyclates where possible across our value chain and resins based on renewable feedstock.

Furthermore, we are actively exploring opportunities to optimize our distribution and production capabilities. We intend to continue to devote substantial resources to the development of new technologically advanced products, and we expect to continue to devote a substantial amount of expenditure to the research and development functions of our business.

When evaluating opportunities to optimise our presence in our key markets or gain entrance into strategically attractive markets or adjust our capabilities, we have a clear financial policy in place and evaluate any potential expansions and/or transactions against our strict financial policies and return requirements. Borouge 4, the expansion project including the construction of a 1.5 Mt/y ethane cracker, two Borstar® polyethylene units and a cross-linked polyethylene unit, forms part of the strategy to expand our operations. This additional capacity is expected to commence in 2025. See “Risk Factors – Risks Relating to our Business – If the Re-contribution of Borouge 4 is delayed, completed on terms less favourable than anticipated, or does not happen at all, we will not benefit from the expected additional production capacity”.

Maximize cash flow generation by decreasing controllable costs through our operational excellence program

In addition to generating strong free cash flows by seeking to maximize margins, we have launched an operational excellence program focused on three key pillars: (i) process safety and asset reliability, (ii) energy efficiency, and (iii) cost optimization. The process safety and asset reliability pillar encompasses site-led improvement programs (reflecting site- specific process safety and reliability priorities), the reliability program (focusing on the identification and elimination of repeat issues) and structured readiness reviews (to improve completion times, competitiveness and predictability). The energy efficiency pillar encompasses energy efficient designs, an immediate focus on operational excellence supported by industry-leading monitoring tools, and the identification and pursuit of further efficiencies through select value accretive investments. The costs optimization pillar encompasses capital deployment optimization (i.e., optimizing capital expenditure and strictly reviewing controllable costs), a central procurement strategy and sharing best practices.

The program leverages existing expertise across our platform to share best practices, provide in-house technical support and cooperate on committees to implement preventative and predictive programs, including assessment of the end of life for equipment and associated systems. The program is targeted to achieve consistently higher utilization rates, reduce energy consumption and in turn reduce GHG emissions over the medium term (consistent with our emissions reduction target). The program will also seek to optimize outside resourcing and maintenance costs by challenging capital expenditure plans, including turnarounds to improve efficiencies and to maintain low maintenance capital expenditure levels.

Maintain HSE performance

We are committed to providing a safe and healthy workplace by fostering a culture of zero harm at our production complex and across all of our functions and implementing international safety standards to minimise potential risks to people, communities, assets or the environment. We seek to regularly train our employees to implement the best sustainable practices and currently have one of the lowest total recordable injury rates (TRIR) in the industry, with a current rate of 0.22 injuries per million hours worked. We also average a lost time injury rate of 0.06 from 2007 to 2021. Borouge health and safety management system is comprehensive, and focuses on continuous improvement through adoption of international best practice frameworks and learning. We are certified for OHSAS 45001:2018, and independent audits are carried out every three years. The last audit took place in 2020, and no major non-conformities were found. Please see “ –Environmental, Social and Governance (ESG) Performance”.

Our History

Year Milestone

1998 ADNOC and Borealis agreed to form an operations joint venture to build and operate a petrochemical complex in Ruwais, UAE (ADP) and a sales and marketing company in Singapore (PTE).

2001 The new petrochemical complex in Ruwais, UAE, starts up of an ethane cracker and two Borstar® polyethylene units, with a total manufacturing capacity of polyolefins of approximately 450 Kt/y.

2005 Borouge 1 expansion is completed/ The total manufacturing capacity of polyolefins expands to approximately 620 Kt/y.

2006 Borouge signs the Responsible Care® RC Global Charter and co-founds the Gulf Petrochemicals and Chemicals Association.

2007 Together with Borealis, Borouge launches the “Water for the World” initiative.

2010 The CMP in Shanghai starts up, with a production capacity of approximately 50 Kt/y. Furthermore, the Borouge 2 expansion is completed, which includes an additional ethane cracker, a third polyethylene unit, an olefins conversion unit (OCU) for converting ethylene to propylene, and two new polypropylene units. This expansion spearheads our entrance into polypropylene production, increasing the total manufacturing capacity of polyolefins from approximately 600 Kt/y to approximately 2.0 Mt/y.

2011 Borouge 2 reaches full performance levels with start up in record time.

2013 Borouge achieves the RC 14001 certification.

2015 The Borouge 3 expansion is completed, which includes an additional ethane cracker, two polyethylene units, two polypropylene units, and a low-density polyethylene (LDPE) unit. This expansion increases the total manufacturing capacity of polyolefins from approximately 2.0 Mt/y to approximately 4.5 Mt/y. The production capacity of the CMP in Shanghai increases to approximately 90 Kt/y. Furthermore, the Innovation Centre is inaugurated in Abu Dhabi.

2016 The production of XLPE commences. Furthermore, Borouge achieves the OHSAS 18001 Certification (which was, at the time, the occupational health and safety standard) and wins the Gold category of the Sheikh Khalifa Excellence Award (SKEA), which was launched by the Abu Dhabi Chamber of Commerce & Industry in 1999 as a blue print, a roadmap and a methodology for continuous improvement aimed at enhancing the competitiveness of the business sector in Abu Dhabi and the UAE. Furthermoew, the Shanghai Application Centre is inaudurated.

2017 Intentions to develop the Borouge 4 project are announced. Borouge also launches Anteo™ globally together with Borealis.

2018 Borouge signs an engineering, procurement & construction (EPC) contract for PP5, an additional polypropylene plant based on Borealis’ proprietary Borstar® technology.

2019 Borouge wins the Gold category of the Sheikh Khalifa Excellence Award (SKEA) for the second time.

2020 Borouge starts producing a polypropylene grade in Ruwais to make face masks, following the outbreak of COVID-19, as part of our social responsibility

towards communities we operate in. Furthermore, a new marketing office is established in Cairo, Egypt.

2021 ADNOC and Borealis sign a $6.2 billion partnership agreement for the development of Borouge 4, the expansion project including the construction of a 1.5 Mt/y ethane cracker, two Borstar® polyethylene units and a cross-linked polyethylene unit. PTE wins the best employer award in Singapore for the fourth year in a row and in China for the second year in a row.

Q1 2022 PP5 came on stream in February 2022, increasing the polypropylene production capacity to approximately 2.2 Mt/y and total polyolefins capacity of 5.0 Mt/y.

Corporate Structure

As of the date of this Prospectus, ADNOC holds 60% of ADP's and 50% of PTE's issued share capital whereas Borealis holds 40% of ADP's and 50% of PTE's issued share capital. The structure chart below sets forth the corporate structure of the Group (which is prior to completion of the Borealis Transfer and the Reorganisation and prior to Listing:

In connection with and prior to Listing, Borealis will complete the Borealis Transfer pursuant to which Borealis will transfer its shareholding in ADP and PTE to BMEH. The structure chart below sets forth the corporate structure of the Group following the Borealis Transfer and prior to Listing:

Following the Borealis Transfer, the Group will undertake a reorganisation of its corporate structure as a result of the consummation of the transactions set forth in the Subscription and Transfer Agreement between ADNOC and BMEH. Under the terms of the Subscription and Transfer Agreement, prior to Listing, the Company will become the holder of the entire issued share capital of ADP and the holder of 84.75% of the issued share capital of PTE.

Following the Borealis Transfer and prior to Listing, the Subscription and Transfer Agreement provides that:

a) ADNOC shall transfer to the Company:

i. its full legal and beneficial interests in ADP, being 60% of ADP’s total issued and outstanding share capital; and

ii. its full legal and beneficial interests in PTE, being 50% of PTE’s total issued and outstanding share capital, and

b) BMEH shall transfer to the Company:

ii. approximately 34.75% of PTE’s total issued and outstanding share capital (as a result of which BMEH will retain approximately 15.25% of PTE’s total issued and outstanding share capital (the “Retained PTE Shareholding”)).

In consideration of the transfer by ADNOC of its shares in ADP and PTE and the transfer by BMEH of its shares in ADP and PTE (other than the Retained PTE Shareholding), in each case to the Company, the Company will:

a) issue and allot new shares to ADNOC, that will result in ADNOC holding, immediately prior to Listing, 60% of the Company’s total issued and outstanding share capital; and

b) issue and allot new shares to BMEH, that will result in BMEH holding, immediately prior to Listing, 40% of the Company’s total issued and outstanding share capital.

The structure chart below sets forth the corporate structure of the Group following completion of the Reorganisation and immediately following Listing assuming that the Selling Shareholders sell all of the Shares being offered in the Offering and that the size of the Offering is not increased:

Borouge 4 Carve-out and Re-Contribution

In November 2021, ADNOC and Borealis signed a USD 6.2 billion partnership agreement for the development of “Borouge 4”, an expansion project, including the construction of a 1.5 Mt/y ethane cracker, two 700 kt/y Borstar® polyethylene units (PE 6 and PE 7) with HDPE and LLDPE capabilities and a cross-linked polyethylene unit (XLPE 2, which will be located in the Borouge 3 plant, adjacent to the existing XLPE 1 plant and Borouge 4 will involve the development, replacement, expansion and/or upgrade of other facilities located within the wider Borouge plant).

Borouge 4 is located within the Ruwais Industrial Zone and is adjacent to Borouge 1, Borouge 2 and Borouge 3 and it is intended that, upon commencing operations, Borouge 4 will form part of the Company’s integrated production facilities. Borouge 4 is expected to commence operations in 2025 and is designed to provide 1.4 million tons of additional polyolefins production capacity. See “Risk Factors – Risks Relating to our Business – If the Re-contribution of Borouge 4 is delayed, completed on terms less favourable than anticipated, or does not happen at all, we will not benefit from the expected additional production capacity”. Once Borouge 4 is contributed to ADP (discussed below), we expect our total production capacity to reach 6.4 Mt/y.

Borouge 4 utilises third generation Borstar® technology and will utilise feedstock, utilities and other inputs supplied by ADNOC Group Companies. Borouge 4 is designed to produce 1.5 million tons of ethylene, with approximately 1.4 million tons to be used in PE 6 and PE 7 and approximately 75 kilotons to be used in hexene-1 production and the XLPE 2 unit will utilise resin feed from the Borouge 3 plant to produce clean XLPE.

The Borouge 4 expansion project is aligned with our vision for sustainability and growth as we expect the products produced at Borouge 4 to be utilised in the production of high-value, sustainable polyolefin (70% infrastructure solutions and 30% consumer solutions). It is also expected that the Borouge 4 plant will contribute towards increased economic activity in the UAE through direct job creation and generating increased polyolefins exports, therefore positively impacting the UAE’s GDP and its position in the global petrochemicals market.

Whilst we expect the development of Borouge 4 to be value accretive in the long term, we acknowledge that there are certain risks and impacts associated with the development of industrial projects. See “Risk Factors – Risks Relating to our Business – If the Re-contribution of

Borouge 4 is delayed, completed on terms less favourable than anticipated, or does not happen at all we will not benefit from the expected additional production capacity”. As a result, whilst the initial development of Borouge 4 was commenced by ADP, the development of Borouge 4 has been carved-out of ADP and will be undertaken by B4 LLC, a separate legal entity owned by ADNOC and BMEH. As a result, the development of Borouge 4 will be legally and economically segregated from the Company, with the intention of insulating the Company from any associated risks and impacts.

Borouge 4 has been carved-out in an attempt to: (i) minimise ADP’s (and therefore the Company’s) exposure to construction risk in relation to Borouge 4, including potential cost overruns or delays in relation thereto; (ii) optimise the Company’s capital structure and cash flows, by ensuring that Borouge 4 is developed outside the Company’s balance sheet, meaning that the Company will not be required to provide the capital investment necessary to develop Borouge 4, and will be insulated from any adverse economic impacts from the development of Borouge 4, as a result, the Company’s capital and cash flows will be preserved for other purposes; and (iii) facilitate the Company's capacity to pay dividends to its investors, by protecting its cash flows.

Notwithstanding the initial carve-out of Borouge 4, ADNOC and Borealis intend for Borouge 4 to eventually form part of the Company’s integrated production facilities. In this regard, ADNOC and Borealis intend to ‘recontribute’ Borouge 4 to the Company, in consideration for the payment of a purchase price by the Company, once the Borouge 4 plant is “ready for start-up”, which is expected to be in the fourth quarter of 2025 (see “– IPO Sponsor Agreement”)..

The Re-contribution is intended to eventually comprise 100% of Borouge 4, through either a single or series of transactions, which is intended to be financed through debt financing. The purchase price will be agreed between ADNOC and BMEH (on the one hand) and the Company and ADP (on the other hand), as representing the value of the entire issued share capital of B4 LLC at the time of the Re-contribution. The acquisition value for the Re-contribution will be determined at the time of the Re-contribution and subject to the economic outlook and market valuations for similar assets at the time. It is expected that the Re-contribution will include an independent third-party assessment of the acquisition value and/or a fairness opinion from reputable financial institution(s). The Re-contribution is expected to be accretive to operating cash flows per share and dividends per share. See “– IPO Sponsor Agreement”.

We aim to maintain a robust capital structure and remain committed to our long-term target capital structure, while maintaining an investment grade credit profile. We expect that our net leverage may temporarily exceed long-term levels following the Re-contribution of Borouge 4, before the Borouge 4 EBITDA is fully ramped-up. Following the Re-contribution of Borouge 4, and the reset of the ethane pricing mechanism (pursuant to the New Feedstock Supply Agreement), we are targeting an overall EBITDA margin of not less than 40%.

In order to facilitate the carve-out of Borouge 4, and the development, construction and operation of Borouge 4 prior to the Re-contribution: (i) ADP and B4 LLC have entered into an asset transfer agreement pursuant to which all of ADP’s rights, title and interest in Borouge 4 as at the transfer date (including all initial construction works, contractual rights and work product procured in relation to Borouge 4) are transferred to B4 LLC, in consideration for payment by B4 LLC of a purchase price equivalent to the initial development costs incurred by ADP in relation to Borouge 4; (ii) ADP, PTE, B4 LLC, ADNOC and Borealis have entered into interim contractual arrangements for the provision of land rights, process technology, feedstock, utilities, other inputs and marketing services required for the development and operation of Borouge 4 prior to the Re-contribution, on substantially the same terms as such are provided to ADP (as applicable); and (iii) ADP and B4 LLC have entered into a service level agreement (“SLA”), pursuant to which ADP will provide certain corporate services required by B4 LLC for the development and operation of Borouge 4 prior to the Re-contribution, including finance services, operations services, procurement services and project management services. Services under the SLA will generally be charged on a direct reimbursement or cost-plus basis and the value of the services to be provided under the SLA is expected to be USD 80-120 million per year. See “Risk Factors – Risks Relating to our Business – If the Re-contribution of Borouge 4 is delayed, completed on terms less favourable than anticipated, or does not happen at all, we will not benefit from the expected additional production capacity”. It is intended that, following the Re-contribution, the interim contractual arrangements entered into to facilitate the

carve-out will fall away and Borouge 4 will be operated by ADP and will avail of the corresponding contractual arrangements in place with respect to ADP as required (see “– Material Agreements”).

IPO Sponsor Agreement

Prior to the publication of this Prospectus, ADNOC and BMEH entered into an IPO Sponsor Agreement relating to various matters connected with the listing of the Company. The Company is not a party to this agreement.

Pursuant to the IPO Sponsor Agreement, ADNOC and BMEH have agreed, among other matters, to certain restrictions on their ability to transfer shares in the Company, including the following:

until the occurrence of the Re-contribution, ADNOC will maintain (directly or indirectly via its wholly-owned affiliates) a minimum shareholding of at least 45% of the Company’s shares and Borealis AG will maintain (directly or indirectly via its wholly-owned affiliates) a minimum shareholding of at least 30% of the Company’s shares;

neither ADNOC nor BMEH will transfer shares in the Company to entities subject to certain sanctions;

in the event that BMEH wishes to transfer shares in the Company in circumstances where any consent is required from the Government of Abu Dhabi and this consent is refused, then ADNOC has agreed to acquire Borealis’ shareholding in the Company and Borouge PTE Limited for fair value; and

neither party will transfer its shares in the Company to certain competitors.

In addition, pursuant to the IPO Sponsor Agreement, ADNOC has agreed, subject to certain limitations, to nominate and vote its shares in the Company in favour of a certain number of candidates for appointment as directors who meet the criteria to be an “independent board member” under the Company’s Group Management & Governance Policy.

The IPO Sponsor Agreement also contemplates that ADNOC and BMEH, subject to the occurrence of certain events, may in the future transfer their shares in B4 LLC to ADP (see “-Borouge 4 Carve-out and Re-contribution”). The purchase price would be such amount as is agreed between ADNOC and BMEH (on the one hand) and the Company and ADP (on the other hand), as representing the value of the entire issued share capital of B4 LLC at the time of the Re-contribution and this valuation will be based on the principles that the Re-contribution is intended to be accretive for the Company’s ‘free float’ shareholders and also that B4 LLC should be valued as a going concern from the perspective of the Group in line with industry standards (and on the basis of a financial model utilising valuation best practices and external market data as appropriate). Once the precise timing and terms of the Re-contribution (including the purchase price based on the valuation principles summarised above) have been agreed, and subject to compliance with the Company’s governance regime (including its articles of association and related documents), ADNOC and BMEH have agreed to take necessary steps to implement the Re-contribution. In the event that the terms cannot be agreed (or the Re-contribution is otherwise postponed) then ADNOC and BMEH will re-assess the position after a period of 6 months. No member of the Group will be under any obligation to enter into any binding agreement to effect, or otherwise to consummate, the Re-contribution if the board of directors of the Company (or the relevant Group company) concludes it would be inconsistent with their duties as directors to cause the relevant entity to enter into such agreement or consummate the transaction, if the requirements of the Group’s governance regime (including the Company’s articles of association and related documents) are not met, or if the Re-contribution would be in breach of applicable law.

The IPO Sponsor Agreement also contains a provision pursuant to which, should ADNOC and BMEH agree on any future sale of their shares in the Company, ADNOC and BMEH will rebalance their direct and indirect interests in PTE such that their ownership interest in PTE (directly and indirectly) following such sell-down is equal to their respective ownership interests immediately prior to the sell-down.

Our Business

Our Products

We are a producer of premium polyethylene and polypropylene solutions.

Polyethylene is a lightweight, durable thermoplastic with variable crystalline structure. It is currently the most common plastic in use and is primarily used in many applications such as consumer solutions, construction, the automotive industry, and electronics, among others. Polyethylene is made from the polymerisation of ethylene monomer, and its chemical formula is C2H4. The principal raw materials used in the production of polyethylene is ethylene, which we produce from ethane purchased through long term supply contracts from ADNOC. Different grades of polyethylene exist, and they can be categorized based on their density and branching, the most common grades being:

Branched versions: Low-density polyethylene (LDPE) and Linear low-density polyethylene (LLDPE),

Linear versions: High-density polyethylene (HDPE) and ultra-high-molecular-weight polyethylene (UHMWPE),

Cross-linked: Cross-linked polyethylene (PEX or XLPE), and

Other: Medium-density polyethylene (MDPE).

Our HDPE and LLDPE plants are based on Borealis’ proprietary Borstar® technology while the LDPE plant is based on Lupotech T technology licensed from LyondellBasell. See “Industry Overview – Cost Curves”. All of our PE plants currently lie in the first quartile of the PE cost curve (according to IHS) due to access to cost advantaged ethylene feedstock obtained from steam cracking of low-cost ethane. Low feedstock, energy and utilities costs relative to other regions and integration to the ethylene production units make our PE plants highly competitive.

For the year ended 31 December 2021 and the three months ended 31 March 2022, we sold on a combined basis, 2,509 Kt of polyethylene and 610 Kt of polyethylene, respectively. For the year ended 31 December 2021 and the three months ended 31 March 2022, our combined sales of polyethylene generated USD 3,547 million of revenue (representing 57.0% of total revenue) and USD 904 million of revenue (representing 57.0% of total revenue), respectively.

Polypropylene is a rigid and crystalline thermoplastic. It is the second most common plastic in use today and the most commonly used thermoplastic in the world and, given its specific properties, is primarily used for packaging solutions, piping systems, medical applications, automobiles and appliances and in everyday objects like packaging trays, household products, battery cases, and medical devices, among others. It is made from the polymerisation of propylene, and its chemical formula is (C3H6). The principal raw material used in the production of polypropylene is propylene, which is purchased through long term supply contracts with ADNOC and produced in the olefins conversion unit converting ethylene to propylene. Different grades of polypropylene exist, the most common grades being:

Polypropylene Homopolymer: the most widely utilized general-purpose grade. It contains propylene monomer in a semi-crystalline solid form. Its main applications include packaging, textiles, healthcare, pipes, automotive and electrical applications.

Polypropylene Copolymer:

o Polypropylene Random Copolymer: produced by polymerising propylene with ethylene or butene bonds introduced in the polymer chains. These polymers are flexible and optically clear, making them suitable for applications requiring transparency and for products requiring an excellent appearance.

o Polypropylene Block Copolymer: propylene copolymer with ethylene, where the ethylene content is relatively larger (between 5 and 15%). Its ethylene comonomer

units are arranged in regular pattern (or blocks), which make a thermoplastic tougher and less brittle. These polymers are suitable for applications requiring high strength, such as industrial usages.

Similar to our PE plants, our PP plants are also based on Borealis’ proprietary Borstar® technology. All of our PP plants also currently lie in the first quartile of the PP cost curve (according to IHS), which is primarily due to access to cost advantaged propylene feedstock. See “Industry Overview – Cost Curves”.

For the year ended 31 December 2021 and the three months ended 31 March 2022, we sold on a combined basis, 1,772 Kt of polypropylene and 452 Kt of polypropylene, respectively. For the year ended 31 December 2021 and the three months ended 31 March 2022, our combined sales of polypropylene generated USD 2,538 million of revenue (representing 40.8% of total revenue) and USD 652 million of revenue (representing 41.1% of total revenue), respectively.

Our Production Capacities

The table below sets forth our nameplate capacity in terms of available hours and production capacity per annum for each product line at our production complex, as of 31 March 2022:

Operability Avail. hours(1) Design hours(2) Design (Kt)

PE 1.......................................... 8,760 8,000 300 PE 2.......................................... 8,760 8,000 320 PE 3.......................................... 8,760 8,000 700 PE 4.......................................... 8,760 8,000 540 PE 5.......................................... 8,760 8,000 540 PP 1.......................................... 8,760 8,000 400 PP 2.......................................... 8,760 8,000 400 PP 3.......................................... 8,760 8,000 480 PP 4.......................................... 8,760 8,000 470 PP 5.......................................... 8,760 8,000 480 LDPE........................................ 8,760 8,200 350 XLPE........................................ 8,760 7,500 80

_______________

(1) Available hours for production per calendar year.

(2) Hours of operation per calendar year according to plant design, specified in the technical documentation issued by the licensor.

We have optionality within our production complex to scale up and scale down the Production Capacity of one product compared to another, subject to each production unit’s aggregate MPC across our product lines, which provides us with the flexibility to react to the demands of, and trends in, the markets in which we operate.

Our Raw Materials

We use ethane, propylene, propane and butane in the manufacture of polyolefins. We also use natural gas as fuel gas in our production complex. We purchase our feedstock and other raw materials from ADNOC. We purchase raw materials primarily pursuant to long-term agreements with defined volumes and defined pricing formulae. See “—Material Agreements

Our feedstock, including ethane, propylene and propane is delivered to the battery limit of our production complex by ADNOC (our feedstock supplier). Butane is transported to us by ADNOC Distribution by road tanker from ADNOC Refining. See “Risk Factors—Risks Related to Our Business— Any significant delay or sustained interruption in the delivery of, raw materials upon which we depend for our operations”. Our feedstock is then used to produce ethylene (which is primarily used in production), polyethylene and polypropylene (as well as other by-products, such as hydrogen).

The main utilities used in our production processes include cooling water, nitrogen, steam and electricity. Steam is produced on site through our cracker processes and dedicated steam boilers. Nitrogen is partially produced on site by an air separation unit and partially provided by

ADNOC Industrial Gas. Electricity is provided through an ADNOC group company as well as produced at the ADNOC refinery site in Ruwais and is also obtained directly from the national grid.

Our Production Complex

Our petrochemical production plant is a fully integrated production complex in Ruwais which consists of multiple integrated operating units. The Borouge complex in Ruwais consists of an original plant (Borouge 1), to which four subsequent expansions (Step II, Borouge 2, Borouge 3 and PP5) have followed. As at 31 March 2022, the complex has a total polyolefins capacity of 5.0 Mt/y (approximately 2.7 Mt/y of polyethylene, approximately 2.2 Mt/y of polypropylene and approximately 0.1 Mt/y of other products), as illustrated in the graph below. Additionally, we also own and operate a CMP in Shanghai, with a production capacity of approximately 90 Kt/y.

Borouge 1

Borouge 1 encompasses an ethylene plant with capacity of 600 Kt/y, a butene-1 plant of 28 Kt/y and two swing bimodal high-density polyethylene and linear low density polyethylene units with a capacity of 225 Kt/y each using Borealis’ proprietary Borstar® technology, which were later expanded to an aggregate capacity of 620 Kt/y in 2005.

Borouge 2

Borouge 2 encompasses an ethylene plant with capacity of 1,490 Kt/y, an olefins conversion unit producing 752 Kt/y of propylene and 39 Kt/y of butene-1, an additional swing bimodal high-density polyethylene and linear low density polyethylene unit with a capacity of 700 Kt/y using Borealis’ proprietary Borstar® technology and two polypropylene units each with a capacity of 400 Kt/y using Borealis’ proprietary Borstar® technology.

Borouge 3 and PP5

Borouge 3 encompasses an ethylene plant with capacity of 1,480 Kt/y, a butene 1 plant with a capacity of 28 Kt/y, two linear low-density polyethylene and high-density polyethylene plants with capacity of 540 Kt/y each, two Borstar® polypropylene plants with capacity of 480 Kt/y each and a low-density polyethylene unit with capacity of 350 Kt/y and a cross linked polyethylene unit with a capacity of 80 Kt/y, as the same may be expanded or otherwise altered from time to time. As at 31 March 2022, Borouge 3 now also encompasses PP5 with capacity of 480 Kt/y, increasing total polyolefins capacity to 5.0 Mt/y. We believe the PP5 expansion enables Borouge to meet its customers’ demand for polypropylene solutions across key target markets in the Middle East, Asia Pacific and Africa and further strengthens Borouge’s offering of sustainable, innovative and differentiated solutions.

Borouge 4

Borouge 4 is designed to encompass an ethylene plant with a capacity of 1,500 Kt/y, a hexene-1 plant with a capacity of 75 Kt/y, two high density and linear low density polyethylene plants each with a capacity of 700 Kt/y, and a cross linked polyethylene unit with a capacity of 100 Kt/y. Borouge 4 has been carved out from our operations and is intended to be re-contributed into Borouge by the end of 2025. See “Borouge 4 Carve-out and Re-Contribution”.

Marketing, Sales and Customers

With the sales & marketing headquarters in Singapore through PTE, our global marketing, sales and delivery platform consists of a number of representatives based in offices across key markets such as China, Egypt, India, Japan, and Southeast Asia. We believe we have a built a strong local network of marketing, sales and customer service across the Borouge Markets. We have over 200 customer-facing employees across 12 offices and we generate approximately 85% of our sales volumes via direct sales channels.

Asia Pacific: Singapore (HQ) Beijing Guangzhou Shanghai Tokyo Bangkok Ho Chi Minh City Jarkata Mumbai New Delhi Middle East and Africa: Abu Dhabi Cairo

Our direct sales and customers are primarily located in fast growing markets in the Middle East, East Africa and Asia, and comprise a diverse customer base. Our polymer products were mainly sold across Asia (representing 59% of our sale volumes) and the Middle East and Africa (representing 33% of our sales), with the remaining 9% of our sale volumes being sold across the rest of the world. In addition, through our distributorship agreement with Borealis, our products are also sold in Europe, the Commonwealth of Independent States, and West and North Africa. We serve customers in the consumer solutions segment (which includes (i) sustainable packaging, (ii) mono-material solutions, and (iii) greenhouse films) and infrastructure solutions segment (which includes (i) non-ferrous piping, (ii) water systems, and (iii) energy solutions).

In addition, we sell our products to customers in the automobile and healthcare industries. Our customer base is diverse in terms of end-use markets as well as geographic location. This allows us to adapt to changes in market trends and demand. Due to our diversified customer base, we were able during the COVID-19 pandemic to (i) shift our production from infrastructure solutions to other materials used in healthcare and food protection, and (ii) alternate sales between China and India depending on the COVID-19 related restrictions and lockdowns imposed in such countries.

The following table sets out our sales volume by product for the three months ended 31 March 2022 and 2021, the years ended 31 December 2021, 2020 and 2019 and on a combined basis for ADP and PTE for the three months ended 31 March 2022 and 2021 and the year ended 31 December 2021:

For the three months ended

31 March For the year ended

31 December

Combined ADP and PTE

For the three months ended

31 March

For the year

ended 31 December

2022 2021 2021 2020 2019 2022 2021 2021

(kilotons)

Polyethylene........................................................ 583 632 2,416 2,517 2,383 610 654 2,509 Polypropylene...................................................... 427 420 1,645 1,671 1,397 458 455 1,772 Others................................................................... 32 71 141 248 197 32 71 141 Total.................................................................... 1,042 1,180 4,202 4,435 3,977 1,100 1,180 4,422

Distribution and Logistics

Our strategically developed global distribution network includes branches, agents, and strategic partnerships across the Middle East, Africa and Asia Pacific, which allowed us to effectively reach a diverse customer base across more than 79 countries in 2021 and provides us with deep market insights given our extensive reach. Our distribution partnerships and alliances have enabled us to capture incremental supply chain margins by deepening our reach further into each market and bringing us closer to the end user.

Our global supply chain management coordinates the planning and inventory distribution processes, supports customer service, designs the strategy for the logistics network and executes the packing and distribution of materials. We continuously look for opportunities to expand our commercial and logistics network in the Middle East, Africa and Asia Pacific to be closer to our customers through a tailored network designed to reduce delivery lead-time and to better serve the needs of our growing customer base in the Asia North and Asia South regions.

We maintain a strong partnership with key operators in the UAE, such as ADNOC Logistics & Services, Port Khalifa and Port Jebel Ali. We have 11 global shipping partners and 17 shipping and land transport partners supplying material across the Middle East. This enables diversification without relying on any specific carrier. Our commercial activities are supported by robust inland storage and distribution infrastructure and flexible storage capacity globally. This provides us with significant flexibility to direct products to fulfil customer demand from the most efficient location in our network.

The following graph set forth our network of inventory holding points as of 31 March 2022:

Our Medium Term Targets

As part of our business strategy aimed at positioning us for long term growth, we have set certain medium term targets. The medium term targets are not a profit forecast and no statement or projection in this Prospectus should be interpreted to mean that earnings for the current or future financial periods or years would necessarily match or exceed historical earnings or meet the targets set out below (the independent auditors have not examined the forecast and therefore do not express an opinion on it). Our ability to meet the medium term targets depends on a variety of factors, including market conditions and industry knowledge, the accuracy of various assumptions involving factors that are beyond our control and are subject to known and unknown risks, uncertainties and other factors that may result in our being unable to implement the strategy and achieve such medium term targets. See “Information Regarding Forward-Looking Statements” and “Risk Factors – Risks Relating to our Business – We may not be able to successfully achieve our business strategy or meet our targets”.

Medium Term Income Statement Targets

Sales Volumes:

We target to reach 2,750 Kt/y of polyethylene capacity and 2,230 Kt/y of polypropylene capacity from 2022 onwards (including the fully ramped-up PP5 plant and CMP).

In the financial year 2022, we target to achieve an overall utilisation rate of approximately 90%. In the medium term, we target to achieve utilisation rates of approximately 95% for polyethylene and 92% for polypropylene.

We target our OCU to reach approximately 800 Kt/y maximum propylene capacity with a targeted utilisation rate of approximately 80% in 2022 and 50-100% in 2023 and onwards.

If the utilisation rate of our OCU is below 100%, we target excess ethylene to be sold in the market.

Third-Party Sales: We target our third-party sales to be in line with our sales in the Middle East, UAE and Asia in the year 2021.

Product Prices and Premia: We target polyethylene and polypropylene demand dynamics to continue and an average polyethylene and polypropylene premia over NEA benchmark of approximately USD 200 per ton and approximately USD 140 per ton, respectively.

Operational Expenses: We target, subject to general cost inflation going forward, our:

variable and fixed production costs to be approximately USD 1,800 million in the year 2022.

general and administrative expenses to be approximately USD 140 million per annum, in line with our 2021 pro forma financial information.

S&M expenses to be approximately USD 800 million in the year 2022. We target sales & marketing expenses to moderate in mid term post 2022.

Depreciation and Amortisation: We target on average approximately USD 600 million per annum which is slightly above our three-year period average between 2019 and 2021.

Medium Term Free Cash Flow Targets

Capital Expenditure:

We target maintenance capital expenditure of approximately USD 180 to 240 million per annum (at the higher end of this range in turnaround years and at the lower end of this range in non-turnaround years). Our Borouge 1 turnaround was completed in the first quarter of 2022 and the next turnaround at Borouge 2 and Borouge 3 are scheduled for 2023 and 2024, respectively.

During the year 2022, we target approximately USD 30 to 40 million of additional capital expenditure to finalise our growth projects. From 2023 onwards, no further growth or debottlenecking projects are currently planned within Borouge 1, Borouge 2 and Borouge 3.

Interest Expense: Our annual interest payments are targeted to be in line with the commercial terms of our outstanding debt instruments.

Tax Expense: We target an effective cash tax rate of approximately 31%, in line with the year 2021 and do not anticipate any impact from the new UAE corporate income tax of 9% from 2023.

Working Capital: In 2022, we target “days sales outstanding” of approximately 55 to 65 days, “days payables outstanding” of approximately 60 to 70 days and “days inventory outstanding” of approximately 80 to 90 days. Through-the-cycle, working capital changes are targeted to be cash neutral.

Conversion Factors

The conversion ratios below are stated as tons of feedstock required per ton of product or by-product:

Ethane Cracker:

o ethane / ethylene: 1.27x

o ethane / propylene: 25.0x

o ethane mmbtu / ton: 44.0

OCU: ethylene / propylene: 1.00x

Polyethylene: ethylene / polyethylene: 1.00x

Polypropylene:

o propylene / polypropylene: 1.00x

o ethylene / polypropylene: 0.07x

Environmental, Social and Governance (ESG) Performance

Overview

We are committed to the management of environmental, social and governance (“ESG”) issues throughout our operations, and ESG is integrated into our strategic objectives. As a leading polyolefins producer and distributor, we are cognisant of our responsibility to encourage sustainable practices in our policies, operations, supply chains, and communities. We are committed to our purpose of cultivating a sustainable world and believe our products are key to meeting the global requirements for poluolefin products. We have aligned our strategic priorities to create sustainable value for all our stakeholders—our customers, our employees, our communities, and our shareholders.

Our Board is regularly updated on ESG issues, and helps drive the agenda across the organisation. Overall responsibility for ESG lies with the Borouge CEO, and our Sustainability Committee, who set ESG targets, monitor performance and will report directly to the Borouge CEO going forward. Borouge has also been publicly reporting on its ESG performance since 2009, in accordance with the GRI standards. From 2022, the Borouge Sustainability Report will be externally assured.

Environmental

As part of our ongoing commitment to good environmental stewardship, we have been providing ESG reports in accordance with Global Reporting Initiatives Standards since 2009, and we set ourselves a set of Sustainability Goals in 2016 against key metrics including emissions, flaring, water and hazardous waste, amongst others. In addition, we developed the Ruwais Environmental Sustainability Programme (RESP) in 2019, signalling our commitment to mitigating our environmental impact. The RESP was the recipient of the ADNOC Excellence Award in 2021.

To reduce emissions, we have invested in a production complex that utilises advanced technology, including technology to minimise GHG emissions, and our operational excellence program and exploring opportunities to integrate renewable electricity in our operations which is expected to result in emissions reductions at our production complex. Between 2018 and 2021, we reduced our energy intensity by 21%, our scope 1 GHG emissions intensity by 20%, and scope 2 GHC emissions intensity by 10%. We have also reduced our continuous flaring by 57% (between 2018 and 2021). Our continued focus on lower carbon initiatives is expected to result in further emissions reductions throughout our value chain in the medium and long term. We have also managed to increase water efficiency in our operations by 20% in 2021 (compared to 2018). With respect to water efficiency, efficiency gains are made through process optimisation and steam trap maintenance. Seawater represents 97% of our water use and we have three on-site plants which treat utilised water before discharge. Our operational improvements continue to minimise emissions where possible and through our continued focus to decrease emissions from our manufacturing process, we have managed to reduce non-GHG emissions of: (i) nitrogen oxide by 27%, (ii) sulphur oxide by 6%, (iii) volatile organic compound by 31%, and (iv) Ozone depleting substances by 96%, in each case, in 2021 (compared to 2016). In addition, as part our initiative to reduce any negative environmental impact, our (i) non-hazardous waste is managed by Tadweer, and sent to approved sorting, recycling and landfill facilities, (ii) hazardous waste is managed and disposed by BeAAT, in a dedicated waste management facility, and we a strategic approach to waste minimisation is under development.

We seek to provide sustainable solutions to our customers. We are committed to investing in a greener future to create value for our communities, our customers, our employees and our shareholders. As part of the foregoing, by 2030, we are targeting (i) 20% customer solutions sales that support the circular economy, (ii) 1 Mt/y additional infrastructure solutions sales volumes from sustainable applications, and (iii) to maintain more than 20% sales from new products (as a percentage of total sales).

Our ambitions by 2030 include the (i) ceasing of continuous flaring, (ii) reduction of scope 1 GHG emissions by 25%, and (iii) reduction of energy intensity by 30%, in each case compared against our 2018 baseline. The reduction of energy intensity by 30% by 2030 forms part of our decarbonisation approach, which we aim to achieve through our energy performance strategy,

which entails: (i) operational improvements, (ii) digitalisation, (iii) efficiency investments, and (iv) new technology assessments.

As a responsible polyolefin producer, we are cognisant of the impact of our products on the environment. As such, we have been developing a comprehensive circularity approach across the entire value chain of our business. We support the recent UN Environment Assembly draft resolution to end plastic pollution (UNEA 5.2). We are focused on achieving the ambitions of UNEA 5.2 through various activities and specific targets. Our circularity approach includes four focus areas: (1) increasing focus on our durable goods portfolio (with over 40% of our overall sales serving more sustainable industrial applications), which serve more sustainable industrial applications compared to other materials, (2) expanding our recyclate portfolio, with a target to reach 20% consumer solutions sales that support circular economy by 2030, (3) developing fully recyclable packaging solutions, and (4) eliminate plastic leakage. We have also established a new Packaging Centre of Excellence and Circular Economy Team (the “Circular Economy Team”) focused on promoting a zero waste plastics circular economy. In addition, the Circular Economy Team is developing partnership opportunities with recycling companies throughout Asia and the Middle East. As part of our initiative to invest in a green future and more sustainable world, we invested over USD 20 million in Anteo™, a line of linear low-density polyethylene (LLDPE) packaging grades for the global packaging market, which enable fully recyclable monomaterial packaging. In addition we invested USD 5 million to increase our infrastructure solutions capacity for additional sustainable applications.

In addition, as part of our sustainability efforts, we strive to ensure industry class standards and compliance with laws, regulations and internal company code of ethics. We are certified for the ISO 14001:2015 Environmental Management System, the ISO 50001:2018 Energy Management System, and the Responsible Care® 14001:2015 standard. Our management systems are audited every three years by external parties, and in the 2020 audit, no non-conformities were found.

Going forward, we aim to continue to work diligently to identify, evaluate and develop sustainability initiatives that reduce our environmental impact, grow our green portfolio and innovate more effective ways of reaching the world’s carbon neutral goals, whilst also adopting a disciplined investment strategy. We are currently conducting or are involved in evaluating, a number of initiatives with respect to reducing emissions and increasing energy and water efficiency even further.

Diversity and Inclusion

At Borouge, we recognise the importance of creating an engaged, diverse and capable organisation for the long-term success of our organisation. Embracing diversity enables us to attract and retain talented people. At Borouge, we are committed to fostering an inclusive culture, and to provide equal opportunities for career development and advancement, regardless of gender, ethnicity, age and culture. Our employees come from 49 nationalities across our global operations. Our gender pay balance for the year 2021 was as follows: (i) executives: 92%, (ii) middle-management: 98%, and (iii) non-management staff: 117%. In terms of female representation, in 2021 we had 484 female employees (approximately 15% of our workforce). As of 2020, in executive, senior and middle management positions and leadership roles, female employees account for approximately 22%.

Responsible Sourcing and Human Capital

The responsible sourcing of our products and services is a priority for us. As such, we aim to closely collaborate with our suppliers to ensure that they conduct their businesses responsibly as well. As part of our Responsible Sourcing Commitment, we have developed the Borouge Workers Protection Standard. As part of this standard, our suppliers and sub-suppliers are expected to comply with international best practice standards and conventions on issues including forced labour, child labour, discrimination, working hours, remuneration, freedom of association, and more. Since 2017, we have integrated the Borouge Workers Protection Standard into all manpower-related contracts. We also perform periodic audits on our suppliers and sub-suppliers to ensure compliance with the standard and provide recommendations for improvement where necessary.

Governance

We embrace sustainability as a strategic path to increase integrity and accountability across the Company. We ensure an effective governance framework across our global operations and we are committed to the principles of good corporate governance and adhere to standards of corporate governance that are in line with international best practice. See “Management—Corporate Governance”. We have a sustainability committee which develops sustainability programmes and sets ESG target. The committee reports directly to the Senior Vice President, Corporate Affairs.

Ethics and compliance

Since our inception, we have been committed to operating our business to the highest ethical standards and practices. Our Code of Conduct guides our business, requiring ethical behaviour and integrity in everything we do, and our Code of Conduct is updated regularly to ensure it reflects the changing risk environment that we operate in. To ensure that our employees are guided on their ethical conduct, we have mandatory Ethics & Compliance e-learning across all functions. Face-to-face workshops and awareness communications were also held across all regions covering topics like anti-bribery and corruption, data privacy, conflict of interest, whistleblowing, and gift and entertainment. We aim to continue our efforts to reinforce our ethical business standards and culture will by enhancing our e-learning modules on the Code of Conduct, as well as, ongoing Ethics and Compliance e-learning modules in emerging risk areas.

We encourage (and expect) employees to directly report suspected violations of the company’s Code of Conduct through appropriate channels. From a governance perspective, we have an Ethics and Compliance Committee to ensure management oversight, monitoring and adherence to our company Code of Conduct.

Competition

We operate in highly competitive industries. We consider our products as value-add solutions, and we compete with several global producers of polyolefins. Our markets are based primarily on delivered price, availability, delivery time, and, to a lesser extent, on customer service and product quality.

We believe we are one of the most competitive polyolefin producers globally. According to IHS, we are a top five polyolefins producer in Asia Pacific and the Middle East based on our production capacity. We own and operate one of the world’s largest integrated polyolefin complexes globally with a capacity of 720 thousand tons per annum and significant PP capacity. In addition, we have 5 million tons integrated capacity onsite. Operationally, our plants are young, well-maintained, and highly reliable. Approximately 90% of our capacity is less than 12 years old and is running year-round with limited downtime as demonstrated by our high asset reliability at 96% in 2021. We are also among the lowest cost producers globally. See “Industry Overview – Cost Curves”.

We believe that there are barriers to entry in the markets we serve, which help protect and enhance our strong market position. For example, our access to Borstar® technology sets us apart from our competitors in respect of the products delivering properties and performances that would be challenging to replicate with different technology. Similarly, we are able to access feedstock at competitive prices by virtue of the supply agreements we have in place (see “-Material Agreements”).

In terms of operations and end-market focus, we believe our closest competitors are (i) China Petroleum & Chemical Corporation (SINOPEC), (ii) LyondellBasell, (iii) PetroChina, (iv) Reliance, (v) Saudi Basic Industries Corporation (SABIC), and (vi) SCG Chemicals.

Health, Safety and Environment (HSE)

Health and Safety

We are committed to providing a safe and healthy workplace by fostering a culture of zero injuries at our production complex and implementing international safety standards to minimise

potential risks to people, communities, assets or the environment. As of 31 March 2022, we have a rate of 0.56 injuries per million hours worked. We believe that the health and safety of our employees is essential to the successful conduct and future growth of our business and is in the best interests of our stakeholders. We aim to maintain a strong HSE record and strive towards achieving no recordable injuries at our production complex.

As the first Gulf-based company to sign the Responsible Care®, we are committed to effective HSE management and governance systems. Borouge is certified for RC 14001:2015, as well as Occupational Health and Safety Standard (OHSAS) 18001:2007, the ISO 14001:2015 Environmental Management System and the ISO 50001:2018 Energy Management System.

The Group’s overall performance targets include safety metrics, which are set on total recordable injury rates or monitoring process safety performance. In addition, HSE audits at each site periodically assess the implementation of our HSE policy, and each site’s programs and performance metrics are regularly reviewed and monitored. The Board regularly supervises our overall HSE performance.

Occupational health is part of our overall HSE management, and we implement wellness programs at our production facilities to ensure that everyone working with us remains healthy. A fitness for duty process is set up to ensure that each employee can safely perform essential physical and mental requirements of the job without creating risk to themselves, others, or the environment. A health risk assessment process is in place to estimate the nature and probability of adverse health effects to people by identifying the adverse health effects that can be caused by any exposure to any hazardous agent or the work environment. In 2020, we launched our LED initiative to enhance emergency system capability with a focus on lessons learnt and our behavioural based safety programme which includes training for all staff and management.

Our safety records, in respect of ADP and PTE combined, for the years ended 31 December 2019, 2020 and 2021 are as follows:

For the year ended 31 December

2019 2020 2021

Safety (cases per million hours worked) Total Recordable Injury Rate—Total ..............................................................................

0.28 0.17 0.22

Total Recordable Injury Rate—Employees ..............................................................................

0.34 0.26 0.39

Total Recordable Injury Rate—Contractors ..............................................................................

0.26 0.14 0.14

COVID-19

Since the onset of the pandemic, our business operations has continued without material interruption due to strict crisis management implementation and close monitoring of ongoing developments. However, the COVID-19 pandemic has impacted geographic regions where our products are produced and sold. Between February and May 2020, the impact of COVID-19 was particularly pronounced in the benchmark prices of polyolefins. Due to weaker benchmark prices as a result of the impact of COVID-19, our average sales prices for the year ended 31 December 2020 were lower compared to our sales prices for the years ended 31 December 2019 and 2021. We have applied strict protective measures, including sanitization, personal protection equipment, social distancing and thermal testing prior to accessing any group locations. As our plants are heavily automated, essential on-site operating and logistics personnel can be limited and administrative and operational support personnel have worked remotely in order to maintain social distancing following governmental guidelines. High frequent testing of both our direct hires as well as contractors enabled the crisis management

team to implement additional measures as needed. This included remote working for a larger group of administrative and support staff.

In the year 2021, despite the continued impacts of COVID-19 on our industry’s global supply chain, which impacted many companies in our industry, we were able to sustain historical levels of production at approximately 4.4 million tons. We believe this was largely due to our efficient and reliable manufacturing set up and our proactive initiatives to ensure business continuity.

Developments in each jurisdiction are being closely monitored and protocols are flexible to allow for rapid adjustments as needed. The impressive resilience of our staff throughout the period gives all local management teams confidence to revert to a work-from-home policy again if needed, without interruptions to our operations and supply chain.

Environmental Matters

We are subject to numerous environmental, health and safety laws and regulations in the countries in which we operate, including laws and regulations relating to the generation and handling of hazardous substances and wastes; the clean-up of hazardous substance releases; the discharge of regulated substances to air or water; and the demolition of existing plant sites upon permanent closure. Violations of environmental, health and safety laws can result in substantial penalties, court orders to install pollution-control equipment, civil and criminal sanctions, permit revocations and facility shutdowns. In addition, environmental, health and safety laws and regulations may impose joint and several liability, without regard to fault, for clean-up costs on potentially responsible parties who have released or disposed of hazardous substances into the environment.

Further, we entered into land lease agreements with ADNOC on 1 January 2018 for the lease of the: (i) land on which we operate our manufacturing complex in Ruwais, Abu Dhabi; and (ii) the Innovation Center in Abu Dhabi. Both leases have an initial term of four years, but shall automatically renew, for successive four-year periods, up to 29 November 2057.

Information Technology and Innovation

Information technology is a key component in our ability to operate efficiently. We invest in and maintain information technology systems at our headquarters, branch offices, and production complex, in order to support our performance and growth strategy.

Our Innovation Centre in Abu Dhabi and Application Centre in Shanghai are part of our “Global Innovation Collaboration Network”. The Innovation Centre develops polymers solutions that enable new applications for our products while working closely with the European innovation centres within Borealis. We leverage on both our and Borealis’ technical expertise and equipment in our product development and other innovation-related activities. In addition, the collaboration involves sharing market intelligence to ensure that we capture global industry and customer trends to drive our innovation activities. We have more than 100 research and development employees, including scientists and researchers. We also currently have more than 1,000 active patents. Our patent portfolio covers the polyolefin solutions and grades developed by the Innovation Centre.

Our Application Centre in Shanghai focuses on developing high quality compound for mobility applications, provides testing support for automotive customers, and is equipped with eight laboratories for new product development and over 200 advanced instruments for new product development.

Our information technology systems include both third party applications and in-house developments tailored to improve cost and plant operating efficiency.

In addition, we have access to Borstar® technology, technical know-how and innovation capabilities from Borealis (see “Borstar® Process Licence and Process Design Agreement” above) which we believe will leverage our innovation results by allowing us to focus on advanced and broader polymer designs which will in turn support our strategic ambitions for product differentiation.

Intellectual Property

Intellectual property is an important part of our research and development activities, providing us with the opportunity to protect our innovation as well as provide a potential competitive advantage against other major industry players. As of the date of this Prospectus, our intellectual property portfolio is comprised of approximately 111 trademarks registered globally and more than 1,000 active patents. We have more than 515 patents in relation to our consumer solutions product segment, more than 350 patents in relation to our infrastructure solutions product segment, and approximately 140 patents in relation to other solutions (including mobility and healthcare). Our intellectual property portfolio includes various technologies relating to development and production of new polypropylene and polyethylene products.

We also have licenses to use the technologies described in “Our production complex” above.

Insurance

We have taken out insurance policies in relation to a number of risks associated with our business activities, such as, inter alia, an all-risk industry insurance covering production, transportation and property related risks, policies covering our environmental liability, vehicle insurance, insurance of property and merchandise, as well as insurance covering certain business interruptions such as fire. Under these policies (and related underlying policies), insured losses include those resulting from natural and human risks such as business interruptions due to fire, events relating to the manipulation of products and losses relating to the handling of money, among others.

Our insurance coverage is subject to customary exclusions, limits and deductibles. At the same time, we have identified certain risks that cannot be insured on economically feasible terms and for which, therefore, we have chosen not to purchase insurance coverage. These risks include, for example, business interruptions caused by acts of terror. Our policies together provide an indemnity against sums for which we become legally liable to pay as compensation for injury, loss or damage to a third party arising out of and in the course of our business, an indemnity against material damage to our properties, and an indemnity against the loss of our stock of products, in each case subject to deductibles and insured limits that we believe are reasonable. See “Risk Factors—Risks Related to Our Business— We are not fully insured against all potential hazards and risks incident to our business and our insurance coverage may not adequately cover all losses”.

3. Industry Overview

Generally, the market information presented in this section is taken directly or derived from the Industry Report, unless indicated otherwise. Market data is inherently forward-looking and subject to uncertainty, and does not necessarily reflect actual market conditions. It is based on market research, which itself is based on sampling and subjective judgments by both the researchers and respondents, including judgments about what types of products and competitors should be included in the relevant market. In addition, certain statements below are based on our own information, insights, subjective opinions or internal estimates, and not on any third party or independent source; these statements contain words such as “we estimate,” “we expect,” “we believe” or “in our view,” and as such do not purport to cite to or summarize any third party or independent source and should not be so read.

Executive Summary

Ethylene and propylene are collectively called olefins. Ethylene is the largest basic petrochemical in terms of volumes, produced primarily by the steam cracking of hydrocarbons (naphtha, ethane, gas oil, and LPG). Ethylene is a major chemical intermediate and is further reacted to produce chemical derivatives such as polyethylene, ethylene oxide, ethylene dichloride, ethylbenzene, alpha olefins, and vinyl acetate.

Propylene is the second largest petrochemical in terms of volumes produced globally and is produced primarily as a coproduct from either steam crackers or refineries, as well as from on-

purpose technologies such as propane dehydrogenation (PDH) and metathesis. Propylene is a key building block used primarily in the synthesis of organic chemicals such as polypropylene (PP), acrylonitrile, propylene oxide, cumene, and oxo alcohols, as well as for a large variety of other industrial products.

Polyolefins are formed by the polymerization of olefin monomer units such as ethylene and propylene. Polyethylene (“PE”) and PP are the largest categories of thermoplastics in terms of volumes produced globally. Polyolefins are consumed in packaging, transportation, and construction industries, as well as a multitude of other industrial and consumer markets.

PE is a relatively low-cost and versatile polymer used in a wide range of applications, including household and food containers, food and non-food packaging film and sheet, infrastructure pipes, etc. Like other polymers, PE also typically competes against other traditional non-polymer materials such as aluminium, steel, wood, cardboard, and glass for certain end-applications.

PP is a lightweight, versatile polymer with strong chemical resistance, along with relatively high rigidity and a high melting point compared with other polymers, such as PE. The high-temperature resistance allows PP to be used in under-the-hood auto applications as well as retort and hot-filled treatments for food packaging. PP is also used in applications ranging from face masks, sanitary wipes, automotive parts, household and food containers, pipes and high-clarity films for food and other packaging applications.

Market Analysis and Forecasts

Polyethylene (PE)

PE includes high-density (HDPE), low-density (LDPE) and linear low-density (LLDPE) grades. PE accounts for the largest share among the thermoplastics1 at 37% of the estimated 309 million metric ton market in 2021. Because of its broad and versatile range of properties, PE is used in many applications and market segments such as consumer goods, infrastructure and construction, automotive, and electronics industries. PE’s key advantages include low costs, versality and weatherability are with end use applications in household and food containers, non-food packaging film and sheets that enhance the shelf-life of goods, durable applications such as pipe and fixtures, and wire and cables.

Supply for PE is primarily driven by ethylene and PE capacity build-up in mainland China (which is currently the largest consumption market for domestic use and PE fabricated exports) and in North America, which is utilizing shale gas to build world-scale ethylene and PE capacities for export. The impact of the additional capacity is expected to be, to some extent, offset by higher demand growth than was forecast in 2020. This growth is likely to be driven by post-pandemic governments’ spending on infrastructure and shifts in consumer preferences, such as a preference for online ordering versus in-store shopping.

The PE producers in North America and the Middle East are expected to continue to benefit from their advantageous ethane feedstock position, supported by forecast increases in crude oil prices in 2022 and beyond:

Based on their competitive cost positions, both Middle Eastern and North American PE producers are expected to increase export volumes. Exports from producers in the Middle East are expected to continue to be directed primarily to China, India and to Western Europe, driven by attractive netbacks and increased import demand.

1 Thermoplastic resins primarily include Polyethylene (PE), Polypropylene (PP), Polystyrene (PS) & Expandable

Polystyrene (EPS), Polyvinyl chloride (PVC), Polyethylene terephthalate (PET), and others such as Ethyl-vinyl acetate (EVA), Polycarbonates (PC), Acrylonitrile-butadiene-styrene (ABS), Polymethyl methacrylate (PMMA) and Polylactic acid, (PLA) among others.

North American exports are likely to continue to target markets with the highest netbacks outside domestic market, such as South America and Western Europe, but are also likely to target Northeast Asia and Southeast Asia to clear the required export volumes.

The mainland Chinese import volumes are forecast to increase moderately, despite many local PE plants being scheduled to start up. As exports from the Middle East and North America to China are expected to increase during the forecast period, these exports will substitute the exports to China from high-cost producers in Southeast Asia who have traditionally supplied PE to China. The confluence of these developments is likely to leave less room for other Asian markets that have traditionally supplied mainland China with PE.

PE exports from the Middle East to India are expected to increase, driven by high domestic demand and the relatively slower forecast domestic production growth in the country over the next ten years. As capacity additions will lag demand growth, India is expected to become an increasingly larger net importer of PE with import volumes likely to reach 3 million metric tons by the end of the decade.

Globally, many sustainability initiatives by governments and environmental groups aim to limit the use of various plastic products by placing a usage fee or tax on certain finished plastic goods or an outright ban on the use of polyolefin-based packaging products. These initiatives, along with growing implementation of extended producer responsibility (EPR) schemes, appear to be impacting demand from single use applications which include retail plastic bags, trash bags and liners. Despite growing environmental pressures on the use of single-use plastic retail bags and packaging, usage of PE in multi-use applications, which include building and construction, automotive and electronics, is expected to continue to grow. Conventional PE polymers are likely to continue to replace traditional materials in applications where they can provide cost advantage and better performance. Traditional materials do not cover the same spectrum of properties and applications at the same cost and carbon footprint as those of PE, when considering the whole lifecycle.

Nameplate capacity is also called installed capacity. Nameplate capacity additions, also referred to as announced or firm capacity additions, include all cases where a final investment decision has been announced.

Hypothetical capacity is defined as the capacity forecasted by IHS Markit product experts based upon prevalent industry trends to balance the supply and demand for a product in the long term (beyond the timeframe of 5-6 years).

15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

Demand (4.5 / 3.7) Nameplate Capacity (4.7 / 3.6)

Hypo. Capacity (4.7 / 4.1) Operating Rate

World: Total PE Supply & Demand

Forecast

Millio

Operating rate is defined as the ratio of total production to total installed capacity. Beyond the year 2025, the total installed capacity is defined as the summation of nameplate capacity and hypothetical capacity.

Demand

Global PE demand over the last 10 years has grown on average, by a factor of about 1.6 times global GDP. Despite a 3.7% contraction of the global economy in 2020, PE demand grew by 5.7%, driven by demand in key segments during the pandemic, such as food-related packaging. The pandemic also supported the continued use of healthcare and hygiene products to limit the spread of the virus (e.g., isolation gowns and gloves). PE demand growth is expected to continue to be driven by post-pandemic governments’ spending on infrastructure (pipes, wires and cables, films, and sheet) and pandemic-induced changes in consumer behaviour, such as a growing preference for online ordering versus in-store shopping.

PE consumption in 2021 was recorded at around 115 million metric tons and is forecast to reach 138 million metric tons by 2026, translating into a compound annual growth rate (CAGR) of 3.7%.

World consumption of PE is dominated by Northeast Asia, which accounted for approximately 42% of the total demand in 2021. China is the largest market in Northeast Asia and globally, representing approximately 37% of the global demand. Demand is growing at a CAGR of 4.8% over 2021-26 in mainland China and global demand is expected to be further supported by Southeast Asia, with a 4.2% CAGR, and the Indian Subcontinent, with a 7.6% CAGR, although from much smaller bases.

N. America14.9%

S. America4.5%

W. Europe10.6%

C. Europe1.8%

CIS & Baltics2.5%

Africa3.5% Middle East

5.7%Indian Subc.

NE Asia42.1%

SE Asia7.8%

World: 2021 Total PE Demand by Region

Demand = 115.5 Million Metric Tons

HDPE has the largest volume share within the PE family, accounting for approximately 45% of the total PE demand in 2021. HDPE is used in both extrusion and moulding processes.

LLDPE and LDPE have the second and third largest volume share accounting for approximately 34% and 21%, respectively, of the total 115.5 million metric tons of demand in 2021.

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N. America S. America W. Europe C. Europe CIS & Baltics

Africa Middle East Indian Subc. NE Asia SE Asia

World: Total PE Demand Growth by Region

Millio

Forecast

Demand in 2021 HDPE LLDPE LDPE Total PE % CAGR

(2021-26)

Extrusion Process

Film & Sheet 13,382 32,289 16,643 62,313 3.64 54%

Packaging 11,374 27,446 14,146 52,966

Non-Packaging 2,007 4,843 2,496 9,347

Pipe & Profile 8,947 698 477 10,122 4.84 9%

Extrusion Coating - 218 2,583 2,800 2.87 2%

75,236

Molding Process

Injection Molding 10,062 2,699 1,745 14,506 3.92 13%

Blow Molding 12,451 43 305 12,799 3.83 11%

Rotomolding 475 1,294 24 1,793 4.52 2%

29,098

Wire & Cable 263 854 812 1,930 3.28 2%

Fiber 1,166 - - 1,166 4.17 1%

Raffia 1,967 13 - 1,980 4.00 2%

Other 2,769 1,481 1,791 6,041 2.05 5%

Total 51,482 39,589 24,380 115,451

Application

share % in

Total PE

Extrusion process

The extrusion process2 accounts for the largest share of the PE market (approximately 65%) at around 75 million metric tons in 2021. LLDPE is favoured in extrusion applications, representing around 45% of the total extruded PE market. The overall PE demand for extrusion process is estimated to grow by 3.8% per year during 2021-26.

Film and sheet applications, which include packaging and non-packaging uses, are the largest-volume markets for PE, accounting for approximately 54% of world consumption in 2021, and are a major growth market in regions such as mainland China. Demand for film and sheet applications is estimated to grow by 3.6% per year during 2021-26.

Major applications for food packaging include baked goods, dairy products, frozen food, fresh produce, meat and poultry, confectionary, and baked goods. Non-food packaging includes industrial liners, heavy-duty sacks, multiwall sack liners, pallet stretch- and shrink-wrap, bundling and overwrap, grocery sacks, merchandise bags, and garment bags. Typical non-packaging uses include household wrap and bags, garbage bags, industrial sheeting and roll-stock, agricultural film, and disposable diaper backing.

World consumption of packaging materials is expected to continue to increase, driven by active packing (to increase shelf life), high barrier thin films (replacing foil and metalized films), and high-clarity packaging. Growth is also expected to be supported by the transition from rigid containers to use of high-quality flexible packages.

In the past, film structures increased in complexity, requiring consistent, high-quality extrusion-grade resins that can accommodate higher line speeds and thinner structures. However, future growth is likely to be driven by increases in mono-material structures to improve recyclability of PE. Mono-material PE is expected to replace multilayer multi-material film structures which are more difficult to recycle (i.e. in film applications).

Pipe and profile is the second-largest extrusion process, accounting for around 10 million metric tons of PE consumption in 2021. Most of the PE consumed in this application is HDPE. Typical applications include gas pipes, potable water pipes, and electrical conduits. Pipe and profiles applications are expected to register a CAGR of 4.8% through 2026.

Extrusion coating is the third-largest market for extrusion processes, accounting for less than 3% of the total world PE demand in 2021. Most of the PE consumed in this application is LDPE. Extrusion coating applications are estimated to grow at a CAGR of 2.9% between 2021 and 2026. Typical applications include the coating of paper and paperboard products for packaging liquids such as milk and juices, the coating of foil to provide a heat-seal layer in multilayer film structures, and the coating of paper and woven cloth to provide a moisture barrier.

2 Extrusion is a high-volume manufacturing process in which plastic is melted and formed into a continuous profile

producing structures such as pipes, tubes, plastic films & sheets, thermoplastic coatings, and other finished profiles such as fences, railings, window frames and wire insulation, among others.

Moulding process

Moulding applications, which include injection moulding, blow moulding, and rotomoulding represented approximately 25% of the total PE demand in 2021. Injection moulding and blow moulding, respectively, are the largest and second largest moulding applications for PE resins worldwide, accounting for nearly 13% and 11% of world demand in 2021, and are forecasted to grow at a CAGR of 3.9% and 3.8% between 2021 and 2026. Rotomoulding applications account for less than 2% of global PE demand in 2021.

Typical applications include toys, housewares, food and non-food packaging, industrial drum, and pharmaceuticals and cosmetics among others.

HDPE is the most utilized PE grade for moulding applications. Blow moulding is the second highest moulded PE application. Almost all the blow-moulded PE products are made by using HDPE.

The global PE per capita consumption is expected to increase from 14.7 kg in 2021 to reach 16.8 kg in 2026 driven by continued urbanization of the large populations of India and China. The per capita PE consumption varies across a broad range from less than 1 kg per person in many developing countries to as more than 40 kg per person in developed countries, particularly those that also have significant export positions in semifinished or finished goods. Therefore, countries with large populations and rapidly expanding economies, such as China, India, and Indonesia, have tremendous future growth potential. While per capita PE consumption in China currently exceeds the global average, a significant percentage remains driven by exports of semi-finished and finished goods (which consume PE) rather than domestic consumption.

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Film & Sheet (4.7/3.6) Injection Molding (3.9/3.9) Pipe & Profile (9.6/4.8)

Extrusion Coating (2.7/2.9) Blow Molding (3.5/3.8) Wire & Cable (3.4/3.3)

Rotomolding (3.8/4.5) Fiber (5.7/4.2) Raffia (5.1/4.0)

Other (1.2/2.0) Operating Rate

World: Total PE Demand by End Use

Forecast

Millio

Developed economies such United States and Western Europe currently have a relatively high PP per capita consumption at 39 kg and 29.4 kg respectively, however the future growth rates in developed economies are expected to remain low.

Emerging economies with large populations and rapid economic growth have tremendous future growth potential:

China’s PE per capita consumption is expected to increase from 29.6 kg in 2021 to reach 37.1 kg in 2026, growing at a CAGR of 4.6% from 2021 to 2026.

India’s PE per capita consumption is expected increase from 4.7 kg in 2021 to reach 6.5 kg in 2026, growing at a CAGR of 6.8% from 2021-26. While the trend is upwards, the overall PE consumption level in India is far below that of other countries such as China.

Supply, Operating Rates and Trade

During 2016 to 2021, global nameplate capacity increased by a CAGR of 4.7% and reached 133 million metric tons. The global operating rate settled around 87% in 2021.

15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

United States West Europe Japan

South Korea Global Average

Polyethylene Per Capita Consumption in Developed Economies

Forecast

15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

China Turkey UAE

Saudi Arabia Indonesia Vietnam

India Pakistan Global Average

Polyethylene Per Capita Consumption in Emerging Economies

Forecast

From 2021 to 2026, the industry utilization is forecast to drop to 85% on average, as around 25 million metric tons of capacity additions are expected to start operations and thus increasing the global nameplate capacity to 159 million metric tons. From 2027 to 2031, demand is expected to grow at a CAGR of around 3%, enabling industry operating rates to bounce back and settle down at around 85% on average.

Note: IHS has considered Borouge 4 capacity addition in 2027; however, Borouge expects start-up of Borouge 4 by the end of 2025 with full capacity coming onstream by 2026.

The top 15 producers (on a shareholding basis) accounted for nearly 47% of the global PE capacity in 2021. ExxonMobil and Dow are the top-two producers, with an almost equal share of 8% of total global PE capacity. The top-five producers together accounted for approximately 31% of global PE capacity and have a presence in North America, Western Europe and the Middle East.

N. America22.1%

S. America3.3%

W. Europe10.5%

C. Europe1.5%

CIS & Baltics3.6%

Africa1.4% Middle East

Indian Subc.4.2%

NE Asia28.3%SE Asia

World: 2025 Total PE Demand by Region

World: 2021 Total PE Nameplate Capacity by Region

Nameplate Capacity = 133.1 Million Metric Tons

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N.America S. America W. Europe C. Europe CIS & Baltics

Africa Middle East Indian Sub. NE Asia SE Asia

World: Announced PE Capacity Growth by Region

Forecast

Millio

In 2021, around 51 million metric tons of PE were traded across regions. The location of a PE manufacturing asset is governed primarily by the availability of feedstock. Transportation of ethylene is expensive, owing to the expense associated with loading (chilling), transporting refrigerated liquids, and unloading (re-gassing). Due to the logistics costs associated with ethylene transportation, most PE production units are concentrated in geographies with ethylene availability.

The Middle East continues to be the largest exporter of PE, owing to its feedstock advantage, accounting for around 32% of total exports in 2021. The Middle East exported approximately 83% of its PE production, with Asia being the major destination. North America is the second-largest exporting region in the world, accounting for approximately 26% of the total exports in 2021. North American exports target South America, Western Europe, Northeast Asia and Southeast Asia.

Northeast Asia is forecast to continue to be the largest net importer, with an expanding net import demand, despite 14.5 million metric tons of capacity expected to be added during the forecast period. Other net importing regions include Western Europe, Africa and the Indian Subcontinent.

Polypropylene (PP)

Polypropylene (PP) is the second-largest thermoplastic resin in the world, in terms of volume, after PE. Over the years, PP has gained popularity in all aspects of day-to-day use and niche applications. PE is durable and light weight, with excellent chemical resistance, relatively high rigidity, and high cost-competitiveness.

In conventional applications, PP is increasingly replacing other non-polymer materials such as paper, metals and wood due to its cost advantages, performance and reduced carbon footprint during its total lifecycle. PP is used in applications ranging from face masks, sanitary wipes, automotive parts, carpet facing, household and food containers, toys, diapers, water pipes, foam construction materials, oriented films for snack packing, and high clarity films for food and other packaging applications. In compounding applications, PP can compete with higher-cost engineering resins, which is particularly beneficial for the automotive industry where PP can be blended with glass and easily painted.

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Regional Total PE Net Trade

Millio

ForecastNet Exports

Net Imports

Nameplate capacity is also called installed capacity. Nameplate capacity additions, also referred to as announced or firm capacity additions, include all cases where a final investment decision has been announced.

Hypothetical capacity is defined as the capacity forecasted by IHS Markit product experts based upon prevalent industry trends to balance the supply/demand for a product in the long term (beyond the timeframe of 5-6 years).

Operating rate is defined as the ratio of total production to total installed capacity. Beyond the year 2025, the total installed capacity is defined as the summation of nameplate capacity and hypothetical capacity.

Demand

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Demand (4.7 / 4.4) Nameplate Capacity (4.9 / 4.9)

Hypo. Capacity (4.8 / 5.5) Operating Rate

World: Polypropylene Supply & Demand

Forecast

Millio

Year 2021 % CAGR

(2021-26)

Extrusion Process

Film & Sheet 20,888 4.28

Pipe & Profile 2,639 3.77

Extrusion Coating -

Molding Process

Injection Molding 27,925 4.14

Blow Molding 707 3.69

Rotomolding -

Wire & Cable 13 2.77

Fiber 13,073 4.34

Raffia 17,626 5.09

Other 1,905 3.35

Total 84,776

PP consumption patterns vary from region to region depending on the structure and balance of end uses in their industries. Overall, during 2019-20, changes in consumer behaviour resulting from the impact of COVID-19 led to record demand growth in mainland China for PP fiber, raffia, and film and sheet products and only moderate declines in other regions. These positive trends, together with a postponement of sustainability policies and recycling mandates, resulted in increases of PP consumption of approximately 5.1% during 2019-20 and approximately 7.0% during 2020-21.

Extrusion process applications globally consumed 23.5 million metric tons of PP in 2021. Film and sheet is the largest segment in the extrusion process. Total demand for extrusion process applications is expected to increase at a CAGR of 4.3% during 2021-26 to reach 28.9 million metric tons by 2026. Heightened health and safety concerns in response to the COVID-19 pandemic have increased the demand for PP-based food, bulk, and commodity packaging. With social distancing and personal hygiene becoming the new trend, sale of masks, medical and other healthcare wearable devices and disposable food containers dramatically increased in 2020, and as a ripple effect, segments such as films and sheets as well as fiber have benefitted.

Injection-moulding applications tend to account for a major proportion of PP consumption in industrialized countries, especially those with domestic automotive and appliance industries. Moulding applications, like automobiles and other durable items, were impacted during the pandemic. Growth in moulding applications remained flat during 2019-20, however, this segment recovered in 2021 and is forecast to grow at a CAGR of 4% during 2021-26. Improvement in the automotive sector is likely to be the key growth driver for demand in injection moulding applications from 2021 onwards.

In the agriculture industry, fiber applications dominate because of demand for agricultural bags, sacks, tarpaulins, and other exterior applications. Raffia grade, which is used in the production of PPE (Personal protective equipment) and other medical wearable parts, benefitted the most in 2020 and 2021. Films and fiber demand is expected to stay strong during the post-pandemic recovery.

Recycling mandates across different countries and sustainability policies such as the ‘Plastic Tax’ in Europe exert pressure on PP consumption in single use applications which include straws, cutlery and bags for commodity packaging. However, PP is known as a 100% recyclable, dishwasher-safe, and microwave-safe material, which is unique compared with other food packaging materials. In addition, end users are moving to create a mono-material solution, such as consumer cups with lids and straws, which are all made from PP that are easily recyclable. Despite growing environmental pressures in single-use applications, usage of PP in multi-use applications in automotive, durables, industrial and building segments is expected to grow as there are no visible or economical alternatives. These factors are forecast to support PP growth of 3.7% per year globally during the next 10 years.

In 2021, PP resin demand was recorded at 85 million metric tons which is 7% higher than demand in 2020. Fiber and raffia accounted for about 30 million metric tons, with film and sheet applications accounting for another 20 million metric tons. Moulding applications accounted for about 34% of consumption, led by injection moulding, the single-largest application for PP in 2021, accounting for about 29 million metric tons of PP.

By 2026, world consumption of PP is expected to reach 105 million metric tons, representing a CAGR of about 4.4% per year. Growth is forecasted to be fastest in the Indian Subcontinent (8.9%), mainland China (5.0%), and Southeast Asia (5.6%). More significantly, of the nearly 20 million metric tons of consumption growth expected to occur in the next five years, around half are expected to be attributed to mainland China (10 million metric tons), followed by the Indian Subcontinent with 3.6 million metric tons and Southeast Asia with 2 million metric tons. Together, these three regions are likely to account for around 78% of the expected PP consumption growth in 2021-26.

The global PP per capita consumption is expected to increase from 10.8 kg in 2021 to reach 12.7 kg in 2026 driven by continued urbanization of the large populations of India and China. A large gap exists between developed and emerging economies. Developed economies such United States and Western Europe currently have a relatively high PP per capita consumption at 19.1 kg and 19.3 kg respectively, however the future growth rates in developed economies are expected to remain low.

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Film & Sheet (4.4/4.3) Injection Molding (3.4/4.1) Pipe & Profile (4.1/3.8)

Extrusion Coating (0.0/0.0) Blow Molding (2.6/3.7) Wire & Cable (0.1/2.8)

Rotomolding (0.0/0.0) Fiber (7.7/4.3) Raffia (5.7/5.1)

Other (2.6/3.4) Operating Rate

World: Polypropylene Demand by End Use

Forecast

Millio

Emerging economies with large populations and rapid economic growth, such as China and India, have great future growth potential:

While PP per capita consumption in China at 25.2 kg is currently well above the global average of 10.8 kg, a large percentage remains export driven rather than consumed domestically. China’s PP per capita consumption3 is expected to increase from 25.2 kg in 2021 to reach 31.9 kg in 2026, growing at a CAGR of 4.8% from 2021-26.

India’s PP per capita consumption is expected increase from 4.2 kg in 2021 to reach 6.2 kg in 2026, growing at a CAGR of 8% from 2021-26. While the trend is upwards, the overall PP consumption level in India is far below that of other countries such as China.

3 It is also noteworthy that a country exporting semi-finished goods (such as components used in automotive, home

appliances and consumer electronics industry) and 100% finished goods (such as automobiles, appliances etc) will have a higher PP demand per capita than its true domestic PP consumption per capita. This likely explains why China (25.2 kg) and South Korea (30.1 kg) are so high.

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United States West Europe Japan

South Korea Global Average

Polypropylene Per Capita Consumption in Developed Economies

Forecast

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China Turkey UAE

Saudi Arabia Indonesia Vietnam

India Pakistan Global Average

Polypropylene Per Capita Consumption in Emerging Economies

Forecast

In mainland China and the rest of Asia, consumption growth of PP is significant because of its importance in film in the packaging of textiles and general consumer goods, and the high usage of polyolefin fibers (raffia) in the production of agricultural bags and twine. Markets such as South Korea, Taiwan, and mainland China and India also have been expanding automotive manufacturing industries that continue to consume increasing volumes of PP.

Replacement of other materials such as glass and other plastics are expected to continue to drive the overall demand growth of PP worldwide. A combination of competitive price and attractive physical properties such as durability, chemical and heat resistance and recyclability has increased PP’s market utility, not only as a substitute for other materials but also in new applications such as in automotive or water pipes.

Supply, Operating Rate and Trade

PP capacity worldwide has grown at a CAGR of 4.9% between 2016 and 2021 and currently stands at 96 million metric tons. In 2021, around 89 million metric tons of PP was produced globally with industry capacity utilization recorded at an average rate of 89%. Asia and the Indian Subcontinent together added 18 million metric tons of new capacity during this time period whilst investments United Stated and Western Europe remained low. Capacity additions in the last five years were in line with the demand growth, thus keeping the operating rate stable at around 88%. This trend is expected to continue, with developing nations standing at the forefront and driving developments in the PP market.

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World: Polypropylene Demand Growth by Region

Millio

Forecast

Global capacity for PP is forecast to reach almost 122 million metric tons by 2026, with the operating rate expected to stay around 85% on average:

Mainland Chinese PP capacity additions are expected to be significant with around 12.4 million metric tons of new capacity expected to be added by 2026. This will represent about 48% of the total new PP capacity expected in the next five years.

In addition, North America is expected to add around 1.2 million metric tons of new capacity to leverage the availability of shale gas.

Another 1.5 million metric tons is expected to come online in the Middle East through 2026.

The shift in global steam cracker feeds toward lighter, natural gas–based feedstocks has been increasingly limiting by-product propylene output and given rise to investments in on-purpose propylene production, such as propane dehydrogenation (PDH). This trend, which started in North America, has now spread to Europe and Asia, where on-purpose propylene production accounts for a large share of new capacity projects.

PP manufacturing assets, due to their heavy capital-intensive nature, remain dominated by big players in the oil and gas and petrochemical world, mostly operating the units in a refinery integrated setup and utilizing their vast market share and infrastructure synergies. Sinopec, LyondellBasell, Braskem, PetroChina, Saudi Aramco4, Reliance, SABIC, Total, ExxonMobil and Formosa Group are the top 10 producers of PP. The top 10 producers represented nearly 36% of total global capacity in 2021.

4 Saudi Aramco’s assets also include 70% of SABIC’s assets.

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World: Announced PP Capacity Growth by Region

Forecast

Millio

While new applications continue to be developed for PP, it is still largely a commodity thermoplastic, which is subject to economic fluctuations, especially in the area of durable goods. High-cost producers continue to struggle with sustaining profitability, where cost volatility often undercuts the ability to recover pricing in tightly supplied markets. Regional PP (as well as PE) markets, especially in North America, tightened in 2021, which was exacerbated by severe weather related supply-side and deep-sea shipping disruptions that together supported rising PP (as well as PE) prices and margins.

At the global level, regions continue to invest in the PP market with different strategies. Where markets such as mainland China and India, with material supply deficits, are aiming to reduce their reliance on imports, the Middle East is investing to capture the global market with cost-competitive product by leveraging the availability of low-cost feedstock. Also, mature markets such as Western Europe, which saw significant investments in the early 1990s, are now consolidating their production capacity, as they are losing their market share to countries with low-cost feedstock.

In 2021, world PP trade totalled about 24 million metric tons. The Middle East is the largest net exporter of PP, with exports of more than 6.5 million metric tons in 2021. Major net importers of

N. America10.0%

S. America3.0%

W. Europe10.0%

C. Europe1.6%

CIS & Baltics2.6%

Africa1.5%

Middle East9.7%

Indian Subc.6.1%

NE Asia47.3%

SE Asia8.1%

World: 2026 Polypropylene Demand by Region

World: 2021 Polypropylene Nameplate Capacity by Region

Nameplate Capacity = 96.0 Million Metric Tons

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Regional Polypropylene Net Trade

Millio

ForecastNet Exports

Net Imports

PP include Northeast Asia, Indian Subcontinent, Africa and Europe. By 2026, world PP trade is expected to increase to about 27.9 million metric tons or nearly 27% of PP production. The Indian Subcontinent is forecast to stay the largest net importer of PP followed by Northeast Asia. The Middle East is expected to continue to be the largest net exporter supplying to Northeast Asia, Africa, the Indian Subcontinent and Southeast Asia.

PE capacity additions and impact on Borouge

PE capacity additions during 2021-26

New PE capacity projects globally are estimated to add around 29 million metric tons of capacity from 2021 to 2026, which is expected to increase the global capacity base to an estimated 162 million metric tons by 2026.

PE capacity additions in mainland China are being primarily driven by the shift towards naphtha-based ethylene production, supported by some ethane-based ethylene capacity additions with the ethane being imported from the United States. Expedited build cycles and advances in mainland China’s development of its own technologies, such as ethane-based feedstock steam crackers, are supporting the capacity expansion. Mainland China is expected to be increasing its total PE nameplate capacity by about 13.0 million metric tons from 2021 to 2026.

The driving force behind the large capacity additions is mainland China’s quest for self-sufficiency. Yet, even in 2026, only 64% of the 54.2 million metric ton domestic demand in Mainland China is forecast to be met from local production, compared with 57% in 2021.

The other region where major capacity additions are taking place is North America, primarily in the US.

PE capacity additions delayed due to Covid-19 pandemic

The impact of the COVID-19 pandemic on plant operations combined with severe weather-related supply disruptions in 2020 and 2021 led to significant production constraints and delayed the start-up of new capacity projects. Analysis indicates that projects under construction were delayed by an average of three to six months while planned projects not currently under construction experienced longer delays of approximately one to two years. Coal-to-olefins and methanol-to-olefins projects in China were the most severely impacted due to marginal economics. Uncertainties about the demand outlook and changes in the projected regional feedstock cost advantages caused a delay in the final investment decisions of several additional future projects that have been pending approval.

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World: Announced PE Capacity Growth by Region

Forecast

Millio

COVID-19 is likely to continue impacting the pending global PE capacity wave for the remainder of 2022. The cumulative PE nameplate capacity overhang from 2020 to 2022 is now estimated at 6.1 million metric tons compared with more than 11.0 million metric tons in the forecast prior to the start of the pandemic.

The tight market conditions are expected to start easing in 2022, when the COVID-19–related demand surge is forecast to wane, and previously delayed new capacity projects commence operations. The growing demand is expected to help stabilize the operating rates to a healthy level of around 85% by 2026.

LLDPE and HDPE utilization are expected to be most affected, while the impact on LDPE plants is likely to be muted.

Low feedstock cost expected to continue providing a competitive advantage to Borouge

Borouge is expected to continue to benefit from their advantaged ethane feedstock position. Borouge PE plants are currently placed in the first quartile of the PE cost curve due to consistent access to low-cost ethylene feedstock obtained from steam cracking of cost advantaged ethane. Low feedstock, energy and utilities costs relative to other regions, integration to the ethylene production units and world scale PE units are expected to continue to give a competitive advantage to the Borouge PE plants. The forecasted increase in crude oil prices in 2022 and beyond are expected to further support Borouge’s position as its ethane feedstock would remain advantaged.

Borouge remains well positioned to competitively place product in domestic and export markets amid a growth in global PE capacity:

Borouge is currently the only producer of PE in the UAE. In 2021, domestic demand for PE within the country accounted for 17% of Borouge’s nameplate capacity. Borouge is well placed to cater to increasing domestic demand, which is expected to see a CAGR of nearly 5% from 2021 to 2026.

With growing self-sufficiency in mainland China, the country is significantly adding PE capacity but the import volumes are also forecast to increase further. Borouge is expected to retain its export position to China while high cost South Asian producers who have been supplying to China are expected to lose their export positions in the long term. Borouge also provides a range of specialized products for exports, which are likely to continue to be imported into China particularly for energy and infrastructure applications. PE imports in Indian Subcontinent region are expected to grow significantly during the forecast period driven by high domestic demand and relatively slower domestic production growth in the region. Competitive cost position and geographic proximity makes Borouge well positioned to export PE to the Indian Subcontinent.

PP capacity additions and impact on Borouge

PP capacity additions during 2021-26

New PP capacity projects globally are estimated to add almost 29 million metric tons between 2021 and 2026, which are expected to increase the global capacity base to an estimated 125 million metric tons by 2026. The new PP capacity investments are expected to be concentrated in regions with high demand growth, most notably in mainland China where PP nameplate capacity is expected to be increased by 12.4 million metric tons from 2021 to 2026. Increasing investments in new PP production are likely to be mostly related to units with propylene feedstock, switching away from traditional naphtha-based steam crackers, and on-purpose propane dehydrogenation (PDH) facilities based on imported propane gas. This represents nearly half of the total new PP capacity expected globally in the next five years.

In addition, North America is expected to add around 1.2 million metric tons of new capacity to leverage the availability of shale gas. Another 1.5 million metric tons is expected to come online in the Middle East through 2026. The driving force behind the massive capacity additions is mainland China’s quest for self-sufficiency. While domestic production by the middle of the

decade is expected to meet close to 90% of mainland China’s demand requirements, imports into mainland China are forecast to continue to account for 20–25% of global PP trade flows. Other regions with large PP capacity additions between 2021 and 2026 include Indian Subcontinent, Southeast Asia and the Middle East, although they remain behind the number of Chinese capacity additions.

PP capacity additions delayed due to Covid-19 pandemic

The COVID-19 pandemic impacted PP projects in a similar way to PE projects.

The COVID-19 impact on PP demand and delays in capacity start-ups have dampened the impact of the current global PP capacity wave. The cumulative nameplate PP capacity overhang from 2020 to 2022 is now estimated at 4.8 million metric tons compared with 9.3 million metric tons in the forecast prior to the start of the pandemic.

Although capacity additions for PP are expected during 2021-26, the growing demand is expected to help stabilize the operating rates to a healthy level of around 84% by 2026.

Low feedstock cost expected to continue providing a competitive advantage to Borouge

Competitive feedstock, energy and utilities costs relative to other regions are expected to give a competitive advantage to Borouge’s PP plants, which continue to be placed in the first quartile of the PP cost curve.

Profitability among individual PP producers varies greatly based on feedstock type and geographic location. Borouge PP production is expected to yield high profitability in long-term considering its lower cost of production globally.

Borouge remains well positioned to competitively place product in domestic and export markets amid a growth in global PP capacity

Similar to PE, Borouge is the only producer of PP in the UAE. In 2021, domestic demand for PP within the country accounted for 10% of the nameplate capacity. Borouge is well placed to cater to the increasing domestic demand, which is expected to see a growth rate of nearly 4.3% from 2021 to 2026.

Mainland China’s self-sufficiency in PP is expected to remain at around 88% and import volumes are forecast to grow at a moderate rate during the forecast period. Borouge and other

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World: Announced PP Capacity Growth by Region

Forecast

Millio

low-cost producers are well positioned to retain their export volumes to China while the exports from Southeast Asian countries are expected to decline over the long term.

The Indian Subcontinent is a net importer of PP. As capacity additions are expected to lag demand growth, Indian Subcontinent is likely to become an increasingly larger net importer of PP. Owing to its competitive cost position and geographic proximity, Borouge is well positioned to capitalize on the import demand growth for PP in the Indian Subcontinent market.

In February 2022, UAE and India signed a free trade agreement called the Comprehensive Economic Partnership Agreement (CEPA) which is expected to result in a preferential arrangement in import duties on polymer exports from UAE to India. This is expected to provide a boost to Borouge’s exports to the Indian market over other exporters.

Borouge is also a reputable supplier of specialty PP grades which are targeted towards differentiated market applications, including infrastructure and mobility.

Price Outlook

There is a positive correlation between the price of crude oil and naphtha. Naphtha is a petrochemical feedstock used in steam crackers to produce ethylene and propylene monomers, which are in turn used to produce polyethylene and polypropylene respectively. Naphtha is the predominantly used as petrochemical feedstock in Asia and Western Europe and therefore the production cash costs in these regions are dependent upon global crude oil and naphtha prices.

Ethane is predominantly used as petrochemical feedstock in the Middle East and North America where it is competitively priced and therefore provides a cost advantage to producers in these regions. The competitive advantage of ethane-based Middle East and North American producers increases in a high crude oil price environment over other naphtha-based producers.

A low crude oil price environment reduces the competitive advantage of ethane-based producers over naphtha-based counterparts. Such a scenario also diminishes the competitiveness of China-based coal-to-olefins and methanol-to-olefins assets and shifts these producers towards the high end of the global cost curve.

On a long-term basis, naphtha-based producers are likely to continue to be disadvantaged versus integrated producers based on ethane cracking, since the price differential between crude oil and ethane is expected to remain wide over the forecast period. This situation will allow integrated, ethane-based producers in North America and the Middle East to maintain reinvestment-level integrated margins.

2016 2018 2020 2022 2024 2026 2028 2030

Naphtha, Full-Range (US$/Ton) Brent Crude (US$/Barrel)

Forecast

Brent Crude, Naphtha and HDPE Price Forecast

Cost Curves

Polyethylene (PE)

HDPE Cost Curve, Year 2021

The above cost curves represent the relative cost position of Borouge’s HDPE production with respect to the other global producers. The above comparison with global producers has been carried out on an integrated basis at a brent crude oil price of USD72 per barrel in 2021. IHS Markit has used the HDPE cost curve as a representative of Borouge’s position in the global PE cost curve.

Cost curve representation on an integrated basis implies all the PE plants represented on the cost curve are considered integrated to ethylene feedstock, and the ethylene feedstock is transferred to the PE plant at cash cost.

All Borouge PE plants currently lie in the first quartile of the PE cost curve due to access to cost advantaged ethylene feedstock obtained from steam cracking of low-cost ethane. Low feedstock, energy and utilities costs relative to other regions and integration to the ethylene production units make the Borouge PE plants highly competitive.

The PE cost curve is relatively steep and has a high degree of separation between assets, with a differential of more than USD1,000 per ton between first and fourth quartile facilities. PE margins on purely a market ethylene price basis (non-integrated basis) are thin, with the monomer side of the olefin/polyolefin business capturing most of the chain margin. However, on an integrated basis, assuming ethylene value at the cost of production, much of the operating capacity enjoys decent profitability. Therefore, most new projects coming on-stream in the next few years are being built alongside an ethylene unit.

The lowest cost producers of PE exist in North America and the Middle East as low feedstock and utility costs give regional producers a competitive edge. PE producers in these two regions continue to benefit from their advantaged ethane feedstock cost position, supported by the increases in crude oil prices in 2021.

The highest cost PE producers are in Europe and Northeast Asia as they are heavily tied to naphtha feedstock, and the PE assets in these regions fall toward the right side of the curve. The same general trends are seen across all three grades of PE.

The marginal producers on the extreme right of the curve have high costs of production since they are non-integrated resulting in high feedstock costs.

Profitability among individual PE producers is expected to vary significantly based on feedstock type and geographic location. Production cost for naphtha-based facilities are expected to rise together with higher crude oil prices, impacting primarily producers in Europe and Asia. On a long-term basis, naphtha-based facilities will continue to be disadvantaged versus integrated producers based on ethane cracking, since the price differential between crude oil and natural gas is expected to remain wide over the forecast period. This situation will allow integrated, ethane-based PE producers in North America and the Middle East to maintain reinvestment-level integrated margins.

The majority of the production as well as the new capacity additions in Northeast Asia and Southeast Asia are expected to remain naphtha-based, keeping the average feedstock costs elevated. After 2025, a slowdown in the growth of coal-to-PE capacity additions in mainland China is expected owing to economic and environmental factors and the integrated economics of naphtha-based crackers and associated PE plants are expected to continue to drive the cost and price of PE in the Asia Pacific region during the longer term.

The methanol-to-olefins process has been known for incurring higher production costs than other processes producing ethylene and cash costs have been volatile during the last several years, driven by the volatility of methanol feedstock prices. PE produced from this process continues to be on the high end of the cost curve.

HDPE Cost Curve, Year 2022, USD100/Barrel Brent Crude Scenario

HDPE Cost Curve, Year 2022, USD90/Barrel Brent Crude Scenario

The above cost curves represent the relative cost position of Borouge’s HDPE production with respect to the other global producers. The comparison with global producers has been carried out on an integrated basis at a brent crude scenario of USD100 per barrel and USD90 per barrel respectively in 2022.

A high crude oil price, where the brent crude price increases to USD90/barrel and USD100 per barrel, results in an increase in naphtha feedstock prices across the globe. Ethane prices in some Middle East countries are regulated and hence the feedstock costs are not impacted by the increase in crude oil prices. The PE cost curve becomes steeper and the positions of naphtha-based producers, especially in Asia and Western Europe, shift towards the higher end of the cost curve as their production costs increase.

Borouge PE plants continue to be placed in the first quartile of the PE cost curve due to access to cost advantaged ethane feedstock. A high crude oil price increases the competitive advantage and results in higher margins for producers such as Borouge.

Polypropylene (PP)

PP Cost Curve, Year 2021

The above cost curve represents the relative cost position of Borouge’s PP production with respect to the other global producers. The above comparison with global producers has been carried out on an integrated basis.

Cost curve representation on an integrated basis implies all the PP plants represented on the cost curve are considered integrated to propylene feedstock, and the propylene feedstock is transferred to the PP plant at cash cost.

Borouge PP plants currently lie in the first quartile of the PP cost curve due to access to cost advantaged propylene feedstock obtained from metathesis and steam cracker, together with fluidized catalytic cracking (FCC) and propane dehydrogenation (PDH) units (ADNOC Refining Company assets). Low feedstock, energy and utilities costs relative to other regions and integration to the propylene production units make the Borouge PP plants highly competitive.

The PP cost curve is relatively steep. The lowest cost producers of PP exist in the Middle East as low feedstock and utility costs and a high level of integration to propylene production give the regional producers a competitive edge. The Middle East’s production costs are expected to remain in the first quartile.

The average production cost for Southeast Asia is in the second quartile due to high levels of integration to propylene production. The average production cost for Northeast Asia is in the third quartile due to presence of some relatively high-cost producers utilizing coal-to-olefins and methanol-to-olefins technologies.

The average production cost for North America is in the third quartile due to presence of a relatively higher number of non-integrated PP producers who currently buy propylene feedstock at market price. PP producers integrated to propane dehydrogenation (PDH) in North America are relatively more competitive and as more integrated PDH-PP projects are expected to start

operations in North America, the average production cost of the region is expected to decrease during the forecast period and the region is expected to become more competitive.

Western European cash costs are expected to remain high and would be driven by naphtha crackers and very little on-purpose propylene being produced in the region.

The marginal producers on the extreme right of the curve have high costs of production since they are non-integrated resulting in high feedstock costs.

PP cost curve is responsive to oil prices since little propylene is produced by fixed price feedstock. On-purpose technologies for propylene production, particularly propane dehydrogenation (PDH), are expected to gain share in the Middle East and North America. In Asia, producers integrated into PDH are expected to enjoy a competitive edge through the forecast period.

In contrast, the pace of coal-based PP projects has slowed because of unfavourable economics and a more forceful implementation of mainland China’s dual control policy that aims at reducing both energy consumption and intensity. The methanol-to-olefins process has been known for incurring higher production costs than other processes producing propylene. Cash costs have been volatile during the last several years, driven by the volatility of methanol feedstock prices. PP produced from this process continues to be on the high end of the cost curve.

PP Cost Curve, Year 2022, USD100/Barrel Brent Crude Scenario

PP Cost Curve, Year 2022, USD90/Barrel Brent Crude Scenario

The above cost curves represent the relative cost positions of Borouge’s PP production with respect to the other global producers. The comparison with global producers has been carried out on an integrated basis at a brent crude oil scenario of USD100/barrel and USD90/barrel, respectively, in 2022.

A brent crude oil price of USD90/barrel and USD100/barrel results in an increase in naphtha feedstock prices across the globe. The PP cost curve becomes steeper and the positions of naphtha-based producers, especially in Asia and Western Europe, shift towards the higher end of the cost curve. Borouge PP plants continue to be placed in the first quartile of the PP cost curve due to competitive feedstock and utilities costs as well as high degree of integration to propylene feedstock.

4. Statement of capital development

History

Upon its incorporation in the ADGM as a public company limited by shares on 28 April 2022, the Company’s total issued share capital was USD 50,000 consisting of 50,000 Shares of USD 1.00 each, which were subscribed for in full by ADNOC and BMEH.

At a general meeting held on 10 May 2022, the Company’s existing shareholders resolved, among other things, that: (i) the existing Shares each having a nominal value of USD 1.00 should each be sub-divided into 6.25 Shares of nominal value USD 0.16 each (so that the Company’s share capital became USD 50,000 divided into 312,500 Shares of USD 0.16 each) and (ii) the Articles be adopted in substitution for and to the exclusion of the existing articles of association of the Company (effective from, and conditional upon the occurrence of, Listing).

As at the date of this Prospectus, the Company does not hold any Shares in treasury and its total issued share capital is USD 50,000 consisting of 312,500 Shares of USD 0.16 each, of which 187,500 Shares are owned by ADNOC (representing 60% of our total issued share

capital) and 125,000 Shares are owned by BMEH (representing 40% of our total issued share capital).

Immediately prior to Listing, and following the issuance of new shares to ADNOC and BMEH as described in “Business – Corporate Structure”, pursuant to the Subscription and Transfer Agreement the Company’s total issued share capital will be USD 4,809,230,653 consisting of 30,057,691,583 Shares of USD 0.16 each, of which 18,034,614,950 Shares will be owned by ADNOC (representing 60% of our total issued share capital) and 12,023,076,633 Shares will be owned by BMEH (representing 40% of our total issued share capital).

The Selling Shareholders will offer 10% of the Company’s share capital for sale as part of the Offering. Immediately following the Offering, assuming that the Selling Shareholders sell all of the Shares being offered, 16,231,153,455 Shares shall be owned by ADNOC (representing 54% of our total issued share capital) and 10,820,768,970 Shares shall be owned by BMEH (representing 36% of our total issued share capital).

Company’s current share capital structure before the commencement of the Offering

The following tables set forth (i) the shareholding percentages by ADNOC and BMEH in the Company as at the date of this Prospectus; and (ii) the shareholding percentages by ADNOC and BMEH immediately following the Offering, assuming that the Selling Shareholders sell all of the Shares being offered:

As at the date of this Prospectus

Immediately following the Offering(1)

Number of Shares Percentage

Shareholder ADNOC 187,500 60% 16,231,153,455 54% BMEH 125,000 40% 10,820,768,970 36%

(1) (1) Assumes that the Reorganisation has taken place and that the maximum number of Shares offered in the Offering are sold. 3,005,769,158 Shares are being offered in the Offering.

Prior to the Listing, Borealis shall transfer its shareholding in ADP and PTE to its wholly owned subsidiary, BMEH. See “Business – Corporate Structure”. Following the Borealis Transfer and prior to Listing, the Group will undertake a reorganisation of its corporate structure as a result of the consummation of the transactions set forth in the Subscription and Transfer Agreement. Under the terms of the Subscription and Transfer Agreement, prior to Listing, the Company will become the holder of the entire issued share capital of ADP and the holder of approximately 84.75% of the issued share capital of PTE (with the remaining shares in PTE, amounting to approximately 15.25% of its issued share capital, being retained by BMEH) (the “Reorganisation”).

Following the Borealis Transfer and prior to Listing, the Subscription and Transfer Agreement provides that:

(a) ADNOC will transfer to the Company:

(i) its full legal and beneficial interests in ADP, being 60% of ADP’s total issued and outstanding share capital; and

(ii) its full legal and beneficial interests in PTE, being 50% of PTE’s total issued and outstanding share capital, and

(b) BMEH will transfer to the Company:

(i) its full legal and beneficial interests in ADP, being 40% of ADP’s total issued and outstanding share capital; and

(ii) approximately 34.75% of PTE’s total issued and outstanding share capital (and, as noted above, BMEH will remain the holder of approximately 15.25% of PTE’s issued shares).

In consideration of the transfer by ADNOC of its shares in ADP and PTE and the transfer by BMEH of its shares in ADP and PTE (other than the Retained PTE Shareholding), in each case to the Company, the Company will:

(a) issue and allot new shares to ADNOC, that will result in ADNOC holding, immediately prior to Listing, 60% of the Company’s total issued and outstanding share capital; and

(b) issue and allot new shares to BMEH, that will result in BMEH holding, immediately prior to Listing, 40% of the Company’s total issued and outstanding share capital.

Please refer to “Business Description – Corporate Structure” for further details on the Borealis Transfer and the Reorganization prior to Listing.

Company’s capital structure upon completion of the Offering

Immediately prior to Listing, and following the issuance of new shares to ADNOC and BMEH as described in “Business – Corporate Structure”, pursuant to the Subscription and Transfer Agreement our total issued share capital will be USD 4,809,230,653 consisting of 30,057,691,583 Shares of USD 0.16 each, of which 18,034,614,950 Shares will be owned by ADNOC (representing 60% of our total issued share capital) and 12,023,076,633 Shares will be owned by BMEH (representing 40% of our total issued share capital).

The Selling Shareholders will offer 10% of the Company’s share capital for sale as part of the Offering. Immediately following the Offering, assuming that the Selling Shareholders sell all of the Shares being offered, 16,231,153,455 Shares shall be owned by ADNOC (representing 54% of our total issued share capital) and 10,820,768,970 Shares shall be owned by BMEH (representing 36% of our total issued share capital).

No. of Selling Shareholders’ Shares: 27,051,922,425 Shares

No. of total Subscribers’ Shares (assuming that all of the Offer Shares are allocated):

3,005,769,158 Shares

Total: 30,057,691,583 Shares

5. Statement of the status of litigation actions and disputes with the Group over the past three years

There are no outstanding material governmental, legal or arbitration proceedings pending against the Group, and the Group is not aware of any such proceedings which are threatened.

6. Statement of the number and type of employees of the Group:

As of 31 March 2022, we had 3,125 employees. The following table sets forth our employees as of 31 March 2022:

Abu Dhabi Polymers Company Limited (Borouge) 2,272 Borouge PTE Ltd 853 Total 3,125

We award long-term employee benefits to certain employees in accordance with the local employment requirements in the UAE. These obligations are a post-employment benefit plan. With respect to our UAE national employees, we make pension contributions to the Abu Dhabi Retirement Pensions and Benefits Funds in accordance with the Abu Dhabi Retirement

Pensions and Benefit Fund’s regulations. With respect to our GCC national employees, we make pension contributions to the pension funds or agencies of their respective countries. Such contributions are charged to operating costs during the employees’ period of service.

Our obligation in respect of the long-term post-employment benefit plan is calculated by estimating the amount of future benefit that employees would have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value on the employee benefit obligations for the period by applying an appropriate discount rate. As of 31 December 2021, our provision for employees' end of service benefits amounted to USD 95 million. For additional information, see note 21 to our2021 financial statements.

7. Accounting policies adopted by the Company:

ADP prepares its accounts in accordance with IFRS.

8. Statement of the Group’s loans, credit facilities and indebtedness and the most significant conditions thereof:

Please see section 3.3 (The Group’s Financing Arrangements) for a summary of the Group’s borrowings.

9. Statement of current pledges and encumbrances on the Group’s assets

As at 31 March 2022, there are no pledges or encumbrances on the Group’s assets.

10. Investment Risks:

Investing in and holding the Shares involves financial risk. Prospective investors in the Shares should carefully review all of the information contained in this Prospectus and should pay particular attention to the following risks associated with an investment in the Company and the Shares that should be considered together with all other information contained in this Prospectus. If one or more of the following risks were to arise, our business, financial condition, results of operations, prospects or the price of the Shares could be materially and adversely affected and investors could lose all or part of their investment. The risks set out below may not be exhaustive and do not necessarily include all of the risks associated with an investment in the Company and the Shares. Additional risks and uncertainties not currently known to the Company or which it currently deems immaterial may arise or become material in the future and may have a material adverse effect on the Company’s business, results of operations, financial condition, cash flows, prospects or the price of the Shares.

Risks Related to Our Business

The cyclical nature of the polyolefins business could have a material adverse effect on our business, results of operations, financial condition and prospects.

Historically, selling prices for polyolefins have fluctuated in response to periodic changes in supply and demand conditions. For example, prices of polyolefin products have been cyclical as a result of shifts in production capacity and demand patterns in Europe, Middle East, Africa, Asia, and more generally worldwide. The polyolefins industry historically has experienced alternating periods of tight supply, causing prices and margins to increase, followed by periods of substantial additions to capacity, resulting in excess supply and declining prices and margins. Such supply and demand fluctuations can be unexpected and has in the past and is expected to continue to significantly impact selling prices. According to IHS, heightened health and safety concerns in response to the COVID-19 pandemic have contributed to increased demand for polyethylene-based packaging, in particular during the year 2020 and 2021, however the demand is expected to moderate over the course of 2022, which in turn may in turn result in declining prices and margins. Demand for polyolefins is also affected by population growth, GDP growth, and governmental policies, among other things. Conditions in the global polyolefins industry significantly impact our operating results. A number of factors beyond our control may affect global polyolefins industries, including demand for plastic products, socio-economic factors and consumer behaviour, use of substitute products such as non-plastic

substitutes and government policies regarding production, use of plastic products and recycling.

Global available production capacity, operating rates, raw material costs and availability, government policies and global trade all impact the supply of polyolefins. The construction of new manufacturing capacity, as well as improvements to increase output from the existing production assets, increase supply and affect the supply-demand balance. According to IHS, new polyethylene capacity projects globally are estimated to add approximately 25.7 million metric tons between 2021 and 2026 compared to the 2021 base of approximately 133 million metric tons. Similarly, new propylene capacity projects globally are estimated to add approximately 25 million metric tons during the same period, which is expected to increase the global capacity base to an estimated 121 million metric tons. Such additional capacity could, unless paired with equivalent or greater increases in demand, adversely affect prices and margins in the medium term.

Our products are sold to customers in numerous industries which use our products to manufacture their products. We are therefore dependent on the demand for products by their customers. Our customers could cease or decrease their production for a number of reasons (e.g. because of lower demand for their products), or our customers could substitute our products with materials other than plastic or recycled plastic.

If demand for polyolefins is less than we expect, we may be left with excess polyolefins inventory that will have to be stored (in which case our results of operations will be negatively affected by any related increased storage costs) or liquidated (in which case the selling price may be below our production, procurement and storage costs). The risks associated with excess polyolefins inventory and polyolefins shortages are exacerbated by the volatility of polyolefins prices. If prices for our polyolefins rapidly decrease, we may be subject to inventory write-downs, adversely affecting our operating results. Most of our product volumes are sold based on the spot market price while certain customer agreements are volume-based with rebate.

During periods of polyolefins industry oversupply, our results of operations, financial condition and cash flows are expected to deteriorate as, based on historical pricing data, we expect the price at which we will be able to sell our products to decline. This may result in reduced profit margins, write-downs in the value of our inventory and temporary or permanent curtailments of polyolefins production. Accordingly, the cyclical nature of the polyolefin industry may have a material adverse effect on our business, results of operations, financial condition and prospects.

We operate in the global polyolefins market which is highly competitive. We operate in a highly competitive global market with many factors affecting the competitive environment in the market, including product differentiation and quality. We position ourselves as a provider of value-added and differentiated solutions, and we face competition from large, well established producers, including state-owned and government-subsidized entities, as well as new entrants across each of the regions in which we operate. The competitive landscape is differentiated regionally by certain factors, such as the number of competitors operating in a specific market, the pricing policies and the products of such competitors, their market penetration, the pre-existing relationships with customers or customers' prior experience with specific contractors, the total production capacity serving the market, up-to-date technology in terms of production methods and equipment, product properties, quality, logistics, availability, reliability and innovation, market barriers to entry, and the proximity of natural resources, as well as general economic conditions and demand within the market. Some of our competitors may have greater total resources and be less dependent on earnings from polyolefins sales, which makes them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities. Competitors from developed as well as emerging economies may continue to add production capacity. According to IHS, Asia and the Indian Subcontinent together added 18 million metric tons of new polypropylene capacity between 2016 and 2021 and global capacity for polypropylene is forecast to reach almost 122 million metric tons by 2026. Similarly, new polyethylene capacity projects globally are estimated to add around 29 million metric tons of

capacity from 2021 to 2026, which are forecasted to increase the global capacity base to an estimated 162 million metric tons by 2026. In addition, we have plans to increase the production of certain products and expand our production plants and facilities. See “– If the Re-contribution of Borouge 4 is delayed, completed on terms less favourable than anticipated, or does not happen at all we will not benefit from the expected additional production capacity”. The construction of such new production facilities, or the capacity expansion at existing production facilities, typically begins years in advance of that capacity entering into operation. Accordingly, there is a risk that new capacity entering into operation when economic conditions are weak may depress prices and profit margins. Other factors largely beyond our control, such as the availability and cost of substitute feedstock and material used in production by us and inventory maintained by competitors, or the increase in global freight and shipping costs (see “– Our transportation and distribution activities rely on third party providers and are subject to environmental, safety and regulatory oversight and risks affecting the shipping industry”), have a bearing on product prices and may lead to short-term price volatility and a downward pressure on prices, which may ultimately decrease our margins. Levels of supply in the industry segments that outpace demand for products, such as those we produce, can materially adversely affect our ability to generate profit and materially adversely affect our business, results of operations, financial condition and prospects.

Oil and gas price fluctuations may negatively impact our financial results.

Our sales relate to petrochemical products and sales prices for petrochemical products have a high degree of correlation with changes in oil prices, although often with a time delay and with different dynamics in certain regions, and are subject to product specific supply demand and trade balance. International oil prices have fluctuated significantly over the past two decades and may remain volatile in the future. Prices for oil and gas are based on world supply and demand dynamics and are subject to large fluctuations in response to relatively minor changes in demand, whether as a result of market uncertainty or other factors beyond our control, including actions taken by major oil producing countries, actions by the Organisation of the Petroleum Exporting Countries (“OPEC”) and adherence to agreed production quotas, war, terrorism, government regulation, social and political conditions in oil producing countries generally, economic conditions, prevailing weather patterns, climate change and meteorological phenomena such as storms and hurricanes and the availability and price of alternative sources of energy. The conflict in Ukraine which began at the end of February 2022 has resulted in greater volatility in oil prices and an elevated oil price environment generally. Oil prices are expected to continue to be volatile in response to changes in many factors over which we have no control, including the evolving geo-political situation in Ukraine. It is impossible to accurately predict future oil and gas price movements. There can be no assurance that these factors, in combination with others, will not result in a significant or prolonged volatility in the prices of oil. Net margins in the petrochemical sector (which the polyolefins sector forms part of) tend to be driven mostly by a combination of supply-demand dynamics and the cost of production (including raw materials). As primary raw materials are generally petroleum derivatives, the prices are typically determined based on the price of crude oil or natural gas, which generally creates the floor for prices of petroleum derivatives, and the supply and demand dynamics for the relevant raw material. Historically, the markets for crude oil and natural gas have been volatile, and those markets are likely to continue to be volatile in the future. For example, according to Bloomberg data, the average price per barrel for Brent crude oil was USD 64.16/bbl in 2019, USD 43.21/bbl in 2020, USD 70.95/bbl in 2021 and USD 97.90/bbl in the first quarter of 2022. The significant declines in 2020 principally reflect the impact of the COVID-19 pandemic, including the lower demand as a result of restrictions put in place around the world to address the effects of the pandemic, and the increase in prices in 2021 principally reflect increased demand on recovery met with reduced supply on the back of OPEC and actions taken in response to the COVID-19 pandemic. Our main feedstock agreement with ADNOC contains a capped price for the sale of raw ethane which is based on the formulae therein, in respect of Borouge 1, Borouge 2 and Borouge 3 until November 2027, after which, a new feedstock supply agreement takes effect from 30 November 2027 (see “Material Agreements – Feedstock Supply Agreements”). The New Feedstock Supply

Agreement includes an agreement on the price formulae which sets out a minimum and a capped price until 2045 and, thereafter, a price review mechanism, which allows ADNOC and ADP to commence discussions regarding the price of raw ethane and propylene supplied to Borouge 1, Borouge 2 and Borouge 3, with any agreed alternative pricing to take effect from 30 June 2045. As of December 2027, the ethane pricing formula at which we purchase raw ethane will change, which will lead to an increase in the price at which we purchase raw ethane as of the date of this Prospectus. Similarly, the price at which we currently purchase propylene is based on local netback prices which are 25% lower than market benchmarks. Any increase in the price at which we purchase our feedstock could have a material adverse effect on our profitability. In addition, ADNOC's supply obligation under the Feedstock Supply Agreement is subject to, amongst others, ADNOC's compliance with any applicable production policies imposed by the government of Abu Dhabi that could affect ADNOC's ability to supply feedstock and force majeure events. Our ability to maintain our present level of profitability and margins will be dependent upon maintaining access to feedstock at competitive prices, offsetting decreases in sales prices and profit margins by improving production efficiency and volume, shifting to production of higher margin products and/or improving existing products through innovation and research and development, none of which can be assured. If we are not able to timely pass on any price increases to our feedstocks to our customers or if any of the other foregoing risks were to materialise and we are unable to respond effectively to such circumstances, it could have a material and adverse effect on our business, results of operations, financial condition and prospects.

Any significant delay or sustained interruption in the delivery of raw materials upon which we depend for our operations may adversely affect our business.

We use ethane, propylene, propane and butane in the production of polyolefins which we source under long-term agreements with ADNOC (see “Material Agreements – Feedstock Supply Agreement” and “Oil and gas price fluctuations may negatively impact our financial results”). We also use natural gas as fuel in our production complex which we source from ADNOC. We also use polymerisation catalysts which we source under the catalyst supply agreement with Borealis (see “Material Agreements – Catalyst Supply Agreement”). The costs of our feedstock for the year ended 31 December 2021 were USD 1,170 million.

Our feedstock, including ethane, propylene and propane, is delivered to the battery limit of our production complex by ADNOC. Butane, which originates from ADNOC Refining, is transported to us by road tanker by ADNOC Distribution. Our polymerisation catalysts are shipped to us by Borealis under delivery terms with Borealis bearing cost, insurance, and freight charges, arriving at the Mina Zayed, Khalifa Port or Jebel Ali (as applicable to the relevant shipment).

Delays or interruptions in the delivery of feedstock, natural gas (which is delivered to us by pipeline) or other raw materials may be caused by, among other things, severe weather or natural disasters, unscheduled downtime, labour difficulties (including but not limited to the COVID-19 pandemic or other public health emergencies), insolvency of our suppliers or their inability to meet existing contractual arrangements, deliberate sabotage and terrorist incidents, or mechanical failures. In addition, the transport of natural gas by pipeline is subject to additional risks, including delays or interruptions caused by capacity constraints, leaks, or ruptures. Our production utilisation rate in the first three months of 2022 as compared to the first three months of 2021 was partially due to an unplanned shutdown which started on 18 February 2022 of the ADNOC Refining RFCC Unit, from which we source approximately 50% of propylene. Any unplanned delay or interruption in the delivery of feedstock, natural gas or other raw materials, even for a limited period, could, if not effectively mitigated (e.g. through stored reserves or alternative supply), have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to risks in connection with our dependency on our shareholders.

Our shareholders supply us with raw materials, chemicals and technology necessary for our production, in addition to support services such as finance, legal, human capital, administrative, operations and information technology. If ADNOC or Borealis were to cease to supply us with

raw materials, chemicals, services or technology necessary for our production or operations, we may be forced to look for supply possibilities elsewhere, and if ADNOC or Borealis were to fail to provide us with these support services, we would be required either to contract with another provider of these services, or to develop the capability to perform these services internally, either of which could take a considerable amount of time and increase our costs. In such circumstances, we may not be able to cover our needs at all, or at the same or commercially acceptable costs.

We rely on ADNOC for the supply of feedstock. See “- Any significant delay or sustained interruption in the delivery of, raw materials upon which we depend for our operations”. ADNOC’s obligation to supply feedstock is subject to the availability of natural gas in accordance with government policies (as feedstock production is a by-product of gas production). We rely on Borealis for the supply of polymerisation catalysts. In the event that either demand for our products increases or our suppliers are unable to meet our demand for raw materials and feedstock, and we may not be able to locate additional suppliers to cover any shortfall, we may experience a material increase in the price of such raw materials and feedstock, or may experience disruptions in the supply of natural gas, which could result in unplanned shut-downs of our plants and which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We depend on Borealis’ continued ability to develop new, innovative, improved, or more cost-effective materials for end market applications, methods of production and technologies, to enable us to successfully commercialise and distribute our products. We rely on Borealis’ advanced proprietary technologies (consisting of Borstar® and 1-Butene or 1-Hexene based products) which enables us to have industry-leading innovation capabilities and tailored solutions for demanding end-use applications. Over the past 20 years, we have leveraged the competitive advantages of our relationship with Borealis, including access to Borstar® technology (which is provided on a semi-exclusive basis and is currently not available to our competitors), technical know-how, innovation capabilities, exchange of in-depth knowledge and best practices on commercial and operational excellence. Failing to access or rely on Borealis’ advanced proprietary technologies, including Borstar® technology, or any failure to successfully develop new, improved, or more cost-effective materials, production processes and technologies, or delays in development, may lead to our products becoming superseded and could reduce our future sales and profitability which could adversely impact our business, results of operations, financial condition and prospects.

We are reliant on a fully integrated production complex and unplanned production curtailments or shutdowns may materially adversely impact our operations and financial performance.

We operate a fully integrated production complex in Ruwais which consists of multiple integrated operating units. Unplanned suspensions of our operations, production curtailments or unscheduled shutdowns of one or more units at the complex may adversely affect our ability to produce polyolefins and our sales volumes, which could have a material adverse effect on our business, results of operations, financial condition and prospects. Such unanticipated events include, but are not limited to, adverse weather conditions, power outages, equipment failures, fires, force majeure events or interruptions to the supply of key raw materials. In particular, although a power outage may only last a few seconds, an emergency shut down of our assets may still be triggered. It may then take between 24 hours to several days or longer before all assets are back to normal production capacities. For example, in 2019, our Borouge 3 plant was shut down due to an external power outage for nearly one week before it regained full production capacity. In 2020, we suffered a cooling water line rupture in our Borouge 3 plant, which led to unplanned flaring and threatened the integrity of the Borouge 3 plant. The water line was replaced to assure integrity of the pipeline and safeguard the asset integrity of the plant. Although such outage and water line rupture did not have a material impact on our operations, there can be no assurance that more significant outages or similar incidents will not occur in the future, which could result in lost sales or increased costs. More recently, a delay in the ramp-up following the first quarter turnarounds at certain plants and the delayed PP5 ramp-up, among other factors, led to a decrease in our production utilisation rate in the first three months of 2022, which in turn affected our production capacity.

Moreover, our facility may be subject to the failure of certain equipment, including extruders,

compressors, valves, or pipes which may be difficult to replace, and we may experience delays in securing replacement parts. Any such risk could result in operational disruptions and have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to risks in connection with our exposure to subcontractors and contractual partners.

We rely on subcontractors and contractual partners for the provision of expert technicians and manpower to handle certain advanced equipment and equipment maintenance services and are therefore subject to the risk that such subcontractors and/or contractual partners may render their services inadequately or not in a timely manner. During the construction phase of our additional polypropylene plant (“PP5”). in 2020, the contracted expert technicians and manpower were unable to travel to our production complex from India due to the travel restrictions imposed as a result of the COVID-19 pandemic, which required us to shift the anticipated schedule and accommodate for the delay resulting from such travel restrictions. In certain instances, our contractual partners also purchase products from us such as polymer scrap. In 2021, during the review of our invoices, we noted that there was a delay ranging from 8 to 156 days in the creation of invoices for the sale of scrap which generated up to 3,927 metric tons and amounted to approximately USD 3.3 million. The scrap had already been sold to our contractual partner on a monthly basis to avoid scrap build-up in our plants. This led to a risk exposure of approximately USD 2.3 million. Any delays in issuing our invoices or payments by our contractual partners may result in increased financial risk exposure.

In addition, subcontractors and/or contractual partners may also become insolvent during their engagement which exposes us to the risk of their creditworthiness. If our suppliers or logistics partners are unable or unwilling to meet their contractual obligations under the existing agreements with us, we may be forced to pay higher prices to obtain the necessary products or services from alternative third parties, which may not be available in the required timeframe, or at all, and we may not be able to increase prices for our products to offset the higher costs for such products or services. Certain supply obligations by our contractual partners are subject to provisions that relieve the supplier from performance, including upon the occurrence of a force majeure event under the relevant supply agreement, without the supplier being subject to monetary damages or other remedies. If a supplier or service provider of material goods or services were to be relieved of its obligation to supply on this basis, or to be in default in its obligation to supply, our business and operations may be interrupted. In certain cases, it may not be possible or commercially feasible for us to arrange alternative sources of supply and, accordingly, any such interruption may be prolonged. If any such material goods or services become unavailable within a geographic region from which they are currently sourced, then we may not be able to obtain suitable or cost-effective substitutes. Any such risk could adversely impact our business, results of operations, financial condition and prospects.

We may not be able to successfully achieve our business strategy or meet our targets.

We base our business model and competitive advantage to a substantial extent on the continuing innovation of our product and our go-to market approach for achieving profitable growth, and therefore, may grow much less than expected, if at all, if we fail to retain our direct customer interaction, adequately identify market trends or understand our customer needs and/or preferences. The trend towards commoditisation and standardisation in major parts of our industry segments has increased the importance of research and development in supporting profitability, particularly in terms of cost-efficient production technologies. We must offer ever more specialised or better performance products that are intended to offer higher value to customers while managing production costs in order to achieve satisfactory margins. A key component of our strategy is our go-to-market approach which mainly aims to develop new products and introduce sustainable applications that offer distinct value for customers. We intend to continue to devote substantial resources to the development of new technologically advanced products and processes and to continue to devote a substantial amount of expenditure to the research and development functions of our business.

We are currently executing a number of facility enhancements designed to achieve profitable growth in the future (see “Business – Our Production Complex”). The anticipated benefits from projects are based on several assumptions and projections that may prove to be inaccurate or

we may not successfully execute these projects in a timely manner, on budget, or at all.

We may be unable to develop new methods or technologies to gain additional efficiencies in our production processes in the future, and our products may not perform as well as anticipated or address our customers' requirements adequately, which may decrease the profitability of some or all of our products. We may also not be successful in expanding or improving our product portfolio or may lack the expertise or financial resources to develop new products. Furthermore, we may commit errors or misjudgements in our planning and misallocate resources, for instance, by developing materials, methods or technologies that require large investments in research and development and capital expenditure but that are not commercially viable.

There can be no assurance that we will be successful in developing new products or processes, or bringing them to market in a timely manner, that products or technologies developed by others will not render our product offerings outdated or non-competitive, that the market will accept our new products and innovations, or that competitors will not be able to produce similar products at a lower cost. As a result, the implementation of this business strategy may be costly and ineffective. Furthermore, our ability to implement our business strategy and meet any targets (including our medium term targets set out in “Business – Medium Term Targets”) depends on a variety of additional factors, including market conditions and industry knowledge, the accuracy of various assumptions involving factors that are beyond our control and are subject to known and unknown risks, uncertainties and other factors that may result in our being unable to implement the strategy and achieve our medium term targets.

Any of the foregoing may have a material adverse effect on our business, results of operations, financial condition and prospects. If the Re-contribution of Borouge 4 is delayed, completed on terms less favourable than anticipated, or does not happen at all, we will not benefit from the expected additional production capacity. In 2021, ADNOC and Borealis signed a USD 6.2 billion partnership agreement for the development of the Borouge 4 plant. The development of Borouge 4 has been carved-out of ADP and will be undertaken by a separate legal entity owned by ADNOC and BMEH, “B4 LLC”. Notwithstanding the initial carve-out of Borouge 4, ADNOC and Borealis intend to ‘recontribute’ Borouge 4 to ADP, and therefore the Company (the “Re-contribution”), in consideration for the payment of a currently unknown purchase price by the Company or ADP, once the Borouge 4 plant is ‘ready for start-up’, which is expected to occur in the fourth quarter of 2025 (see “Business – Borouge 4 Carve-out and Re-Contribution”). See “Business – Borouge 4 Carve-out and Re-Contribution” and “Business – IPO Sponsor Agreement”). There can be no assurances that ADNOC and BMEH (on the one hand) and the Company and ADP (on the other hand) will agree on a purchase price for the Re-contribution and that the Re-contribution will therefore take place as intended. Although these arrangements are intended to reduce the Company’s exposure to certain risks resulting from the development of Borouge 4, there can be no assurances that the Company will be fully insulated from Borouge 4-related risks and that the carve-out and Re-contribution will have the desired economic and operational effects. In this regard, whilst an asset transfer agreement for the transfer of Borouge 4 from ADP to B4 LLC has been signed, enabling the carve-out to have been completed from an accounting perspective, certain legal formalities required to fully transfer legal title to (and liability for) certain of the assets comprising Borouge 4 to B4 LLC are yet to be completed. Similarly, whilst ADNOC and Borealis intend for the Re-contribution to happen once Borouge 4 is ‘ready for start-up’, the Re-contribution may, in fact, occur after this date, potentially after Borouge 4 has commenced commercial operations, or not at all. Prior to the Re-contribution, certain interface issues and risks may arise between ADP and B4 LLC. Firstly, as Borouge 4 is being developed so as to be technically and operationally integrated with the current Borouge plant, certain of the assets and facilities comprising Borouge 4 will be developed on land controlled by, and within facilities owned by, ADP. In this regard, the development of Borouge 4 also involves the development, replacement, expansion

and/or upgrade of certain infrastructure and facilities within the wider Borouge plant. Whilst it is intended that ADP will eventually own the replaced, expanded or upgraded assets, ownership of such may initially vest in B4 LLC (as counterparty to the relevant construction contracts for such assets) and ADP and B4 LLC will need to take further steps to transfer ownership to ADP. Furthermore, in terms of construction interface risk specifically, Borouge 4 will largely be developed on a site which is adjacent to the current Borouge plants and ADP has sub-leased the Borouge 4 site to B4 LLC, on terms which are back-to-back with its head lease of the wider Borouge project site from ADNOC, and also granted B4 LLC non-exclusive rights of access to all other areas of the Borouge site. During construction, the close proximity of Borouge 4 to the current Borouge plants, the integrated nature of the various facilities and the need for those involved in the construction and operation of Borouge 4 to access the current Borouge plants, could potentially lead to construction-related incidents at Borouge 4 adversely impacting operations at the current Borouge plants (and vice versa). Similarly, from an operational perspective, Borouge 4 is fundamentally integrated with the rest of the Borouge plant and, notwithstanding the separate legal ownership of the various facilities, in certain instances it is not possible to segregate the operation of Borouge 4 from the operation of other parts of the Borouge plant. This creates an inherent risk that operational issues at Borouge 4 (which is not owned by ADP or the Company) may adversely impact the operations of other aspects of the wider Borouge plant (which are owned by ADP and the Company) and vice versa; although, operational interface risk is only an issue if the Re-contribution does not occur prior to the commencement of Borouge 4 operations, which is not the intent.

In addition, it is intended that, pursuant to a service level agreement between ADP and B4 LLC, ADP will provide certain corporate services required by B4 LLC for the development and operation of Borouge 4 prior to the Re-contribution. In certain circumstances, this may involve ADP on-supplying services it receives from its shareholders. The provision of corporate services by ADP to B4 LLC will involve ADP devoting resources and personnel, which could have been otherwise devoted to ADP’s activities, to the development and operation of Borouge 4, and such may not be adequately compensated under the service level agreement. The service level agreement, and the sub-lease of the Borouge 4 site described above, require ADP to take a degree of payment and performance risk on B4 LLC which, although ultimately owned by ADNOC and Borealis, is a special purpose vehicle of limited substance and ADNOC and Borealis have not guaranteed the performance and/or payment obligations of B4 LLC under the contracts described above. Also, if ADP is on-supplying services from its shareholders to B4 LLC, ADP will also be taking payment and performance risk on its shareholders in this regard. Moreover, the feedstock supply arrangements entered into for the supply of feedstock to B4 LLC prior to the Re-contribution require that, prior to the Recontribution, in circumstances where the supply of feedstock is curtailed: (i) during the Borouge 4 start-up period, the supply of available feedstock to B4 LLC (up to certain quantities) will be prioritised over the supply to ADP; and (ii) at all other times, the supply of available feedstock will be allocated pro rata between ADP and B4 LLC. If triggered, the application of these provisions may result in ADP not receiving sufficient volumes of feedstock for its operations. The aforementioned feedstock supply arrangements are only relevant if the Re-contribution occurs following start-up of Borouge 4 (which is not the intention) and will not apply following the Re-contribution. It is also intended that any product produced by B4 LLC prior to the Re-contribution will be marketed by PTE on the same terms as products of ADP. B4 LLC also has the right to use the Borouge and Borstar® trademarks in relation to the sale of its products. Whilst it is intended that the Re-contribution will occur once Borouge 4 is “ready for start-up”, if the Re-contribution is delayed until after Borouge 4 becomes fully operational, and B4 LLC therefore commences the sale of products as a stand-alone entity, PTE may, in certain scenarios, have to decide between optimising sales of products of ADP or similar products of B4 LLC. As a result, in certain scenarios, ADP and B4 LLC may be ‘competing’ for the same market opportunities and PTE may, in such scenarios, elect to prioritise sales of products produced by B4 LLC over those produced by ADP. Any of the foregoing factors may have a material adverse effect on our business, results of operations, financial condition and prospects.

We may not be successful in integrating new businesses and may not be able to realize our projected returns from strategic transactions.

We have in the past and will continue to consider strategic transactions, including acquisitions, partnerships, joint ventures, business combination transactions, dispositions, spin-offs or other major transactions that require significant managerial resources, which may cause a diversion from our other activities, and may impair the operation of our business. The risks of any transaction through investments, acquisitions, partnerships, joint ventures, business combination transactions, dispositions, or spin-offs are increased due to the significant capital and other resources that we may have to commit to any such transaction, which may not be recoverable if the transaction initiative to which they were devoted is ultimately not implemented. Even in cases where we acquire a majority interest, our joint venture or strategic partners may have significant influence over policies, including consent rights with respect to certain specified matters, and we may fail to gain the support of our partners for our business plans. We have a lesser degree of control over the business operations and strategic direction of the joint ventures and businesses in which we make minority investments. In addition, disagreements and/or disputes may arise between partners resulting in decisions which we view as favourable being blocked or decisions which we view as unfavourable being passed. Among the risks associated with the pursuit and consummation of acquisitions, partnerships, joint ventures, business combination transactions, dispositions, spin-offs or other major transactions are those involving:

• difficulties in integrating or separating the parties’ operations, systems, technologies,

products and personnel; • incurrence of significant transaction-related expenses and other unanticipated costs

associated with such transactions; • potential integration or restructuring costs; • our ability to obtain the desired financial or strategic benefits or operating and financial

efficiencies, synergies and cost savings from any such transaction, and the potential impairment charges related to the goodwill, intangible assets or other assets to which any such transaction relates, in the event that the financial benefits of such transaction prove to be less than anticipated;

• our ability to obtain sufficient financing for any such transaction; • the parties’ ability to retain key business relationships, including relationships with key

personnel, other employees, customers, partners and suppliers; • entry into markets or involvement with products with which we have limited current or

prior experience or in which competitors may have stronger positions; • assumption of contingent liabilities, including litigation; • exposure to unanticipated liabilities; • differences in the parties’ internal control environments or applicable accounting

standards, which may require significant time and resources to resolve in conformity with our legal and accounting standards;

• increased scope, geographic diversity and complexity of our operations; • the tax effects of any such transaction; and • the potential for costly and time-consuming litigation, including shareholder lawsuits.

As a result of these and other factors, including general economic risk, we may not be able to realize our projected returns from any future acquisitions, partnerships, joint ventures, business combination transactions, dispositions, spin-offs or other major transactions, or the results of any planned synergies, or any others in relation to such transactions that we report from time to time. Any such disruption could adversely impact our business, results of operations, financial condition and prospects. We are exposed to cybersecurity risks and risks associated with the use of information technology. We rely on information technology and computer systems to carry out our day-to-day operations, including internal and external communications, the management of our accounting, financial and supply chain functions and plant operations. As a result of the increasing complexity of electronic information and communication technology, we are exposed to various risks, ranging from the loss or theft of data, cyber-attacks, stoppages and

interruptions to the business, to systems failure and technical obsolescence of information technology systems. Increased global information security threats and more sophisticated cyber-crimes pose a risk to the confidentiality, availability and integrity of our data, operations and infrastructure of the information technology systems, networks, facilities, products and services. Cyber security risks include attacks on information technology and infrastructure by hackers, damage or loss of information due to viruses or ransomware, the unintended disclosure of confidential information, the misuse or loss of control over computer control systems, and breaches due to employee error. Our exposure to cyber security risks includes exposure through third parties on whose systems we place significant reliance for the conduct of our business and exposure through third party suppliers whose systems may be vulnerable to cyber-attacks. The non-availability, violation of confidentiality, or the manipulation of data in critical information technology systems and applications can lead to the uncontrolled outflow of data and expertise and have a direct on our business operations. Any such violation of confidentiality, manipulation of data or uncontrolled outflow of data could be in breach of the new Federal Decree by Law No. 45 of 2021 Concerning the Protection of Personal Data which may in turn result in penalties being imposed on us. While we maintain back-up systems and have implemented security procedures and measures to protect our systems and information from being vulnerable to cyber-attacks and other risks associated with the use of information technology, there are no assurances that these will work as efficiently or quickly as expected if at all. Should such threats overcome the information security measure implemented by us, they could potentially lead to the compromise of confidential information, improper use of systems and networks, manipulation and destruction of data, production downtime and operations disruptions, which in turn could have a material and adverse effect on our business, results of operations, financial condition and prospects. We may be exposed to risks related to product liability and claims.

Our business may be affected by our inability to meet our customers' requirements in terms of product quality and specifications. Our customers typically have high standards of product quality and detailed product specifications. If we fail to detect quality deficiencies or otherwise deliver products that do not meet our customers' requirements, we may be required to deliver replacement products at our expense or pay damages. Some of our products have been damaged during shipment and we have offered discounts and rebates to our customers for such damaged products. Other risks which our products may be exposed to during transportation or storage are metal contamination or dust formation. Such failures could also result in reputational harm and customers placing orders for lower volumes or terminating their relationship with us. We may be liable for damages based on product liability claims brought against us or against our customers or may be accused of having sold harmful products. Such claims resulting from the delivery of defect products or products that are not compliant with agreed specifications or norms could materially negatively impact our business, results of operations, financial condition, and prospects.

Negative publicity may harm our business and results of operations.

We may be exposed to the risk of negative publicity and press speculation concerning our business. The development of a negative social perception for the chemical industry in general (or for e.g. single-use plastics, more specifically, which have increasingly been subject to bans, such as the ban of single-use plastic grocery shopping bags in Abu Dhabi as of 1 June 2022 as announced by the Environment Agency Abu Dhabi on April 6 2022), or our processes or products in particular, or the incorrect use and handling of our products by third parties could also have a negative impact and harm on our reputation. In addition, concerns about product safety and environmental protection involving the industry or the company specifically (including as a result of incidents involving the company or another company in the industry) could influence public perceptions regarding our products and operations, the viability of certain products, our reputation, and the ability to attract and retain employees. Any significant damage to our reputation could cause existing customers to terminate their relationship with us or prevent us from winning new contracts. Such general concerns may also lead to the increased

scrutiny of authorities and more restrictive legislation.

Natural disasters or health epidemics or pandemics, such as the current COVID-19 pandemic, may disrupt our operations, decrease the demand for our products or otherwise have an adverse impact on our business.

Extraordinary events such as natural disasters or global or local health epidemics or pandemics could result in significant damage to our production complex and/or disruption of our operations and may negatively affect local economies, including those of our customers or suppliers. The occurrence of such events cannot be predicted, although their occurrence can be expected to adversely impact the economy in general and our specific markets.

The resulting damage from a natural disaster could include loss of life, property damage or site closure, which may disrupt our ability to manufacture and deliver products and require us to temporarily declare an excused performance, or force majeure, under our existing agreements with customers. Any damage resulting in stoppage or reduction of our production complex’s Production Capacity could reduce our revenue and any unanticipated capital expenditures to repair such damage (to the extent not covered by our insurance policies) may reduce profitability. Any, or a combination, of these factors could also adversely impact our business, results of operations, financial condition and prospects.

In addition, global or local health epidemics or pandemics may result in disruption of our operations. For example, the COVID-19 pandemic has resulted and may continue to result in closures, quarantines, travel restrictions and extended shutdowns of certain businesses in regions in which we operate and has interfered with general commercial activity related to our supply chain and customer base. For example, in March 2022, China experienced its largest spike in COVID-19 infections since the initial outbreak in Wuhan in early 2020 (according to Reuters). This has led to partial closures of ports in China which is expected to cause shortage of commodities globally in the weeks following such partial closures. Additionally, some shipping lines have suspended operations in various Chinese ports, including Shanghai and Shenzhen. Given our presence in Shanghai and the importance of the Chinese market to our operations, the closure of ports in China has temporarily disrupted our operations. Even though our business operations have been designated as essential industries by the governments in the jurisdictions in which we operate, these measures may impact all or portions of our workforce and operations. If significant portions of our workforce are unable to work effectively or we are unable to operate our business effectively, including because of illness, quarantines, government actions, border closures, facility closures or other restrictions, we may be unable to meet customer demand or perform fully under our contracts. Our customers, suppliers and third-party service providers, including transportation providers, may continue to in the future be affected by COVID-19, including as a result of measures taken by federal and local governments to slow the spread of the virus. Any negative impacts on our customers, suppliers and third-party service providers could negatively impact our business, results of operations, financial condition and prospects. For example, restrictions on or disruptions to transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our costs and limit our ability to meet customer demand.

Although the COVID-19 pandemic has not had a material adverse effect on our business and reported results to date, we have experienced delays in the supply chain, temporary closures of some of our facilities due to detected cases, and travel restrictions, all of which affected our day-to-day operations. In addition, the COVID-19 pandemic has impacted geographic regions where our products are produced and sold. Between February and May 2020, the impact of COVID-19 was particularly pronounced in the benchmark prices of polyolefins. Due to overall weaker benchmark prices as a result of the impact of COVID-19, our average sales prices for the year ended 31 December 2020 were lower compared to our sales prices for the years ended 31 December 2019 and 2021. The continuing impact of COVID-19 on our business, financial condition and results of operations is not possible to determine as at the date of this Prospectus. It will depend, among other things, on how long oil prices continue to remain volatile and the manner in which any preventive measures which impact the Group remain in place and on how different economic sectors respond to any removal, lifting or re-introduction of preventive measures, as well as any longer term impact of these measures, and similar measures on an

international scale, together with any wider impact of COVID-19 more generally. Furthermore, if COVID-19 results in a lack of liquidity in the financial markets, this may also adversely affect our business, results of operations, financial condition and prospects.

Our operations and the production and handling of polyolefins involve significant risks and hazards inherent to the chemicals industry.

As a polyolefins business working with chemicals and hazardous substances, our operations are subject to hazards inherent in the manufacturing, transportation, storage and distribution of polyolefin products, which can be, for example, highly toxic or corrosive. These hazards include: explosions; fires; severe weather and natural disasters; train derailments, collisions, vessel groundings and other transportation and maritime incidents; leaks and ruptures involving storage tanks, pipelines and rail cars; spills, discharges and releases of toxic or hazardous substances or gases; deliberate sabotage and terrorist incidents; mechanical failures; unscheduled plant downtime; labour difficulties; and other risks. Some of these hazards can cause bodily injury and loss of life, severe damage to or destruction of property and equipment, environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties and liabilities as well as reputational damage which could have a material adverse effect on our business, results of operations, financial condition and prospects. In November 2021, one of PTE’s employees entered our polypropylene palletizer to resolve a technical issue when the palletizing lifting arm was accidentally activated resulting in the death of our employee. Accidents involving chemical substances could result in fires, explosions, severe pollution or other catastrophic circumstances, which could cause severe injury to persons (employees or otherwise), damage to property or the environment as well as disruptions to our business and reputational damage. Such events could result in damage to production complex, equipment failures or shutdowns, civil lawsuits, criminal investigations and regulatory enforcement proceedings (including against management), all of which could lead to significant liabilities for us. Any damage to persons, equipment or property or other disruption to our ability to produce or distribute our products could result in a significant decrease in our revenue and profits and significant additional cost to replace or repair our assets, and depending on the nature of the incident we may not be fully insured, or not insured at all, all of which could result in a material adverse effect on our business, results of operations, financial condition and prospects. In addition, certain environmental laws applicable to us impose joint and several liabilities, without regard to fault, for clean-up costs on those who have disposed of or released hazardous substances into the environment. As a result, given the nature of our business, we may incur environmental clean-up liabilities in respect of our current or former complex, adjacent or nearby third-party facilities or offsite disposal locations. Pollution risks and related clean-up costs are often impossible to assess unless environmental audits have been performed and the extent of liability under environmental laws is clearly determinable. The costs associated with future clean-up activities that we may be required to conduct or finance may be material. Additionally, we may become liable to third parties for damages, including personal injury and property damage, resulting from the disposal or release of hazardous substances into the environment.

We are subject to numerous environmental, health, and safety laws, regulations and permitting requirements, as well as potential environmental liabilities, which may require us to make substantial expenditures or impact our ability to export our products.

We are subject to numerous environmental, health and safety laws and regulations in the countries in which we operate and in which our products are sold, including laws and regulations relating to air emissions, wastewater discharges, solid and hazardous waste management, the use, composition, handling, distribution and transportation of hazardous materials, and the demolition of existing plant sites upon permanent closure. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. We may be subject to more stringent enforcement of existing or new environmental, health and safety laws in the future. Additionally, future environmental, health and safety laws and regulations or reinterpretation of current laws and regulations may require us to make substantial expenditures. Our costs to comply with, or any liabilities under, these laws and regulations could have a material adverse effect on our business, results of

operations, financial condition and prospects Increased concerns regarding chemicals and plastics, including their safe use and potential impact on the environment, reflect a growing trend in societal demands for increasing levels of product safety, environmental protection and recycling. These concerns have led to more restrictive regulations and could lead to new regulations which restrict our business further. They could also manifest themselves in shareholder proposals, delays or failures in obtaining or retaining regulatory approvals, increased costs related to complying with more restrictive regulations, delayed product launches, lack of market acceptance, lower sales volumes or discontinuance of chemicals or plastics products, continued pressure for more stringent regulatory intervention and increased litigation, which may adversely affect the way in which we are able to conduct our business, results of operations, financial condition and prospects. The Green Deal of December 2019 proposes new EU legislation, which includes a “carbon border tax” or “border carbon adjustment” implementation. The European Commission proposed a 2030 target to reduce greenhouse gas (“GHG”) emissions by 55% compared to 1990. This 2030 target is proposed to be reflected in a European Climate Law, which will also enshrine the 2050 climate neutrality objective of the EU Green Deal in legislation. On 14 July 2021, the European Commission adopted a proposal for a new Carbon Border Adjustment Mechanism which will put a carbon price on imports of a targeted selection of products so that ambitious climate action in Europe does not lead to ‘carbon leakage’. This will ensure that European emission reductions contribute to a global emissions decline. It also aims to encourage industry outside the EU to take steps in the same direction. More stringent GHG legislation is likely to have a significant impact on us, because our production complex emits GHGs such as carbon dioxide and nitrous oxide and because natural gas, a fossil fuel, is a primary raw material used in our polyolefin production processes. Regulation of GHGs may require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency, limit our output, require us to make capital improvements to our production complex, increase our costs for or limit the availability of energy, raw materials or transportation, impact our ability to export into Europe, or otherwise materially adversely affect our business, results of operations, financial condition and prospects. We are not able to predict the impact of new or changed laws or regulations or changes in the ways that such laws or regulations are administered, interpreted or enforced. The requirements to be met, as well as the technology and length of time available to meet those requirements, continue to develop and change. To the extent that the costs associated with meeting any of these requirements are substantial and not adequately provided for, our operating results and financial condition could be adversely affected. Violations of environmental, health and safety laws can result in substantial penalties, court orders to install pollution-control equipment, civil and criminal sanctions (including regarding management), permit revocations and facility shutdowns. Environmental remediation obligations can result in significant costs associated with the investigation and clean-up of contaminated land, ecosystems or water bodies, as well as claims for damage to property. In addition, we could face claims of death or injury to persons resulting from exposure to hazardous materials or of adverse impacts on natural resources resulting from our operations. There can be no assurance that any such obligation will not have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

Climate change concerns and impacts could cause us to incur significant costs or make significant investments.

As the international community has reached consensus on the importance and urgency of addressing climate change, the polyolefins industry in which we operate, and the chemicals and oil and gas industry more largely, is drawing increasing concerns with respect to its contribution to global climate change in recent years. A number of international, national and regional measures to limit greenhouse gas emissions have been enacted. For example, the Paris Agreement became effective in November 2016, and many of the countries that have ratified the Paris Agreement are adopting domestic measures to meet the Paris Agreement goals, which include reducing their use of fossil fuels and increasing their use of alternative energy sources. More recently, the Glasgow Climate Pact, which aims to accelerate action towards the

goals of the Paris Agreement, was signed at COP26 in October-November 2021. The implementation of such measures in a number of countries and other potential legislation limiting emissions could affect the global demand for fossil fuels. If the countries in which we operate or desire to operate enact new laws that focus on limiting GHG emissions, it could result in substantial impact on capital expenditure from compliance with these laws, and revenue generation and strategic growth opportunities. Carbon dioxide (“CO2”) is a by-product of the burning of fossil fuels and is considered a GHG. Our operations result in the emission of CO2 which in 2021 were approximately 3 million tons. The UAE is a signatory of the Paris Agreement and has ratified it and has agreed to the Glasgow Climate Pact. Furthermore, the UAE announced its ambition to reach net zero emissions by 2050. Compliance with the Paris Agreement may require the reduction of CO2 emissions in the UAE, and the responsibilities of UAE companies may change following the implementation of any CO2 mitigation regulations. This could include direct regulation on emissions, as well as changes to the cost of both input energy and water. Such regulations could result in, for example, increased costs to operate and maintain our manufacturing complex and/or costs to install new emission controls and administer and manage GHG emissions, and/or an increased risk in litigation in the case of non-compliance with any government directives related to the reduction of greenhouse gas emissions. These increased operating and compliance costs could adversely affect our business, results of operation, financial condition and cash flows.

We are not fully insured against all potential hazards and risks incident to our business and our insurance coverage may not adequately cover all losses.

We maintain property, casualty and liability insurance policies, however, we are not fully insured against all potential hazards and risks incident to our business as is typical of insurance policies in our industry. If we were to incur significant liability for which we were not fully insured, it could have a material adverse effect on our business, results of operations, financial condition and prospects. We are subject to various self-retentions, deductibles and limits under our insurance policies. The policies also contain exclusions and conditions that could have a material adverse impact on our ability to receive indemnification thereunder. Our policies are generally subject to annual renewal. As a result of market conditions, our premiums, self-retentions and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. In addition, significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage.

Our transportation and distribution activities rely on third party providers and are subject to environmental, safety and regulatory oversight and risks affecting the shipping industry.

We rely on truck, pipeline and ocean vessel companies to transport raw materials to our production complex, to coordinate and deliver finished products to our distribution system and to ship finished products to our customers. These transportation operations, equipment and services are subject to various hazards, including adverse operating conditions on the inland waterway system, extreme weather conditions, system failures, work stoppages, delays, accidents such as spills and other accidents and operating hazards. These transportation operations, equipment and services are also subject to environmental, safety and regulatory oversight. Due to concerns related to accidents, discharges or other releases of hazardous substances, and national security threats, governmental entities could implement new regulations affecting the transportation of raw materials or finished products, which could increase our costs and require changes to our business.

Our production complex in Ruwais is reliant on cargo transportation from the Arabian Gulf (through the Strait of Hormuz). If shipping of our products is delayed or we are unable to obtain raw materials as a result of these transportation companies’ failure to operate properly, geopolitical issues, acts of war, trade blockades and piracy affecting these transportation or if new and more stringent regulatory requirements are implemented affecting transportation operations or equipment, or if there are significant increases in the cost of these services or equipment, our revenue and cost of operations could be adversely affected. For example, due to the increase in global freight and shipping costs, our average logistics variable costs has increased from USD 91 per ton in 2017 to USD 107.4 per ton in 2021 and USD 162 per ton in the first quarter of 2022, and such global freight and shipping costs may be subject to further

increases, which would, in turn, lead to an increase in our average logistics variable costs. In addition, increases in our transportation costs, or changes in such costs relative to transportation costs incurred by our competitors, could have a material adverse effect on our business, results of operations, financial condition and prospects.

Acts of terrorism or sabotage could negatively affect our business.

Similar to other companies with major industrial facilities, we may be targets of terrorist activities or sabotage. In January 2022, Abu Dhabi was the subject of missile and drone attacks, including one on an ADNOC fuel depot in Mussafah, which claimed the lives of three people and resulted in the outbreak of a fire (see “-Continued instability and unrest in the MENA region, or the escalation of armed conflict, may materially adversely affect the UAE economy”). Our production complex stores significant quantities of polyolefins that can be dangerous if mishandled. Any damage to infrastructure facilities, such as electricity generation, transmission and distribution facilities (including the natural gas pipeline on which we rely on for the delivery of natural gas), or injury to employees, who could be direct targets or indirect casualties of an act of terrorism or sabotage, may affect our operations. Furthermore, due to concerns related to terrorism or sabotage or the potential use of certain chemical substances such as explosives or poisonous materials, governments in the countries in which we operate may implement new regulations impacting the security of our production complex, warehouses and other facilities or the transportation and use of polyolefins and other chemicals. Any disruption of our ability to produce or distribute polyolefins could result in a significant decrease in revenue and significant additional costs to replace, repair or insure our assets, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to risks associated with operating in multiple jurisdictions.

Our global business operations are subject to numerous risks and uncertainties, including: difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; unexpected changes in regulatory environments; currency fluctuations; changes to tax treaties or tax rates; changes to domestic and international tax law (including, without limitation, the Pillar II proposal by the Organization for Economic Co-operation and Development, which seeks to put a floor on competition over corporate income tax, through the introduction of a global minimum corporate tax rate that countries can use to protect their tax bases); earnings that may be subject to withholding requirements; and the imposition of tariffs, exchange controls or other restrictions. We, and our shareholders, are subject to anti-corruption laws and regulations and economic sanctions programs in various jurisdictions, including the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, and economic sanctions programs administered by the United Nations, the European Union and the Office of Foreign Assets Control of the U.S. Department of the Treasury, and regulations set forth under the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 as well as the wide-ranging sanctions against Russia introduced in 2022. As a result of doing business internationally, we are exposed to a risk of violating anti-corruption laws and sanctions regulations applicable in those countries where we, our partners or agents operate. Violations of anti-corruption and sanctions laws and regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. The violation of applicable laws by our employees, consultants, agents or partners could subject us to penalties and could have a material adverse effect on our business, results of operations, financial condition and prospects. We, and our shareholders, are subject to antitrust and competition laws in various countries throughout the world. We cannot predict how these laws or their interpretation, administration and enforcement will change over time. Changes in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future operations and growth. Furthermore, we are required to comply with applicable export controls, economic sanctions and international trade laws and regulations, which are subject to change at any time based on social and political conditions. Violation of these laws and regulations could result in penalties, which could have a material adverse effect on our business, results of operations,

financial condition and prospects.

We conduct our business in multiple jurisdictions and are exposed to the tax laws of such jurisdictions.

Our production complex is located in Ruwais, Abu Dhabi, our sales & marketing headquarters is located in Singapore and we have a diverse regional footprint of logistics hubs, warehouses and gateways across the MENA region, Europe, and Asia, as well as a compounding manufacturing plant in Shanghai. Furthermore, we sell our products to customers in more than 50 countries across the Middle East, Africa and Asia and are therefore subject to the tax laws and regulations in different jurisdictions where we operate or sell our products. Given that tax laws and regulations are subject to change and may not provide clear-cut or definitive doctrines, the tax regime applied to us is sometimes based on our interpretations of such laws and regulations. There is a risk that our understanding and interpretation of tax laws, double tax treaties and other provisions is not correct in all respects. There is also a risk that tax authorities in the relevant jurisdictions may audit us and make assessments, including potentially interest, fines and penalties, and decisions that differ from our understanding and interpretation of the aforementioned laws, tax treaties and other provisions, which could have an adverse effect on our operating, results and financial condition. Further, there is a risk that new or amended laws, tax treaties or other provisions, which may apply retroactively, may have a material adverse effect on our business, results of operations, financial condition and prospects.

Our operations are dependent on maintaining permits and meeting financial assurance requirements from governmental authorities.

We hold permits and approvals authorising operations at our production complex in Ruwais, Abu Dhabi, such as our industrial licence which is renewed on an annual basis. A decision by a government agency to deny or delay issuing a new or renewed material permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to continue operations at our production complex and on its business, financial condition and results of operations. In certain cases, as a condition to procure such permits and approvals or as a condition to maintain existing approvals, we may be required to comply with regulatory financial assurance requirements. The purpose of these requirements is to assure local or national government agencies that we will have sufficient funds available for the ultimate closure, post-closure care and/or reclamation at our production complex. Additional financial assurance requirements or other increases in local regulations and taxes could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our debt agreements may contain restrictions that limit our flexibility in operating our business.

As at 31 March 2022, we had USD 4 billion total loans and borrowings. The outstanding debt agreements contain, and any future debt agreements may contain, cross default clauses whereby a default under one debt obligation may constitute an event of default under other outstanding debt obligations. Any such covenants could prevent us from engaging in certain transactions that we may view as desirable without the consent of the lenders. Furthermore, a breach of any of these covenants may result in a default under our debt obligations in which the relevant covenant is included, which may result in all amounts outstanding thereunder becoming immediately due and payable and the termination of all commitments to extend further credit to us. Moreover, we expect to incur additional indebtedness to among other things, finance the re-contribution of Borouge 4 (see “– If the Re-contribution of Borouge 4 is delayed, completed on terms less favourable than anticipated, or does not happen at all we will not benefit from the expected additional production capacity”) which may contain similar or more onerous terms. This additional indebtedness could further restrict our operational flexibility and ability to achieve our strategy.

Any of these occurrences could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We are subject to interest rate related risks.

As at 31 March 2022, our total loans and borrowings amounted to USD 4 billion with a five-year tenure. The interest rate sensitivity in respect of our total loans and borrowings is USD 40 million per year for each 1% change to the interest rate. As a result, our interest expense is significantly impacted by volatility of interest rates. Interest rates are sensitive to many factors beyond our control, including the policies of central banks, economic conditions and political factors. Any increases in reference rates would result in an increase in our interest rate expenses and could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our business may be exposed to exchange rate fluctuations.

We operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to fluctuations of other currencies against the USD. The most significant foreign currencies to which we are exposed are Chinese Renminbi and, to a lesser extent, Euro. For example, in the financial year 2021, a 5% decrease in the exchange rate of the Chinese Renminbi against the U.S. dollar would have decreased our profit before tax by USD 449,000, whereas a 5% increase in the Euro against the U.S. dollar would have decreased our profit before tax by USD 299,000. Although AED has been pegged to USD at a rate of AED 3.673 to USD 1.00 since 1997, there can be no assurance that the UAE Central Bank will continue to maintain this fixed rate in the future, particularly if there continues to be increased demand for the USD as a result of the COVID-19 pandemic and any additional waves or resurgences thereof. Any change to the USD / AED exchange rate could increase the costs of our operations in the UAE, including in respect of the costs that we pay for our products or to service our indebtedness, or could cause our results of operations and financial condition to fluctuate due to currency translation effects, any of which could have a material adverse effect on our business, results of operations, financial condition and prospects. Furthermore, any change to the current exchange rate policy could increase the burden of servicing the UAE’s external debt and also result in damage to investor confidence, resulting in outflows of capital, market volatility, each of which could have a material adverse effect on the UAE’s economic and financial condition.

If we are unable to attract and retain qualified personnel and skilled employees, we will be unable to operate efficiently, which could reduce our results of operations.

Our ability to operate our production complex and manage our business is dependent on our ability to attract and retain qualified personnel, including specialist engineers and operators, technicians, and key management positions. Increase in the demand for qualified personnel in the markets in which we operate may result in us being unable to hire and retain a sufficient skilled labour force necessary to support our operating requirements and growth strategy. Our labour expenses may increase as a result of a shortage in the supply of skilled personnel and we may also be forced to incur significant training expenses if we are unable to hire employees with the requisite skills. Additionally, our businesses are managed by a number of key executive and operational officers and are dependent upon retaining and recruiting qualified management. Labour shortages, increased labour or training costs, or the loss of key personnel could materially adversely affect our business, results of operations, financial condition and prospects.

We could incur increased obligations and expenses related to our post-employment benefit plans that could negatively affect our financial condition and results of operations.

We have obligations to current and former employees related to pensions and other long-term benefits in the UAE and a number of other countries. The forms and benefits vary with conditions and practices in the countries concerned. The plans include both defined contribution plans and plans that provide defined benefits. As of 31 March 2022, our provision for employees' end of service benefits amounted to USD 98 million. Changes in relevant measurement parameters such as interest rates, mortality and salary increase rates may raise

the present value of our pension obligations.

This may lead to increased costs in connection with our pension plans, diminish equity due to the recognition of actuarial losses or put pressure on our credit standing. Declining or even negative returns on these investments may adversely affect the future fair value of plan assets. Both of these effects may negatively impact the development of equity, and may require additional payments. Also, future changes in certain legal environments, especially in local regulation, may in the future have negative effects on our results and may also trigger the necessity for additional payments.

We are exposed to risks associated with the use of intellectual property and technology licences.

Our operations depend upon a wide range of intellectual property to support our business and we have obtained licenses for certain technologies which are used in our manufacturing complex. Our operations in the UAE are primarily based on technology process licences from our shareholders and other third parties. Any termination of a material technology licence, and in particular any of the Technology Licence Agreements, or dispute related to its use could require us to cease using the relevant technology and therefore possibly adversely affect our ability to produce the relevant products. See “-We are subject to risks in connection with our dependency on our shareholders”.

Furthermore, we may fail to protect our intellectual property and other proprietary information such as processes, product know-how, technology, trade secrets or proprietary know-how or fail to make adequate legal remedies for related actions. We may inadvertently infringe on the intellectual property rights of third parties and could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology. We may not have validly acquired intellectual property rights from our present or former employees and cooperation partners such as customers and research organisations in the past and potentially may not always validly acquire them in the future.

Any of the foregoing could have a material and adverse effect on our business, results of operations, financial condition and prospects.

We may be involved in disputes and legal proceedings.

In the ordinary course of business, we are subject to risks relating to legal and regulatory proceedings. Although we are currently involved in ordinary course legal proceedings which we believe are not material, we may be involved in material disputes, in the future, including those initiated by regulatory, competition and tax authorities as well as proceedings with competitors, suppliers, customers, employees and other parties. Our involvement in litigation and/or regulatory proceedings may result in the imposition of fines or penalties. Certain of these disputes may relate to key operational matters, such as our permits, and if determined adversely, could have a material adverse effect on our business. Furthermore, CO2-emitting companies like us are increasingly the target of climate change litigation, whether initiated by organisations or individuals (see “- Climate change concerns and impacts could reduce global demand for our products and could cause us to incur costs or invest additional capital”), with may have a material adverse effect on our business. Any such disputes or legal proceedings, whether with or without merit, could be expensive and time consuming, could divert the attention of our management and, if resolved adversely to us, could harm our reputation, result in the payment of monetary damages, injunctive relief and/or increase our costs, all of which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We may be unsuccessful in enhancing the integrity, reliability and efficiency of our internal control over financial reporting.

Our business relies on internal controls and procedures that regulate customer and management information, finance, credit exposure and other aspects of our business. In preparation for the Offering, we have implemented a number of new policies, processes, systems and controls intended to permit us to operate and provide reports and other information

consistent with a company listed on the Abu Dhabi Stock Exchange. However, there can be no assurances that these policies, processes, systems and controls will be adequate for our requirements generally or our requirements as a publicly owned company. If material weaknesses in our internal control over financial reporting occur in the future, our financial statements may contain material misstatements, we would be required to restate our financial results and investors could lose confidence in our reported financial information. In addition, if we are unable to produce accurate and timely financial statements, the market price of our shares may be adversely affected.

Risks Relating to Geographical, Political and Economic Conditions

General economic, financial and political conditions, in the UAE and especially in Abu Dhabi, where we manufacture our products, may materially adversely affect our results of operations and financial condition.

General economic, financial, and political conditions, in the UAE and especially in Abu Dhabi, where we manufacture our products, may have a material adverse effect on our business, results of operations, financial condition and prospects. The UAE’s economy may be adversely affected by tightening global economic conditions and external shocks, including financial market volatility, trade disruptions and protectionist trade policies or threats thereof. In particular, a global shift in policies, including towards protectionism, with lower global growth due to reduced trade, migration and cross-border investment flows, could slow non-oil growth in the UAE and Abu Dhabi. Examples of conditions which could adversely affect our business could include:

• a general or prolonged decline in, or shocks to, regional or broader macro-economies; • regulatory changes that could impact the markets in which we operate (see “-Abu Dhabi

and the UAE may introduce new laws and regulations”); and • deflationary economic pressures, which could hinder our ability to operate profitably in

view of the challenges inherent in making corresponding deflationary adjustments to our cost structure.

The nature of these types of risks make them unpredictable and difficult to plan for or otherwise mitigate, compounding their potential impact our business, results of operations, financial condition and prospects. Abu Dhabi’s economy is significantly affected by volatility in international crude oil prices and its economy has in the past been, and may in the future to continue to be, materially adversely affected by lengthy periods of low crude oil prices. Abu Dhabi’s economy is significantly impacted by international crude oil prices and is highly dependent upon its hydrocarbon-related revenue. The hydrocarbon sector accounted for 50.3% of Abu Dhabi’s nominal GDP in 2021 compared to 51.3% in 2020 and 49.3% in 2019, with the growth generally reflecting increasing crude oil prices (source: Statistics Centre Abu Dhabi 2021). Crude oil prices have historically fluctuated in response to a variety of factors beyond our control, including (without limitation):

• economic and political developments both in oil-producing regions, particularly in the

Middle East, and globally (see “—General economic, financial and political conditions, especially in Abu Dhabi and elsewhere in the UAE, where we conduct substantially all of our operations, may materially adversely affect our results of operations and financial condition”);

• global and regional supply and demand, and expectations regarding future supply and demand, for oil and gas products;

• the ability of the members of OPEC and OPEC+ to agree upon and maintain specified global production levels and prices (See “—Risks Relating to Our Business— Oil and gas price fluctuations may negatively impact our financial results”); and

• the impact of international environmental regulations designed to reduce carbon emissions, and global weather and environmental conditions (See “—Risks Relating to Our Business —We are subject to numerous environmental, health, and safety laws, regulations and permitting requirements, as well as potential environmental liabilities,

which may require us to make substantial expenditures or impact our ability to export our product”).

Many economic sectors within Abu Dhabi and the wider UAE, including Dubai, remain in part dependent, directly or indirectly, on crude oil prices, so extended periods of low crude oil prices may have a negative impact across the economic landscape of Abu Dhabi and other Emirates. For example, the Abu Dhabi, Dubai or other Emirati governments may decide to reduce government expenditures in light of the budgetary pressures caused by lower crude oil prices, which may, in turn reduce fiscal spending on infrastructure and other projects that create revenue streams for both public and private entities. Local financial institutions may experience lower liquidity (if significant government and government-owned company deposits are withdrawn to fund deficits) or higher loan losses or impairments. Furthermore, businesses that are dependent on household consumption, including consumer products, education, healthcare and housing, may be adversely affected by lower levels of economic activity created by extended periods of low crude oil prices. As lockdown measures and restrictions on international and domestic travel and transport are eased globally, oil- producing countries may further increase output to meet recovering demand, which may result in further volatility of crude oil prices, both in the UAE and globally. Any of the factors described above, including further developments with respect to the COVID-19 pandemic (and the possibility of additional waves or resurgences thereof) and OPEC or OPEC+ agreements, could have a material adverse effect on the economic, political and fiscal position of Abu Dhabi (and the UAE generally, including Dubai), and may consequently have a material adverse effect on the trading prices of the Shares and our business, results of operations, financial condition and prospects.

Continued instability and unrest in the MENA region, or the escalation of armed conflict, may materially adversely affect the UAE economy.

Although Abu Dhabi and the UAE enjoy domestic political stability and generally healthy international relations, since early 2011 there has been political unrest in a number of countries in the MENA region, including Bahrain, Egypt, Iran, Iraq, Libya, Syria, Tunisia and Yemen. The unrest has ranged from public demonstrations to, in extreme cases, armed conflict and civil war, and has given rise to a number of regime changes and increased political uncertainty across the region. It is not possible to predict the occurrence of events or circumstances such as war or other hostilities, or the impact that such events or occurrences might have on the jurisdictions in which we operate. The MENA region currently is subject to a number of armed conflicts including those in Yemen, Syria (in which multiple state and non-state actors are involved, such as the U.S., Russia, Turkey and Iran), Iraq and Palestine, as well as conflicts with militants associated with the Islamic State.

More recently, heightened tensions between the United States and Iran have resulted in increased provocations by Iran and acts of violence against the United States, friendly states and its and their interests in the MENA region. In particular, on 14 September 2019, the Abqaiq processing facility and the Khurais oil field in Saudi Arabia were significantly damaged in attacks by unmanned aerial vehicles and missiles, which caused an immediate significant reduction in the oil output of Saudi Aramco, Saudi Arabia’s national oil company. In January 2020, the United States carried out a military strike that killed a senior Iranian military commander. As a result of this military strike, Iran launched missiles at a United States base in Iraq. There have since been repeated attacks by militia groups on Iraqi military bases housing foreign soldiers and retaliatory strikes by the United States. On 11 April 2021, a major power failure occurred at the Natanz complex south of Tehran, Iran, as a result of an explosion which has been reported to be caused by an attack on the Natanz complex.

In 2015, the UAE participated in an intervention by an Arab coalition to restore Yemen’s internationally recognised government to power. Although the UAE withdrew most of its forces from Yemen in 2019, tensions with Iran and the Yemeni Houthi militia have escalated in recent months. In August 2021, armed personnel backed by Iran were suspected of seizing an oil tanker off the coast of the UAE. Iran denied involvement. In January 2022, a UAE-flagged cargo vessel was seized by the Houthi militia in the Red Sea. This was then followed by missile

and drone attacks on Abu Dhabi, including one on an ADNOC fuel depot in Mussafah, which claimed the lives of three people and resulted in the outbreak of a fire. Although the UAE continues to exercise de-escalation diplomacy and self-restraint, any continuation of, or increase in, international or regional tensions or any military action may have a destabilising impact on the MENA region. There can be no assurance that tensions will not continue to escalate in the region, or that further attacks will not happen, which could have a direct impact on our operations. Any further incidents, including cyber-terrorism, in or affecting the UAE and increased regional geopolitical instability (whether or not directly involving the UAE), or any heightened levels of military conflict in the region or globally, including the conflict in Ukraine, may have a material adverse effect on the UAE's (and, consequently, Abu Dhabi's) attractiveness for foreign investment and capital, its ability to engage in international trade, its tourism industry and, consequently, its economic, external and fiscal positions. Furthermore, there can be no assurance what impact future incidents will have on global oil prices.

Our business may be affected by the financial, political and general economic conditions prevailing from time to time in the UAE and the MENA region. The occurrence of any of these events or circumstances may result in a general loss of business confidence, which could potentially lead to an economic recession and reduced demand for hydrocarbon products, including crude oil, and have a material adverse effect on our business, results of operations, financial condition and prospects. Prospective purchasers of the Shares should also note that our business and financial performance could be adversely affected by political, economic or related developments both within and outside the MENA region because of inter-relationships within the global financial markets. Although the UAE have enjoyed significant economic growth and stability, there can be no assurance that such growth or stability will continue.

Governments in the MENA region have exercised and continue to exercise significant influence over their respective economies, and legal and regulatory systems in the MENA region, which may create an uncertain environment for investment and business activities.

The governments in the MENA region, including the UAE, have frequently intervened in the economic policy of their respective countries. This intervention has included, but not been limited to, regulation of market conditions, including foreign investment, foreign trade, financial services and oil & gas services. Any unexpected changes in the political, social, economic or other conditions in the MENA region or neighbouring countries could have a material adverse effect on our business, results of operations, financial condition and prospects. These changes include:

• an increase in inflation and government measures to curb such inflation, including

through policies such as price controls; • governments’ actions or interventions, including tariffs, protectionism, foreign exchange

and currency controls and subsidies; • regulatory and legal structure changes, including foreign ownership restrictions,

cancellation of contractual rights, expropriation of assets and potential lack of certainty as to title to real estate property in certain jurisdictions where we operate;

• changes to the availability of, requirements for, and cost to secure, employment and residence visas for expatriate staff and their dependents;

• income and other taxation; • policies of nationalization of assets and requirements to employ local national

employees; • difficulties and delays in obtaining new permits and consents for new operations or

renewing existing permits; and • an inability to repatriate profits and/or dividends.

Unexpected changes in these policies or regulations could lead to increased operating or compliance expenses and could have the effect of decreasing our competitiveness. Any such changes could have a material adverse effect on our business, results of operations, financial condition and prospects.

Abu Dhabi and the UAE may introduce new laws and regulations.

Emerging market economies generally and the UAE in particular are characterised by less comprehensive legal and regulatory environments than are found in more developed regions. However, as these economies mature, and in part due to the desire of certain countries in the MENA region, including in particular the UAE, to accede to the World Trade Organisation, the governments of these countries have begun, and we expect will continue, to implement new laws and regulations which could impact the way we conduct our business and have a material adverse effect on our business, results of operations, financial condition and prospects.

On 31 January 2022, the UAE Ministry of Finance announced that the UAE will introduce a federal corporate income tax effective for financial years starting on or after 1 June 2023. The UAE corporate tax law could significantly increase our expenses depending on the nature of such tax (9% corporate tax is due on taxable profits above AED 375,000 and a different rate applies to taxable profits of large multinationals). See “Taxation—UAE Taxation”. There can be no assurance that the introduction of the federal corporate income tax or any other changes to current laws, including an increase to the rate of VAT, would not increase our costs or otherwise materially adversely affect our business, results of operations, financial condition and prospects.

The UAE’s Emiratisation initiative may increase our costs and may reduce our ability to rationalise our workforce.

Emiratisation is an initiative by the UAE government to employ its citizens in a meaningful and efficient manner in the public and private sectors and to reduce its reliance on foreign workers. Under the initiative, companies are encouraged to employ Emiratis in management, administrative and technical positions. However, the cost of employing UAE nationals typically is significantly higher than the cost of employing foreign workers. In addition, meeting and maintaining our Emiratisation targets reduces our flexibility to rationalise our workforce, which limits our ability to reduce costs in many areas of our operations and may be made further difficult as a result of the COVID-19 pandemic (particularly if additional waves or resurgences thereof occur). As a result, there can be no assurance that meeting and maintaining our Emiratisation targets will not have a material adverse effect on our business, results of operations, financial condition and prospects.

A downgrade in the credit rating of Abu Dhabi could adversely affect us.

As at the date of this Prospectus, ADNOC holds 60% of our issued share capital, and immediately following the Listing, ADNOC will continue to hold at least 50% plus one share of our share capital. ADNOC is owned by the government of Abu Dhabi. Abu Dhabi has a long-term foreign currency debt rating of “AA” with a stable outlook from Standard & Poor’s Financial Services (“S&P”), a long-term foreign currency issuer default rating of “AA” with a stable outlook from Fitch Ratings (“Fitch”), and a long-term credit rating of “Aa2” from Moody’s Investor Service (“Moody’s”). Any downgrade or withdrawal at any time of a credit rating assigned to Abu Dhabi by any rating agency could have a material adverse effect on their cost of borrowing and could limit their access to debt capital markets, which could in turn adversely affect companies owned by the Abu Dhabi government, including ADNOC and us, or companies which have significant operations in the UAE. There can be no assurance that the credit ratings of Abu Dhabi will remain for any given period of time or that any such credit rating will not be downgraded or withdrawn entirely by any of the rating agencies in the future. Any such downgrade or withdrawal could have a material adverse effect on borrowing costs and access to debt capital markets for us, which could negatively impact our ability to grow and execute our strategy, and result in a material adverse effect on our business, results of operations, financial condition and prospects.

In certain jurisdictions in which we operate, the developing legal system and the introduction of new laws and regulations can create an uncertain or changed environment for investment and business activity.

Some of the jurisdictions in which we operate are still developing the legal framework required to support a market economy. The UAE in particular and emerging market economies generally

are characterized by less comprehensive legal and regulatory environments than are found in more developed regions. The following risk factors relating to these legal systems create uncertainty with respect to the legal and business decisions that we make and such uncertainties may not exist in countries with more developed market economies:

• inconsistencies between and among the constitution, federal law, presidential,

governmental and ministerial decrees, and conflicts between federal, regional and local legislation;

• lack of fully developed corporate and securities laws; • lack of judicial and administrative guidance on interpreting legislation; • gaps in the regulatory structure due to delay or absence of implementing legislation; • the relative inexperience of judges and courts in interpreting legislation; • lack of an independent judiciary; • difficulty in enforcing court orders; • a high degree of discretion on the part of governmental authorities, which could result in

arbitrary actions such as suspension or termination of our licenses; and • under-developed bankruptcy or insolvency procedures that are subject to abuse.

The rapid evolution of these legal systems in ways that may not always coincide with market developments can result in ambiguities, inconsistencies and anomalies in the law and judicial practice. These weaknesses affect our ability to protect our rights under our licenses and contracts, or to defend ourselves against claims by others, including challenges by regulatory and governmental authorities in relation to our compliance with applicable laws and regulations and could have a material adverse effect on our business, results of operations, financial condition and prospects.

Further, as these economies mature, and in part due to the desire of certain countries in the MENA region, including in particular the UAE, to accede to the World Trade Organization, the governments of these countries have begun, and we expect will continue, to implement new laws and regulations that could impact the way we conduct our business and have a material adverse effect on our business, results of operations, financial condition and prospects. Changes in investment policies or in the prevailing political climate could result in the introduction of changes to government regulations with respect to:

• price controls; • export and import controls; • income and other taxes; • foreign ownership restrictions; • foreign exchange and currency controls; and • labour and welfare benefit policies.

There can be no assurance that the introduction of any changes to current laws would not increase our costs or otherwise materially adversely affect our business, results of operations, financial condition and prospects.

Changes in government policies may adversely affect demand and prices for our products.

Government policies that influence the production of polyolefins and related products may include export duties on polyolefins, policies affecting prices and availability of crude oil, natural gas (and their derivatives) or other raw materials used in polyolefin production (which may affect production costs and profitability of polyolefins producers), and other policies such as environmental policies related to the consumption of plastic products. For example, the Dubai Executive Council announced the introduction of a 25 fils tariff for single-use plastics starting from 1 July 2022 with a view to ban all use of single-use plastics within a two-year period, which would be applied in retail outlets, clothing stores, restaurants and pharmacies, as well as on delivery orders and e-commerce orders. Although such tariff, in isolation, would not have a material impact on our business, if similar tariffs were applied across our main markets, such trend could have a material adverse effect on our sales and ability to achieve our strategy. There can be no assurance that the introduction of any changes to government policies would not increase our costs or otherwise materially adversely affect our business, results of operations, financial condition and prospects.

We face risks associated to the changes in the global economic environment.

The economic and political environment as well as other factors, such as the COVID-19 pandemic, unemployment, inflation, inclination to invest, economic growth, conflicts, military action, terrorist attacks and general instability throughout the world, in the countries where we are active or have operations as well as the development of the world economy have a fundamental influence on the demand for the services and products developed and offered.

New strains of the COVID-19 virus have been discovered in late 2020 and early 2021, which are characterised by higher transmission rates. In response to the highly contagious and sometimes fatal COVID-19 virus, the United States, certain EU countries and countries in the Middle East, including the UAE, began imposing quarantine and travel restrictions, as well as other restrictions, which aim to reduce in-person interactions, some of which remain in place as at the date of this Prospectus. These measures, while aimed to slow the spread of the COVID-19 virus, have significantly reduced economic activity in many countries around the world.

A slowdown of, or persistent weakness in, economic activity caused by a deterioration of global market and economic conditions could adversely affect our business in the following ways, among others: conditions in the credit markets could affect the ability of our customers and their customers to obtain sufficient credit to support their operations; the failure of our customers to fulfil their purchase obligations could result in increases in bad debts and impact our working capital; and the failure of certain key suppliers could increase our exposure to disruptions in supply or to financial losses. We also may experience declining demand and falling prices for some of our products due to our customers’ reluctance to replenish inventories. The overall impact of a global economic downturn on us is difficult to predict, and our business, results of operations, financial condition and prospects could be materially adversely impacted. In addition, declines in consumer confidence and/or consumer spending, changes in unemployment, significant inflationary or deflationary changes or disruptive regulatory or geopolitical events could contribute to increased volatility and diminished expectations for the economy and our markets, including the market for our products and services, and lead to demand or cost pressures that could negatively and adversely impact our business, results of operations, financial condition and prospects.

Although the world economy has improved in recent time, the overall global economic outlook remains uncertain and we cannot reliably predict it. Any downturn in regional or worldwide economies, market crisis or prolonged periods of instability could have a material and adverse effect on our business, results of operations, financial condition and cash flows. In particular, a worsening economic climate can result in decreased industrial output and decreased consumer demand for products including automotive products, consumer goods, packaging, industrial goods, textiles and agricultural goods, all of which incorporate our products globally or in some regions where we conducts our business. Accordingly, adverse conditions in the global economy could adversely affect our business, results of operations, financial condition and prospects.

Risks Relating to the Offering and to the Shares

Following completion of the Offering, ADNOC and BMEH will be able to exercise joint control over us, our management and our operations.

As at the date of this Prospectus, ADNOC holds 60% of our issued share capital and Borealis holds 40% of our issued share capital, and, immediately following the Offering, ADNOC will continue to hold at least 54% and BMEH will hold at least 36% of our share capital. See “Presentation of Financial Information – General”, “Business – Pre-IPO Reorganisation” and “Selling Shareholders”. As a result, ADNOC and Borealis (through BMEH) will be able to exercise joint control over our management and operations, such as in relation to the payment of dividends and the election of the members of our Board of Directors and other matters. There can be no assurance that the interests of ADNOC and Borealis will coincide with the interests of each other or of purchasers of the Shares.

Furthermore, ADNOC’s and BMEH’s significant ownership of the Shares may: (i) delay or deter

a change of control of the Company (including deterring a third party from making a takeover offer for the Company); (ii) deprive shareholders of an opportunity to receive a premium for their Shares as part of a sale of the Company; and (iii) affect the liquidity of the Shares, any of which could have a material adverse effect on the market price of the Shares. In addition, there may be circumstances where our businesses compete directly or indirectly with ADNOC’s or Borealis’ businesses, and ADNOC or Borealis may take decisions with respect to those businesses that are adverse to the interests of our other shareholders.

Substantial sales of Shares by ADNOC or BMEH in the future could depress the price of the Shares.

Sales of a substantial number of Shares by ADNOC or BMEH following the completion of the Offering may significantly reduce our share price. ADNOC and Borealis (with respect to BMEH) have agreed in the Underwriting Agreement to certain restrictions on its ability to sell, transfer and otherwise deal in its Shares for a period of twelve months from Listing, except in certain limited circumstances, unless otherwise consented to by the Joint Global Coordinators (such consent not to be unreasonably withheld or delayed). See “Subscription and Sale—Lock-up Arrangements”. Nevertheless, we are unable to predict whether substantial amounts of Shares (in addition to those which will be available in the Offering) will be sold in the open market following the completion of the Offering. Any sales of substantial amounts of Shares in the public market, or the perception that such sales might occur, could materially and adversely affect the market price of the Shares.

Future issuances of Shares may dilute the holdings of shareholders and may depress the price of the Shares.

We are subject to a twelve-month lock-up period following Listing pursuant to the terms of the Underwriting Agreement. It is possible that we may decide to offer additional Shares or securities convertible into Shares in the future, including in the form of stock-based compensation. Future sales could dilute the holdings of shareholders, adversely affect the prevailing market price of the Shares and impair our ability to raise capital through future sales of equity securities.

Trading price of the Shares may be subject to volatility.

The trading price of the Shares may be volatile and fluctuate significantly due to a variety of factors, many of which are outside our control, which could result in significant losses to prospective investors. These include:

• changes affecting market valuations of companies in the chemical industry, including

changes in the price of polyolefins, or the willingness of investors to invest in chemical companies;

• variations in the Company’s results of operations; • announcements regarding the Company’s earnings that are not consistent with market

expectations; • terrorist incidents in or affecting Abu Dhabi or the UAE and increased regional

geopolitical instability (whether or not directly involving Abu Dhabi or the UAE), or any heightened levels of military conflict in the region or elsewhere;

• publication of industry data by third parties, including government statistical agencies, that differ from expectations of industry or financial analysts;

• downgrades or changes in research coverage by securities research analysts; • changes in eligibility for the Shares to be included in certain financial indices; • press reports, whether or not factual, about the Company; • changes in the regulatory environment; • additions to or departures of key personnel; • changes to the policy of pegging the exchange rate between the AED and the USD; • release or expiry of lock up or other transfer restrictions on the Shares; and • sales or perceived potential sales of additional Shares by the Selling Shareholders.

Any of the foregoing factors may result in large and sudden changes in the trading volume and market price of the Shares, which in turn could lead to potential losses for investors.

The Offering may not result in an active or liquid market for the Shares, and trading prices of the Shares may be volatile and may decline. In addition, the ADX is significantly smaller in size than other established securities markets, which may also affect liquidity in the Shares. Prior to the Offering, there has been no public trading market for the Shares. We cannot guarantee that an active trading market will develop or be sustained following the completion of the Offering, or that the market price of the Shares will not decline thereafter below the offer price. The trading price of the Shares may be subject to wide fluctuations in response to many factors, as well as stock market fluctuations and general economic conditions or changes in political sentiment that may adversely affect the market price of the Shares, regardless of our actual performance or conditions in the UAE. The Company has applied for the Shares to be listed on the ADX. The ADX was established in 2000, but its future success and liquidity in the market for the Shares cannot be guaranteed. The ADX is substantially smaller in size and trading volume than other established securities markets, such as those in the U.S. and the UK. As of 31 March 2022, there were 87 companies with securities traded on the ADX with a total market capitalization of approximately AED 1,828 billion. The ADX had a total regular trading volume of 51.9 billion shares in 2021. Brokerage commissions and other transaction costs on the ADX are generally higher than those in Western European countries. These factors could generally decrease the liquidity and increase the volatility of share prices on the ADX, which in turn could increase the price volatility of the Shares and impair the ability of a holder of Shares to sell any Shares on the ADX in the desired amount and at the price and time achievable in more liquid markets.

Because we are a holding company and substantially all of our operations are conducted through our subsidiaries, our ability to pay dividends on the Shares depends on our ability to obtain cash dividends or other cash payments or obtain loans from such entities.

We currently conduct all of our operations through our subsidiaries, and such entities generate substantially all of our operating income and cash flow. Because we have no direct operations or significant assets other than the capital stock of these entities, we rely on those subsidiaries for cash dividends, investment income, financing proceeds and other cash flows to pay dividends, if any, on the Shares and, in the long term, to pay other obligations at the holding company level that may arise from time to time.

The ability of such entities to make payments to us depends largely on their financial condition and ability to generate profits. In addition, because our subsidiaries are separate and distinct legal entities, they will have no obligation to pay any dividends or to lend or advance us funds and may be restricted from doing so by contract, including other financing arrangements, charter provisions, other shareholders or applicable laws and regulations of the various countries in which they operate. Similarly, because of our holding company structure, claims of the creditors of our subsidiaries, including trade creditors, banks and other lenders, effectively have priority over any claims that we may have with respect to the assets of these entities. Further, we cannot be certain that, in the long term, its subsidiaries will generate sufficient profits and cash flows, or otherwise prove willing or able, to pay dividends or lend or advance to us sufficient funds to enable it to meet our obligations and pay interest, expenses and dividends, if any, on the Shares.

Some of the countries in which we operate have historically implemented currency control restrictions and, in particular, rules surrounding the repatriation of dividends to foreign investors. There can be no guarantee that existing legislation will have no adverse impact on our revenue to the extent that we are prevented from receiving dividends from our subsidiaries or that our subsidiaries will not incur problems with external financing or supply contracts with foreign companies as a result of applicable legislation.

The inability of one or more of these entities to pay dividends or lend or advance us funds and currency control restrictions and restrictions on the repatriation of dividends imposed on us or our subsidiaries may adversely affect not only our ability as a holding company to pay dividends,

but also our business, results of operations, financial condition and prospects.

We may not pay any cash dividends on the Shares. Consequently, you may not receive any return on investment unless you sell your Shares for a price greater than that which you paid for them.

While we intend to pay dividends in respect of the Shares, there can be no assurance that we will do so. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, applicable laws and regulations, our results of operations, financial condition, cash requirements, contractual restrictions, our future projects and plans and other factors that our Board of Directors may deem relevant. As a result, you may not receive any return on an investment in the Shares unless you sell your Shares for a price greater than that which you paid for them. See “Dividend Policy”.

UAE Taxation

The following summary is general in character and is based on the current applicable tax regime in the UAE and the current practice of the UAE authorities as at the date of this Prospectus. This summary does not purport to be a comprehensive analysis of all the tax consequences applicable to all types of shareholders and does not relate to any taxation regime outside the UAE. It is the responsibility of each investor to inform themselves as to any tax consequences which are relevant to their particular circumstances in connection with the acquisition, holding or disposition of Shares in the Company. Shareholders should therefore seek their own separate tax advice in relation to their shareholding.

Taxation of the Company and Individuals

The UAE does not have a federal corporate income tax regime. Instead, corporate income tax is determined on a territorial basis under the respective Emiri tax decrees issued by the government of each individual Emirate. Several of the Emirates have enacted tax decrees. Under the decrees, corporate income tax is payable under a progressive rate system, with rates up to 55 per cent.

Notwithstanding the above, corporate income tax is currently only enforced on companies engaged in petroleum related activities under a concession agreement issued by the relevant Emirate in the UAE. Further, branches of foreign banks are subject to corporate income tax under a separate decree at a flat rate of 20 per cent.

In accordance with the above practice, the Company is currently not subject to corporate income tax and is not required to file corporate income tax returns in the UAE. However, it should be noted that there is no guarantee that tax will not be enforced on other corporate entities at some time in the future since there is no specific legislation that grants an exemption from income tax to entities which are not oil companies and branches of foreign banks. Such exemption is currently only availed by corporate entities that are registered and perform their activities in a Free Trade Zone.

There is no federal or Emirate-level personal income tax in the UAE. As such, there are no individual tax registration or reporting obligations for individuals in the UAE.

Introduction of Federal Corporate Tax in 2023

Notwithstanding the above, the UAE Ministry of Finance has announced that a Federal corporate tax will be implemented for financial periods starting on or after 1 June 2023. The corporate tax legislation has not been finalised or published.

Based on the public announcement, corporate tax will be imposed on business and commercial activities at the rate of 0% for taxable income up to AED 375,000 and 9% for taxable income above AED 375,000. A different tax rate will apply for certain large multinational companies with global consolidated revenues in excess of EUR 750 million (approximately AED 3.15 billion). Any tax holidays and exemptions available in free zones will be preserved provided that the entities established in the free zone comply with regulatory requirements and do not do business with the UAE mainland.

Taxation of dividends and capital gains on sale

In view of the tax practice within the UAE outlined above, dividends received from Shares, and capital gains on the sale of Shares, should not be subject to income tax in the UAE, provided that the shareholder is not engaged in banking or petroleum related activities. Individuals or corporations that are non-UAE tax residents, or dual tax residents, may be subject to taxation in jurisdictions outside the UAE with respect to the ownership of, or income derived in connection with, the Offer Shares based on local tax regulations.

Shareholders should consult their own tax advisers as to the taxation of dividend income and gains on the future sale of the Shares under the relevant applicable local laws in those jurisdictions.

The UAE does not currently levy withholding taxes. As such, as at the date of this Prospectus, dividend payments made by the Company are not subject to withholding tax in the UAE. UAE VAT

Value Added Tax (“VAT”) has been in effect in the UAE since January 2018. VAT is a tax on domestic consumption which is applied on the sale of goods and services in the UAE and on imports into the UAE at a rate of 5 per cent., unless the goods and services falls within a category that is specifically exempt or is subject to the zero rate of VAT.

Under the regulations, no VAT should be payable in respect to the acquisition or sale of Shares in the Company. However, investors should seek advice in relation to the impact of VAT in relation to their acquisition of Offer Shares.

Lock-up Arrangements

Pursuant to the terms of the Underwriting Agreement, the Company has contractually agreed, for a period of twelve months after the Closing Date, not to (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell or grant any option, right, warrant, or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, any Shares or other shares of the Company, or securities convertible or exchangeable into or exercisable for any Shares or warrants or other rights to purchase Shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the Shares, (ii) enter into any swap, or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Shares, in each case, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise, or (iii) publicly announce such an intention to effect any such transaction, in each case, without the prior written consent of the Joint Global Coordinators, such consent not to be unreasonably withheld or delayed.

Pursuant to the terms of the Underwriting Agreement, each Selling Shareholder has contractually agreed, for a period of twelve months after the Closing Date, not to (i) directly or indirectly, offer, pledge, sell, contract to sell, sell or grant any option, right, warrant, or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, any Shares or other shares of the Company, or securities convertible or exchangeable into or exercisable for any Shares or warrants or other rights to purchase Shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the Shares, (ii) enter into any swap, or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Shares, in each case, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise, or (iii) publicly announce such an intention to effect any such transaction, in each case, without the

prior written consent of the Joint Global Coordinators, such consent not to be unreasonably withheld or delayed. The foregoing restriction will not apply to:

(i) the sale of the Shares to be sold pursuant to the Global Offering;

(ii) any inter company transfers of Shares by the Selling Shareholders in favor of its respective affiliates (“Transferees”);

(iii) accepting a general offer made to all holders of Shares then in issue (other than Shares held by the person making the offer or its affiliates) on terms which treat all holders of Shares alike, or executing and delivering an irrevocable commitment or undertaking to accept such a general offer (without any further agreement to transfer or dispose of any Shares or any interest therein);

(iv) selling or otherwise disposing of Shares to the extent that the proceeds of such sale or disposition are used to take up any rights granted in respect of a pre-emptive share offering by the Company;

(v) selling or otherwise disposing of Shares pursuant to any offer by the Company to purchase its own Shares which is made on identical terms to all holders of Shares;

(vi) any disposal by and/or allotment and issue of shares to the Selling Shareholders pursuant to any capital reorganization in respect of any Shares beneficially owned, held or controlled by the Selling Shareholders, provided that any shares issued to or otherwise acquired by the Selling Shareholders pursuant to such capital reorganization shall be subject to the lock up restrictions;

(vii) transferring or otherwise disposing of Shares pursuant to a compromise or arrangement between the Company and its creditors or any class of them or between the Company and its members of any class of them which is agreed to by the creditor or members and (where required) sanctioned by any applicable authority; or

(viii) transferring or otherwise disposing of Shares where such transfer or disposal is required by law or by any competent authority or by order of a court of competent jurisdiction

The Underwriting Agreement provides that the carve out set in paragraph (ii) above is subject to the following conditions: (a) that any of such Transferees shall agree to be bound by the lock up obligations of the Selling Shareholders; and (b) that any of such inter company transfers of Shares shall be performed on terms and conditions that do not conflict with the Global Offering.

Third Section: Financial Disclosures

Summary of the Financial Statements, Unaudited Pro forma Financial Information and a Summary of Key Notes and Key Financial Indicators of ADP and PTE

The following discussion and analysis should be read in conjunction with: (i) the audited annual financial statements of ADP as of and for the years ended 31 December 2021, 2020 and 2019; (ii) the unaudited interim condensed financial statements of ADP as of and for the three months ended 31 March 2022 (inclusive of the comparative financial information as of and for the three months ended 31 March 2021); (iii) the audited annual consolidated financial statements of PTE as of and for the year ended 31 December 2021 (inclusive of the comparative financial information as of and for the year ended 31 December 2020); (iv) the unaudited interim condensed consolidated financial statements of PTE as of and for the three months ended 31 March 2022 (inclusive of the comparative financial information for the three months ended 31 March 2021); and (v) the unaudited pro forma combined statement of profit or loss for the year ended 31 December 2021 and for the three months ended 31 March 2022 and 2021, and the unaudited pro forma combined statement of financial position as of 31 March 2022, each of which is included in this prospectus. The Unaudited Pro Forma Financial Information, included in 2 below, has been prepared to illustrate the impact of the Reorganisation and the Borouge 4 Carve-out (i) on the combined statement of financial position for the Company as if the Reorganisation and the Borouge 4 Carve-out had taken place on 31 March 2022, and (ii) its combined statement of profit or loss financial performance as if the Reorganisation and the Borouge 4 Carve-out had taken place on 1 January 2021. Investors should also read certain risks associated with the purchase of Offer Shares in the section of this Prospectus entitled “Investment Risks”.

1. Selected Financial Information and Operating Data

The financial information set forth below has been derived from, and should be read in conjunction with, the Financial Statements and the Unaudited Pro Forma Financial Information included elsewhere in this Prospectus.

Statement of profit or loss and other comprehensive income data of ADP

For the three months

ended 31 March For the year ended 31 December

2022 2021 2021 2020 2019

USD ‘000

Revenue .................................................... 1,371,765 1,367,578 5,476,742 4,092,955 4,164,894

Cost of sales ............................................. (727,651) (696,646) (2,778,532) (2,553,297) (2,628,186)

Gross profit................................................ 644,114 670,932 2,698,210 1,539,658 1,536,708

Other income ............................................. 8,735 4,570 25,630 129,361 11,084

General and administrative expenses ........ (26,587) (29,652) (100,847) (108,876) (89,316)

Pension cost recharge ............................... - - (135,884) - -

Selling and distribution expenses .............. (141,362) (75,337) (356,902) (265,840) (244,597)

Impairment loss on property, plant and equipment ..............................................

(2,262)

- (2,173) (55,734) -

Operating profit ......................................... 482,638 570,513 2,128,034 1,238,569 1,213,879

Interest income .......................................... 147 36 251 907 4,591

Foreign exchange gain/(loss) .................... 317 (977) (153) (3,162) (1,050)

Finance costs ............................................ (13,430) (192) (5,236) (1,102) (35)

Net finance (loss)/income .......................... (12,966) (1,133) (5,138) (3,357) 3,506

Profit before tax ......................................... 469,672 569,380 2,122,896 1,235,212 1,217,385

Income tax expense .................................. (133,244) (170,425) (664,174) (272,429) (174,686)

Profit for the period/year ............................ 336,428 398,955 1,458,722 962,783 1,042,699

Other comprehensive income for the period/year:

Items that will not be reclassified to profit or loss in subsequent periods

Re-measurement of defined benefit

obligation - -

2,096 (10,390) -

Revaluation of property, plant and equipment and intangibles

- - (3,519) -

Other comprehensive income (loss) for the period/year .............................................

- 2,096 (13,909) -

Total comprehensive income for the period/year .............................................

336,428

398,955 1,460,818 948,874 1,042,699

Basic earnings per share ........................... 0.93 1.11 4.05 2.67 -

Diluted earnings per share......................... 0.93 1.11 4.05 2.67 -

Statement of financial position data of ADP

As at 31 March As at 31 December

2022 2021 2020 2019

(USD ‘000) ASSETS Non-current assets Property, plant and equipment ............... 7,289,751 7,513,569 7,803,388 7,974,179 Intangible assets ................................... 66,195 70,447 46,182 65,242 Right-of-use assets ............................... 5,643 133,125 - - Loan to a related party ........................... - - - 22,000

Deferred tax assets ............................... - - 31,435 56,308

7,361,589 7,717,141 7,881,005 8,117,729

Current assets Inventories ............................................ 704,359 707,561 617,007 655,631 Amounts due from related parties .......... 858,389 745,651 722,054 436,404 Prepayments and other receivables ....... 56,142 50,971 62,924 58,112

Cash and cash equivalents .................... 701,805 559,843 457,471 521,381

2,320,695 2,064,026 1,859,456 1,671,528

Assets held for sale ............................... 785,749 - - -

3,106,444 2,064,026 1,859,456 1,671,528

Total assets ........................................... 10,468,033 9,781,167 9,740,461 9,789,257

EQUITY AND LIABILITIES Equity Share capital ......................................... 360,000 360,000 360,000 360,000 Legal reserve ........................................ 180,000 180,000 180,000 180,000 Other reserve ........................................ (8,294) (8,294) (10,390) -

Retained earnings ................................. 4,219,021 4,312,593 8,233,871 8,614,607

Total equity............................................ 4,750,727 4,844,299 8,763,481 9,154,607

Non-current liabilities Provision for employees’ end of service

benefits ..............................................

98,277 95,043 91,304 78,266 Lease liabilities ...................................... 137,121 138,300 - - Deferred tax liability ............................... 6,582 5,510 - - Amounts due to related parties .............. 80,104 80,104 - -

Bank loan .............................................. 3,980,999 3,980,000 - -

4,303,083 4,298,957 91,304 78,266

Current liabilities Trade and other payables ...................... 564,591 449,453 497,794 499,222 Amounts due to related parties .............. 185,041 177,519 6,623 44,105 Advance received from a related party ... 606,154 - - - Lease liabilities ...................................... 137 137 - - Income tax payable ............................... 7,084 10,802 61,259 13,057

Bank loan .............................................. - - 320,000 -

1,363,007 637,911 885,676 556,384

Liabilities directly associated with the assets held for sale ............................

51,216 - - -

1,414,223 - 885,676 556,384

Total liabilities........................................ 5,717,306 4,936,868 976,980 634,650

Total Equity and Liabilities ..................... 10,468,033 9,781,167 9,740,461 9,789,257

Statement of cash flows data of ADP

For the three months ended 31 March For the year ended 31 December

2022 2021 2021 2020 2019

(USD’000) Profit for the period/year .............. 336,428 398,955 1,458,722 962,783 1,042,699

Net cash from operating activities 93,207 551,571 2,074,748 1,317,492 2,202,285

Net cash from (used in) investing activities ......................................

478,755 (61,546) (252,376) (361,402)

(536,783)

Net cash used in financing activities ......................................

(430,000) (360,000) (1,720,000) (1,020,000)

(1,800,000)

Net increase / (decrease) in cash and cash equivalents ...................

141,962 130,025 102,372 (63,910)

(134,498)

Cash and cash equivalents at end of the period/year ........................

701,805 587,496 559,843 457,471

521,381

Consolidated statement of profit or loss and other comprehensive income data of PTE

2022 2021 2021 2020

(USD ‘000)

Revenue .................................................... 1,584,293 1,538,145 6,199,824 4,715,190

Cost of sales ............................................. (1,511,228) (1,468,035) (5,915,048) (4,488,556)

Gross profit................................................ 73,065 70,110 284,776 226,634

Other income ............................................. 182 1,904 3,480 8,913

Sales and distribution expenses ................ (32,639) (32,140) (125,945) (127,931)

General and administrative expenses ........ (12,235) (11,506) (47,832) (44,611)

Pension cost recharge ............................... - - (34,445) -

Profit from operations ................................ 28,372 28,368 80,034 63,004

Finance income ......................................... 259 336 1,211 2,269

Finance costs ............................................

(618) (2,620) (1,850)

Net finance (expense)/income ................... (415) (282) (1,409) 420

Profit before taxation ................................. 27,958 28,086 78,624 63,424

Tax expense .............................................. (2,060) (3,057) (9,825) (7,125)

Profit for the period/year ............................ 25,897 25,029 68,799 56,299

Other comprehensive income:

Items that are or may be reclassified subsequently to profit or loss

Defined benefit plan remeasurements - - (321) (1,894)

Exchange differences on translation of foreign operation

148 (837) 2,390 7,014

Total comprehensive income for the period/year .............................................

26,046 24,192 70,869 61,419

Consolidated statement of financial position data of PTE

2022 2021 2020

(USD ‘000) ASSETS

Non-current assets

Property, plant and equipment ................ 40,138 41,083 44,232

Right-of-use assets ................................ 26,237 27,452 31,343

Intangible assets .................................... 508 537 430

Other receivables ................................... 1,728 1,809 2,196

Deferred tax assets ................................ 5,535 5,393 3,494

74,146 76,275 81,694 Current assets

Trade receivables ................................... 957,228 948,752 814,282

Other receivables and prepayments ....... 44,304 45,527 41,919

Inventories ............................................. 14,566 12,625 12,371

Cash and cash equivalents ..................... 137,145 110,418 186,560

2022 2021 2020

1,153,244 1,117,321 1,055,131

Total assets ............................................ 1,227,389 1,193,596 1,136,826

EQUITY AND LIABILITIES

Current liabilities

Lease liabilities ....................................... 4,679 4,551 4,988

Employee benefit obligations .................. 969 1,008 958

Trade payables....................................... 941,927 815,175 764,850

Accruals and other payables .................. 92,253 147,209 69,173

Contract liabilities ................................... 58,287 42,108 41,616

Current tax liabilities ............................... 7,769 6,388 6,908

1,105,884 1,016,439 888,491 Non-current liabilities Lease liabilities ....................................... 22,379 23,683 27,184

Employee benefit obligations .................. 9,735 10,128 9,051

Accruals and other payables .................. 20,417 20,417 -

Deferred tax liabilities ............................. - - 38

52,530 54,228 36,273

Total liabilities......................................... 1,158,414 1,070,667 924,765

Equity attributable to owners of the

Company

Share capital .......................................... 3,202 3,202 3,202

Capital reserve ....................................... 14,738 14,738 14,738

Other reserve ......................................... 6,761 6,761 5,128

Translation reserve ................................. 4,782 4,634 2,243

Retained earnings .................................. 39,492 93,595 186,750

Total equity............................................. 68,975 122,930 212,061

Total equity and liabilities ....................... 1,227,389 1,193,596 1,136,826

Consolidated statement of cash flows data of PTE

2022 2021 2021 2020

(USD ‘000) Profit before taxation ..................................... 27,958 28,086 78,624 63,424

Cash generated from operations ................... 168,719 49,992 43,018 138,006

Net cash flows from operating activities 168,167 47,817 31,947 127,883

Net cash flows used in investing activities ..... (100) (102) (1,898) (2,369)

Net cash flows used in financing activities ..... (141,496) (101,916) (105,455) (64,541)

Net (decrease)/increase in cash and cash

equivalents ................................................ 26,571 (54,200) (75,407) 60,973

Cash and cash equivalents at the end of the

period/year ................................................ 137,145 132,061 110,418 186,560

Unaudited pro forma combined statement of financial position of data

31 March 2022

(USD ‘000)

Assets

Non-current assets

Property and equipment .................................. 7,329,889

Intangible assets ............................................. 66,703

Right-of-use assets .......................................... 31,880

Investment in sublease .................................... 131,468

Deferred tax assets ......................................... 5,535

Amounts due from related parties .................... 1,519

Other receivables ............................................ 209

Total non-current assets 7,567,203

Current assets

Inventories ....................................................... 717,244

Amounts due from related parties .................... 133,446

Prepayments and other receivables ................. 67,110

Trade receivables ............................................ 826,211

Cash and cash equivalents .............................. 838,950

2,582,961

Assets classified as held for sale ..................... -

Total current assets 2,582,961

Total assets 10,150,164

Equity and liabilities

Equity

Share capital .................................................. 4,809,231

Other reserve .................................................. 11,929

Total equity 4,821,160

Equity attributable to the owners of the

Company ......................................................

4,810,638

Non-controlling interests .................................. 10,522

4,821,160

Non-current liabilities

Provision for employees' end of service benefits efit

.................................................................... 108,011

Lease liabilities ................................................ 159,500

Deferred tax liability ......................................... 6,582

Bank loan ........................................................ 3,980,999

Amounts due to related parties ........................ 80,104

Other payables ................................................ 20,417

Total non-current liabilities 4,355,613

Current liabilities

Trade and other payables ............................... 624,952

Amounts due to related parties ....................... 269,514

Lease liabilities ................................................ 4,816

Income tax payable ......................................... 14,853

Provision for employees' end of service benefit 969

Contract liabilities ............................................ 58,287

973,391

Liabilities directly associated with assets classified as held

for sale ........................................................

Total current liabilities 973,391

Total liabilities 5,329,004

Total liabilities and equity 10,150,164

Unaudited pro forma combined statement of profit or loss data

Unaudited pro forma combined total for the three months ended

31 March 2022

Unaudited pro forma combined total for the three months

ended 31 March 2021

Unaudited pro forma combined total for the year ended 31 December 2021

(USD ‘000)

Revenue ......................................................... 1,589,873 1,540,835 6,215,916

Cost of sales .................................................. (876,876) (800,348) (3,232,724)

Gross profit..................................................... 721,997 740,487 2,983,192

Other income .................................................. 4,250 5,042 27,070

General and administrative expenses ............. (39,686) (41,158) (146,481)

Pension cost recharge .................................... - - (170,329)

Selling and distribution expenses ................... (174,001) (107,477) (482,847)

Impairment loss on property, plant and equipment ...................................................

(2,262)

- (2,173)

Operating profit .............................................. 510,298 596,894 2,208,432

Finance income .............................................. 1,600 372 2,044

Foreign exchange loss ................................... (77) (1,273) (1,548)

Finance costs ................................................. (13,709) (514) (6,461)

Net finance loss .............................................. (12,186) (1,415) (5,965)

Profit before tax .............................................. 498,112 595,479 2,202,467

Income tax expense ....................................... (135,304) (173,482) (673,999)

Profit for the period / year ............................... 362,808 421,997 1,528,468

Profit attributable to:

Owner of the Company 358,858 418,179 1,517,973

Non-controlling interests 3,950 3,818 10,495

362,808 421,997 1,528,468

Non-IFRS Measures

The following table sets forth certain financial measures used by us as key indicators of ADP’s financial performance for the three months ended 31 March 2022, for the years ended 31 December 2019, 2020 and 2021 and on a pro forma basis giving effect to the Reorganisation and the Borouge 4 Carve-out for the year ended 31 December 2021 and three months ended 31 March 2022 and 2021.

Actual

Unaudited pro forma combined(8)

For three months ended 31 March

For three months ended

31 March

For the

year ended 31 December

2022 2021 2021 2020 2019 2022 2021 2021

(USD millions, except percentages)

Adjusted EBITDA(1), (2) .....................

701 2,633 1,777 1,906

730 2,723

Capital expenditure(3) ...................... (127) (62) (252) (383) (537) (128) (104) (254)

Operating Free Cash Flow(4) ........... 484 639 2,381 1,394 1,369 514 626 2,469 Finance cost paid and interest

income received, net ................... (13) 0

(5) (0) 3 n.a n.a

(5) Income tax paid .............................. (136) (139) (678) (199) (173) n.a n.a n.a

Changes in Net Working Capital(5) .. 8 (15) 20 (291) 488 309 n.a n.a

Levered Free Cash Flow(6) ............. 343 485 1,718 904 1,687 n.a n.a n.a

Cash Conversion(7) ......................... 79.2% 91.2% 90.4% 78.4% 71.8% 80.1% 85.8% 90.7%

Dividends paid to shareholders....... (430) (360) (5,380) (1,340) (1,800) (570) (460) (5,280)

______________

(1) For further information regarding the Non-IFRS Measures, see “Presentation of Financial and Other Information — Non-IFRS Information”.

(2) The following table sets out the reconciliation of Adjusted EBITDA to profit which is the most directly comparable measures calculated and presented in accordance with IFRS:

Actual

Unaudited pro forma combined

For the

year ended 31 December

2022 2021 2021 2020 2019 2022 2021 2021

(USD thousands)

Profit for the period/year .............. 336,428 398,955 1,458,722

962,783

1,042,699

362,808

421,997 1,528,468

Income tax expense .................... 133,244 170,425 664,174 272,429 174,686 135,304 173,482 673,999

Net finance loss (income), including foreign exchange loss

12,966

1,133 5,138

(3,506)

12,186

Depreciation of property, plant and equipment .........................

123,337 124,833 479,928

515,302 666,909 124,541 126,240 485,434

Amortisation of right-of-use assets ......................................

(898) - 2,294

– – 1,220 1,408 5,433

Amortisation of intangible assets . 5,622 5,274 23,040 22,945 25,651 5,666 5,355 23,354

Adjusted EBITDA ........................ 610,699 700,620 2,633,296 1,776,816 1,906,439 641,725 729,897 2,722,653

(3) Capital expenditure is calculated as additions to property, plant and equipment for the year/period.

(4) Operating Free Cash Flow is calculated as Adjusted EBITDA less capital expenditure.

(5) Changes in Net Working Capital is calculated as the difference between Net Working Capital at the end of the year/period and beginning of the year/period as set out below:

End of the year / period

Actual

As at 31 March

As at 31 December

As at 31 March

As at 31

December

2022 2021 2021 2020 2019 2022 2021 2021

(USD thousands) Net Working Capital.................................. 869 912 877 898 607 1,228 190 919

Beginning of the year / period

Actual

As at 1 January

2022 2021 2021 2020 2019 2022 2021 2021

(USD thousands) Net Working Capital................................... 877 898 898 607 1,095 919 n.a n.a

(6) Levered Free Cash Flow is calculated as Operating Free Cash Flow plus interest income received minus finance cost

paid and income tax paid and plus/minus Changes in Net Working Capital.

(7) Cash conversion is calculated as (Adjusted EBITDA less capital expenditure) divided by Adjusted EBITDA.

(8) The pro forma metrics set out in this table illustrate the impact of the Reorganisation (i) on the financial position for the Company as if the Reorganisation and the Borouge 4 Carve-out had taken place on 31 March 2022, and (ii) its financial performance as if the Reorganisation and the Borouge 4 Carve-out had taken place on 1 January 2021. For further information regarding the Unaudited Pro Forma Financial Information, see “Presentation of Financial and Other Information — Unaudited Pro Forma Combined Financial Information”.

Other Operational Data

Production Capacity

The table below sets forth our production capacity for our product lines at our production complex, as of 31 March 2022.

Borouge 1 Borouge 2 Borouge 3 PP5

Production Capacity

PE 1 300 Kt PE 3 700 Kt PE 4 540 Kt PP 5 480 Kt

PE 2 320 Kt PP 1 400 Kt PE 5 540 Kt

PP 2 400 Kt PP 3 480 Kt

PP 4 470 Kt

LD 1 350 Kt

XLPE 1 80 Kt

Total Production Capacity

PE 620 Kt PE 700 Kt PE 1,430 Kt

480 Kt PP 800 Kt PP 950 Kt

We have optionality within our production complex to scale up and scale down the Production Capacity of one product compared to another, subject to each production unit’s aggregate MPC across our product lines, which provides us with the flexibility to react to the demands of, and trends in, the markets in which we operate.

Sales Volumes

The table below sets forth ADP’s sales volumes (in Kt) for polyethylene, polypropylene and other products for the years ended 31 December 2019, 2020 and 2021. The table below also sets forth the figures for the year 2021 which take into account the sales volume of PTE:

Combined

2019 2020 2021 2021

(‘000 tons) Polyethylene ............................................. 2,383 2,517 2,416 632 Polypropylene ........................................... 1,397 1,671 1,645 420

Ethylene and Other ................................... 197 248 141 71

Total .......................................................... 3,977 4,436 4,202 1,123

Our sales volumes for the year ended 31 December 2021 were split as follows:

By Product Group

Polyethlyene Polypropylene

Ethylene and Others

59%33%

By Geography

Asia Pacific Middle East and Africa

Rest of the World

Notes:

(1) Consumer Solutions includes sales to the agriculture sector.

(2) Other in “By End Markets” includes approximately 0.1Mt to the mobility and healthcare sectors and approximately 0.1Mt of ethylene and other products.

2. Unaudited Pro Forma Financial Information

Prospective investors should read this unaudited pro forma financial information in conjunction with accompanying explanatory notes, the ADP Financial Statements and the PTE Financial Statements included elsewhere in this Prospectus.

Background

Borouge plc (the “Company”) was incorporated on 28 April 2022 as a public company limited by shares, with registration number 000007602, pursuant to the Abu Dhabi Global Market Companies (Amendment No. 1) Regulations 2020. The Company has been established for the purpose of serving as a holding company of ADP and PTE.

The unaudited pro forma combined financial information (the “Unaudited Pro Forma Financial Information”) is prepared in connection with the listing of shares (the “Shares”) of the Company on the Abu Dhabi Securities Exchange.

The Company is jointly controlled by Abu Dhabi National Oil Company (“ADNOC”) and Borealis Middle East Holding GmbH (“BMEH”), (BMEH together with ADNOC, the “Shareholders”). As of the date of the Reorganisation (as defined below), ADNOC holds 60% of the issued share capital of ADP and 50% of issued share capital of PTE whereas BMEH holds 40% of ADP’s and 50% of PTE’s issued share capital. ADP and PTE are together referred to as the “Borouge Business” hereafter.

In accordance with the subscription and transfer agreement (the “Subscription and Transfer Agreement”) in connection to and prior to listing of the Shares, ADNOC and BMEH will transfer their respective interests in ADP and will transfer approximately an aggregate of 84.75% interest in PTE to the Company in exchange for the issuance of shares by the Company. Upon Listing, the Company will become the holder of the entire issued share capital of ADP and 84.75% of the issued share capital of PTE (the “Reorganisation”). Accordingly, immediately upon the transfer and prior to the Listing:

a) ADNOC will transfer to the Company:

ii. its full legal and beneficial interests in PTE, being 50% of PTE’s total issued and outstanding share capital, and

56%38%

By End Markets

Consumer Solutions Infrastructure Solutions

b) BMEH will transfer to the Company:

ii. approximately 34.75% of PTE’s total issued and outstanding share capital.

In consideration of the transfer by ADNOC of all of its shares in ADP and PTE and the transfer by BMEH of all of its shares in ADP and 34.75% interest in PTE, in each case to the Company, the Company will:

a) issue and allot 18,034,427,450 new shares to ADNOC that will result in ADNOC holding, immediately prior to Listing, 60% of the Company’s total issued and outstanding share capital; and

b) issue and allot 12,022,951,633 new shares to BMEH that will result in BMEH holding, immediately prior to Listing, 40% of the Company’s total issued and outstanding share capital.

As a result, following completion of the Reorganisation, the Company will acquire control over the Borouge Business.

The aforementioned transfer of the interest in the Borouge Business will be a common control transaction as the Borouge Business will continue to be jointly controlled by the Shareholders before and after the Reorganisation. Therefore, the Reorganisation is considered to be outside the scope of IFRS 3 Business Combinations. On Completion of the Reorganisation, the Company will apply the pooling of interest method of accounting for the Reorganisation. Accordingly, for the purpose of this Unaudited Pro Forma Financial Information:

The assets and liabilities of the ADP and PTE are reflected at their carrying amounts. No adjustments are made to reflect fair values, or recognise any new assets or liabilities, at the date of the combination that would otherwise be recognised under the acquisition method.

No goodwill is recognised as a result of the combination. Any difference between the consideration transferred and the acquired net assets is reflected within equity.

The statement of profit or loss reflects the results of the combining entities.

Additionally, on 30 April 2022, ADP and Borouge 4 LLC (“B4 LLC”) signed an asset transfer agreement, master interim agreement, service level agreement, sub-lease agreement and sub-lease side letter (together referred to as, the “Borouge 4 Carve-out Agreements”) whereby ADP agreed to transfer the Borouge 4 plant and associated contractual rights and obligations (“Borouge 4”) to B4 LLC for a consideration of USD 606 million excluding value added tax (VAT) (the “Borouge 4 Carve-out”). In 2021, ADNOC and Borealis signed a USD 6.2 billion partnership agreement for the development of the Borouge 4. Borouge 4 is located within the Ruwais Industrial Zone and is expected to commence operations in 2025 and is designed to provide 1.4 Mt of additional polyolefins production capacity. B4 LLC is a jointly controlled entity by the Selling Shareholders, owned 60% by ADNOC and 40% by BMEH. The transfer of Borouge 4 is in line with the overall strategy of the Selling Shareholders. On 31 March 2022, ADP received advance consideration in cash from B4 LLC for the transfer. In line with and as of the date of signing of the Borouge 4 Carve-out Agreements, ADP derecognised Borouge 4 from its financial statements as the control over Borouge 4 transferred to B4 LLC.

The Unaudited Pro Forma Financial Information has been prepared to illustrate the impact of the Reorganisation of the Borouge Business and the Borouge 4 Carve-out on the combined statement of financial position as of 31 March 2022, as if the Reorganisation and the Borouge 4 Carve-out had taken place as at 31 March 2022, and the combined statement of profit or loss for the three month periods ended 31 March 2022 and 31 March 2021 and for the year ended 31 December 2021, as if the Reorganisation and the Borouge 4 Carve-out had taken place on 1 January 2021.

This Unaudited Pro Forma Financial Information has been compiled in a manner consistent with the accounting policies adopted by ADP. The historical financial statements of ADP are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board whereas the historical financial statements of PTE are prepared in accordance with Financial Reporting Standards in Singapore. The Company has assessed that there are no material differences between the accounting policies applied in preparing the respective historical financial statements of ADP and PTE for the year ended 31 December 2021 and for the three-month period ended 31 March 2022 (including comparative information for the three-month period ended 31 March 2021), therefore no adjustments have been made to the Unaudited Pro Forma Financial Information to reflect alignment of accounting policies.

The Unaudited Pro Forma Financial Information has been prepared in accordance with the accompanying notes to the Unaudited Pro Forma Financial Information as described below. The Unaudited Pro Forma Financial Information has not been prepared in accordance with Regulation S-X of the U.S. Securities Act of 1933 or Annex 20 of the UK Prospectus Regulation. The pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma financial information.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purpose only and because of its nature, the Unaudited Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Company’s actual financial position and financial performance and may not give a true picture of its financial position and financial performance. In addition, the Unaudited Pro Forma Financial Information does not reflect forward-looking information and is not intended to present the expected future results of the Company, given that it has been prepared solely for the purposes of illustrating the identifiable and objectively measurable effects of the Reorganisation and the Borouge 4 Carve-out, applied to historical financial information of ADP and PTE. Further, the Unaudited Pro Forma Financial Information does not take account of the potential effects resulting from changes in management strategy and operational decisions resulting from execution of the Reorganisation and the Borouge 4 Carve-out.

The Unaudited Pro Forma Financial Information is based upon the historical financial statements of ADP and PTE and gives effect to the pro forma adjustments that are (i) directly attributable to the Reorganisation and the Borouge 4 Carve-out; (ii) expected to have a continuing impact on the Company; and (iii) factually supportable. These pro forma adjustments are described in the accompanying notes. The pro forma information presented herein should be read in conjunction with the historical financial statements of ADP and PTE.

Unaudited pro forma combined statement of financial position at 31 March 2022

PTE and its Subsidiaries

Pro forma adjustments

Pro forma combined

Reorganisation of Borouge

Business

Combination adjustments

Borouge 4 Carve-out

(Note 1 (a)) (Note 2 (a)) (Note 3) (Note 4) Notes (Note 5) USD 000 USD 000 USD 000 USD 000 USD 000 USD 000

Assets Non-current assets Property and equipment 7,289,751 40,138 - - - 7,329,889 Intangible assets 66,195 508 - - - 66,703 Right-of-use assets 5,643 26,237 - - - 31,880 Investment in sublease - - - - 131,468 131,468 Deferred tax assets - 5,535 - - - 5,535 Amounts due from related parties - - - 1,519 4d - 1,519 Other receivables - 1,728 - (1,519) 4d - 209

Total non-current assets 7,361,589 74,146 - - 131,468 7,567,203

Current assets Inventories 704,359 14,566 - (1,681) 4c - 717,244 Amounts due from related parties 858,389 - 50 (724,993) 4a, d - 133,446 Prepayments and other receivables 56,142 44,304 - (33,336) 4d - 67,110 Trade and other receivables - 957,228 - (131,017) 4d - 826,211 Cash and cash equivalents 701,805 137,145 - - - 838,950

2,320,695 1,153,243 50 (891,027) - 2,582,961 Assets classified as held for sale 785,749 - - - (785,749) -

Total current assets 3,106,444 1,153,243 50 (891,027) (785,749) 2,582,961

Total assets 10,468,033 1,227,389 50 (891,027) (654,281) 10,150,164

Equity and liabilities

Equity Share capital 360,000 3,202 4,446,029 - - 4,809,231 Other reserves 4,390,727 65,773 (4,445,979) (1,681) 4c 3,089 11,929

4,750,727 68,975 50 (1,681) 3,089 4,821,160

Equity attributable to the owners of the Company

4,750,727 68,975 (10,472)

(1,681) 3,089 4,810,638

Non-controlling interests - - 10,522 - - 10,522

Total equity 4,750,727 68,975 50 (1,681) 3,089 4,821,160

Non-current liabilities Provision for employees' end of service benefit

98,277 9,734 -

108,011

Lease liabilities 137,121 22,379 - - - 159,500 Deferred tax liability 6,582 - - - - 6,582 Bank loan 3,980,999 - - - - 3,980,999 Amounts due to related parties 80,104 - - - - 80,104 Other payables - 20,417 - - - 20,417

Total non-current liabilities 4,303,083 52,530 - - - 4,355,613

Current liabilities Trade and other payables 564,591 - - 60,361 4a, d - 624,952 Advance received from a related party 606,154 - - - (606,154) - Amounts due to related parties 185,041 - - 84,473 4a, d - 269,514 Trade payables - 941,927 - (941,927) 4d - - Accruals and other payables - 92,253 - (92,253) 4d - - Lease liabilities 137 4,679 - - - 4,816 Income tax payable 7,084 7,769 - - - 14,853 Provision for employees' end of service benefit

- 969 -

Contract liabilities - 58,287 - - - 58,287

1,363,007 1,105,884 - (889,346) (606,154) 973,391 Liabilities directly associated with assets

classified as held for sale

51,216

(51,216)

Total current liabilities 1,414,223 1,105,884 - (889,346) (657,370) 973,391

Total liabilities 5,717,306 1,158,414 - (889,346) (657,370) 5,329,004

Total equity and liabilities 10,468,033 1,227,389 50 (891,027) (654,281) 10,150,164

Unaudited pro forma combined statement of profit or loss for the three-month period ended 31 March 2022

ADP PTE and its

Subsidiaries

Business

Borouge 4 Carve-out

Pro forma combined

(Note 1 (a)) (Note 2 (a)) (Note 3) (Note 4) Notes

(Note 5)

USD 000 USD 000 USD 000 USD 000 USD 000 USD 000

Revenue 1,371,765 1,584,293 - (1,366,185) 4b - 1,589,873 Cost of sales (727,651) (1,511,228) - 1,371,003 4b, c - (867,876)

Gross profit 644,114 73,065 - 4,818 - 721,997

Other income 8,735 181 - (4,666) 4b - 4,250 General and administrative expenses

(26,587) (12,236) - - (863)

(39,686)

Pension cost recharge - - - - - - Selling and distribution expenses (141,362) (32,639) - - - (174,001) Impairment loss on property, plant and equipment

(2,262) - - -

(2,262)

Operating profit 482,638 28,371 - 152 (863) 510,298

Finance income 147 259 - - 1,194 1,600 Foreign exchange loss 317 - - (394) 4d - (77) Finance cost (13,430) (673) - 394 4d - (13,709)

Profit before tax 469,672 27,957 - 152 331 498,112

Income tax expense (133,244) (2,060) - - - (135,304)

Profit for the period 336,428 25,897 - 152 331

362,808

Profit attributable to: Owners of the Company 336,428 25,897 (3,950) 152 331 358,858 Non-controlling interests - - 3,950 - - 3,950

336,428 25,897 - 152 331

362,808

Unaudited pro forma combined statement of profit or loss for the year ended 31 December 2021

ADP PTE and its Subsidiaries

Business

Borouge 4 Carve-out

Pro forma combined

(Note 1 (b)) (Note 2 (b)) (Note 3) (Note 4) Notes

(Note 5)

USD 000 USD 000 USD 000 USD 000 USD 000 USD 000

Revenue 5,476,742 6,199,824 - (5,460,650) 4b - 6,215,916 Cost of sales (2,778,532) (5,915,048) - 5,460,856 4b, c - (3,232,724)

Gross profit 2,698,210 284,776 - 206 - 2,983,192

Other income 25,630 3,479 - (2,039) 4b - 27,070 General and administrative expenses

(100,847) (47,832) - - 2,198

(146,481)

Pension cost recharge (135,884) (34,445) - - - (170,329) Selling and distribution expenses (356,902) (125,945) - - - (482,847) Impairment loss on property, plant and equipment

(2,173)

Operating profit 2,128,034 80,033 - (1,833) 2,198 2,208,432

Finance income 251 1,211 - - 582 2,044 Foreign exchange loss (153) - - (1,395) 4d - (1,548) Finance cost (5,236) (2,620) - 1,395 4d - (6,461)

Profit before tax 2,122,896 78,624 - (1,833) 2,780 2,202,467

Income tax expense (664,174) (9,825) - - - (673,999)

Profit for the year 1,458,722 68,799 - (1,833) 2,780

1,528,468

Profit attributable to: Owners of the Company 1,458,722 68,799 (10,495) (1,833) 2,780 1,517,973 Non-controlling interests - - 10,495 - - 10,495

1,458,722 68,799 - (1,833) 2,780

1,528,468

Unaudited pro forma combined statement of profit or loss for the three-month period ended 31 March 2021

ADP PTE and its

Subsidiaries

Business

Pro forma combined

(Note 1 (a)) (Note 2 (a)) (Note 3) (Note 4) Notes

USD 000 USD 000 USD 000 USD 000 USD 000

Revenue 1,367,578 1,538,145 - (1,364,888) 4b 1,540,835 Cost of sales (696,646) (1,468,035) - 1,364,333 4b, c (800,348)

Gross profit 670,932 70,110 - (555) 740,487

Other income 4,570 1,904 - (1,432) 4b 5,042 General and administrative expenses

(29,652) (11,506) -

(41,158)

Pension cost recharge - - - - - Selling and distribution expenses (75,337) (32,140) - - (107,477) Impairment loss on property, plant and equipment

Operating profit 570,513 28,368 - (1,987) 596,894

Finance income 36 336 - - 372 Foreign exchange loss (977) - - (296) 4d (1,273) Finance cost (192) (618) - 296 4d (514)

Profit before tax 569,380 28,086 - (1,987) 595,479

Income tax expense (170,425) (3,057) - - (173,482)

Profit for the period 398,955 25,029 -

(1,987)

421,997

Profit attributable to: Owners of the Company 398,955 25,029 (3,818) (1,987) 418,179 Non-controlling interests - - 3,818 - 3,818

398,955 25,029 -

(1,987)

421,997

Notes to Unaudited Pro Forma Financial Information

1 Historical Financial information of ADP

(a) ADP’s historical financial information has been extracted without any material adjustment from the unaudited interim condensed financial statements of ADP as of and for the three-month period ended 31 March 2022, which includes comparative information for the three-month period ended 31 March 2021 prepared in accordance IAS 34 Interim Financial Reporting; and

(b) ADP’s historical financial information has been extracted without any material adjustment from the audited financial statements of ADP for the year ended 31 December 2021 prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

2 Historical Financial information of PTE

(a) PTE’s historical financial information has been extracted without any material adjustment from the unaudited interim condensed consolidated financial statements of PTE as of and for the three-month period ended 31 March 2022, which includes comparative information for the three-month period ended 31 March 2021 prepared in accordance with FRS 34 Interim Financial Reporting issued by the Accounting Standards Council Singapore; and

(b) PTE’s historical financial information has been extracted without any material adjustment from the audited consolidated financial statements of PTE for the year ended 31 December 2021 prepared in accordance with Financial Reporting Standards in Singapore.

3 Reorganisation of Borouge Business

This column represents adjustments to reflect the following:

(a) The Company was incorporated on 28 April 2022 as a public company limited by shares, with registration number 000007602, pursuant to the Abu Dhabi Global Market Companies Regulations 2020. The Company issued 50,000 ordinary shares at USD 1.00 each on its incorporation to the Shareholders. Accordingly, share capital and receivable against share capital amounting to USD 50,000 has been reflected in the Unaudited Pro Forma Financial Information. On 10 May 2022, the Company’s shareholders resolved to split the share capital of the Company from 50,000 ordinary shares with a par value of USD 1.00 per share to 312,500 ordinary shares with a par value of USD 0.16 per share;

(b) The Reorganisation of the Borouge Business through the issuance of 30,057,379,083 ordinary shares at USD 0.16 each by the Company to the Shareholders in settlement of transfer of interest in Borouge Business; and

(c) Upon completion of the Reorganisation, the Company will own approximately an 84.75% interest in PTE and the remaining 15.25% will be owned by BMEH. Accordingly, non-controlling interests have been reflected for the beneficial ownership interest in PTE which will not be attributable to the Company.

4 Combination adjustments

This column represents adjustments to reflect the following:

(a) Elimination of intercompany receivables and payables between ADP and PTE arising from the intercompany sales and purchases of goods and provision of services;

(b) Elimination of intercompany revenue, other income and cost of sales as a portion of ADP’s revenues are derived from its sale of polyolefin products to PTE;

(c) Elimination of unrealised profit on goods sold by ADP to PTE that remain unsold to third party customers. The Company has assessed that elimination of unrealised profit on unsold inventory will not trigger any material deferred tax impact and, accordingly, no adjustments have been made to the Unaudited Pro Forma Financial Information to reflect any such deferred tax impact; and

(d) Certain balances were reclassified from the financial statements of PTE so their presentation would be consistent with ADP. In the statement of profit or loss, foreign exchange loss was reclassified from finance cost in each of the periods presented. The following reclassifications were made to the statement of financial position of PTE as at 31 March 2022:

Assets USD ‘000

Trade and other receivables (129,034)

Amounts due from related parties 163,889

Prepayments and other receivables (33,336)

Other receivables (1,519)

Liabilities

Amounts due to related parties 940,000

Trade and other payables 94,180

Trade payables (941,927)

Accruals and other payables (92,253)

Additionally, on combination, allowance for doubtful receivables on amounts due from related parties was reclassified to trade and other receivables.

5 Borouge 4 Carve-out

This column represents adjustments to reflect the Borouge 4 Carve-out. No gain or loss has been recorded on derecognition of the Borouge 4 as consideration received was equivalent to the carrying value of the Borouge 4 net assets as at 31 March 2022. Investment in sub-lease has been recognised in the unaudited pro forma statement of financial position to reflect the sub-lease of Borouge 4 plot of land, which resulted in recognition of USD 3.09 million gain in other reserves representing difference between right-of-use asset derecognised and investment in sub-lease as at 31 March 2022. No adjustment has been made to the unaudited pro forma combined statement of profit or loss for such gain as it is non-recurring. Investment in sub-lease in this Unaudited Pro Forma Financial Information has been recognised from 16 November 2021 corresponding to the commencement date of the head lease related to the Borouge 4 plot of land and accordingly there is no adjustment reflected to the statement of profit or loss for the three months ended 31 March 2021. The adjustments in the statement of profit or loss for the year ended 31 December 2021 and three months ended 31 March 2022 represent reversal of historical amortization on right of use asset and recognition of interest income on the investment in sub-lease. The Company has assessed that these adjustments will not trigger any material tax impact.

6 Pro Forma Non-IFRS Measures

When reviewing performance, the Company uses a combination of both IFRS and non-IFRS (adjusted) performance measures. The “non-IFRS measures” exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not

calculated in accordance with IFRS. These non-IFRS measures include: (i) Adjusted EBITDA and (ii) Net Debt. The non-IFRS measures are defined as follows:

“Adjusted EBITDA” as profit before income tax, net finance loss/income (including foreign exchange loss), depreciation and amortisation;

“Net Debt” as bank loans plus lease liabilities minus cash and cash equivalents; The non-IFRS measures set out above are also presented in this Unaudited Pro Forma Financial Information to illustrate the impact of the Reorganisation and the Borouge 4 Carve-out. A reconciliation of Pro forma Combined Adjusted EBITDA to pro forma profit for the period determined in accordance with IFRS is provided below (in USD thousand).

Pro forma combined Adjusted EBITDA

For the three-month period ended 31 March 2022

Historical

ADP PTE Pro forma

adjustments Pro forma combined

Profit for the period 336,428 25,897 483 362,808

Interest expense (income), net 13,283 414 (1,588) 12,109

Income tax expense 133,244 2,060 - 135,304

Foreign exchange (gain)/loss (317) - 394 77

Depreciation and amortisation 128,061 2,503 863 131,427

610,699 30,874 152 641,725

For the year ended 31 December 2021

Historical

ADP PTE Pro forma

Profit for the year 1,458,722 68,799 947 1,528,468

Interest expense (income), net 4,985 1,409 (1,977) 4,417

Foreign exchange loss 153 - 1,395 1,548

Depreciation and amortisation 505,262 11,157 (2,198) 514,221

2,633,296 91,190 (1,833) 2,722,653

For the three-month period ended 31 March 2021

Historical

ADP PTE Pro forma

Profit for the period 398,955 25,029 (1,987) 421,997

Interest expense (income), net 156 282 (296) 142

Foreign exchange loss 977 - 296 1,273

Depreciation and amortisation 130,107 2,896 - 133,003

700,620 31,264 (1,987) 729,897

The pro forma combined net debt as of 31 March 2022 is provided below (in USD thousand):

Pro forma combined Net debt

As at 31 March 2022

Historical

ADP PTE Pro forma

Bank loan 3,980,999 - - 3,980,999

Lease liabilities 137,258 27,058 - 164,316

Less: cash and cash equivalents (701,805) (137,145) - (838,950)

3,416,452 (110,087) - 3,306,365

3. Dividend Policy

On 28 April 2022, ADP distributed a special dividend of USD 430 million to ADNOC and Borealis. Prior to Listing and the Reorganisation, ADP will distribute an additional dividend of USD 250 million to ADNOC and Borealis. These dividends to ADNOC and Borealis are in addition to the Company’s planned dividends to shareholders for the second quarter and second half of 2022 as described below.

The Company's ability to pay dividends is dependent on a number of factors, including the availability of distributable reserves, the Company's capital expenditure plans, credit rating considerations and other cash requirements in future periods, and there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be. See "Risk Factors—Risks Relating to the Offering and to the Shares—Because we are a holding company and substantially all of our operations are conducted through our subsidiaries, our ability to pay dividends on the Shares depends on our ability to obtain cash dividends or other cash payments or obtain loans from such entities" – and – "We may not pay any cash dividends on the Shares. Consequently, you may not receive any return on investment unless you sell your Shares for a price greater than that which you paid for them". Any level or payment of dividends will depend on, among other things, market conditions, future profits and the business plan of the Company, at the discretion of the Board of Directors, and will be subject to the approval of the general assembly.

Subject to the foregoing, the Company intends to pay dividends twice each financial year, with an initial payment of the first-half results being paid in September of that year, and a second payment following second-half results being paid in March of the following calendar year, in each case subject to the approval of the general assembly. Subject to the foregoing, the Company expects to pay a fixed dividend amount of USD 975 million for the second quarter and the second half of the year 2022, out of which USD 325 million for the second quarter of the year 2022 is expected to be paid in September 2022, and the remaining USD 650 million for the second half of the year 2022 is expected to be paid in March 2023. For the financial year 2023, the Company intends to pay a dividend of no less than USD 1,300 million. The Company intends to pay dividends in cash.

The Company intends to maintain a robust dividend policy designed to return to shareholders substantially all of its distributable free cash flows, while maintaining an investment grade credit profile.

In addition, the Company expects that the Board of Directors will also consider market conditions, the then current operating environment in the markets in which the Company operates, and the outlook for the Group’s business.

4. Material events and contracts concluded by the Group (including related party agreements)

The following is a summary of certain terms of the Group’s material contracts and related party agreements. The following summaries do not purport to describe all of the applicable terms and conditions of such contracts and are qualified in their entirety by reference to the actual agreements.

Related Party Transactions

Members of the Group are and have been a party to various agreements and other arrangements with related parties comprising ADNOC and certain of its other subsidiaries and Borealis and certain of its other subsidiaries. The most significant of these transactions are described below. For details

of the impact of related party transactions on our financial position and financial results as at and for the years ended 31 December 2019, 2020 and 2021, please refer to the notes of the financial statements, included elsewhere in this Prospectus. For details of the impact of related party transactions on our financial position and financial results as at and for the three months ended 31 March 2021 and 2022, please refer to the notes in the quarterly interim financial statements, included elsewhere in this Prospectus.

Please refer to “Material Agreements” below and “Business – Corporate Structure” for a description of certain related party agreements. In addition:

ADNOC VAT Group Risk Management Deed

On 23 September 2021, ADP and PTE entered into a ADNOC VAT Group Risk Management Deed with ADNOC (in its capacity as the “Representative Member” of the ADNOC VAT group) and other members of the ADNOC VAT group as set out therein. We entered into the ADNOC VAT Group Risk Management Deed to record certain matters relating to the joint and several liability of the ADNOC VAT group. Pursuant to the ADNOC VAT Group Risk Management Deed, when determining the liability for VAT, Supplies (as defined below) will not be automatically deemed to have been made by or to the Representative Member but will instead be attributed to the relevant VAT group member that was a party to that Supply. Under the ADNOC VAT Group Risk Management Deed, we, along with the other VAT group members signatories to this deed, agree and acknowledge that we will be severally (and not jointly) liable for any VAT imposed, on or in connection with, any errors included in, any omissions from, any late or incomplete submission of, or any failure to submit, any VAT return, in each case to the extent that such error, omission or other compliance failing relates to a supply of goods or a supply of services as interpreted under the relevant VAT law and executive regulations (“Supply” or “Supplies”) to which the relevant VAT group member was a party or results from the conduct of that member. We along with the VAT group members signatories to this deed also agree that the Representative Member will not be liable for any VAT imposed on or in connection with any errors, omissions or other compliance failing in respect of any VAT return. We, along with the other VAT group members, also agree to indemnify and hold harmless the Representative Member against any and all claims, losses, damages, costs, expenses and liabilities arising in respect of or in connection with VAT, any VAT return, and the Representative Member's role as representative member for the purposes of VAT law of the ADNOC VAT group.

Subscription and Transfer Agreement

Prior to publication of this Prospectus, the Company entered into the Subscription and Transfer Agreement. Please see the description of this agreement and its effect under “Business – Corporate Structure”.

In accordance with the ADGM Companies Regulations, including sections 555-559 thereof, various formalities (such as a valuation exercise and passing of a shareholder resolution) were completed before the Subscription and Transfer Agreement was entered into.

Deed of Undertaking relating to certain consents

Prior to publication of this Prospectus, the Company entered into a Deed of Undertaking with BMEH pursuant to which the Copmany has provided an undertaking not to take, under certain circumstances, certain actions without the express consent of BMEH from the Sunset Date until the Clearance Date (as defined in the Articles of Association).

Borealis AG additional undertakings

In connection with the Listing and arrangements referred to in this Prospectus, Borealis AG has provided certain customary undertakings in relation to the obligations of BMEH.

Termination Agreements relating to current ADP and PTE Shareholders’ Agreements

In connection with the transactions contemplated by the Subscription and Transfer Agreement, prior to Listing, ADP will become a wholly-owned subsidiary of the Company, and approximately 84.75%

of PTE’s share capital will become owned by the Company (please see “Business – Corporate Structure” for additional details). The existing shareholders’ agreements which are, on the date of this Prospectus, currently in place between ADNOC, Borealis and ADP (in relation to ADP), and between ADNOC, Borealis and PTE (in relation to PTE), will be terminated, and a new shareholders’ agreement in relation to PTE will be entered into between the Company, BMEH and PTE (as further summarised below). Because ADP will become a wholly-owned subsidiary of the Company, no new shareholders’ agreement will be entered into in relation to that entity

New PTE Shareholders’ Agreement

In connection with the transactions contemplated by the Subscription and Transfer Agreement, prior to Listing, PTE, the Company and BMEH will enter into a shareholders' agreement to regulate certain governance and other matters in relation to PTE with effect from Listing taking place.

The shareholders’ agreement includes provisions regarding the funding of PTE, including by way of cash calls which are identified in an annual budget approved by the directors as funds to be provided by the shareholders. It also sets out the governance regime, which states that there are eight directors, seven of which are appointed by the Company and one of which is appointed by BMEH (with the Company’s Group Management & Governance Policy setting out how the directors to be appointed by the Company are selected and how the Company’s rights as a shareholder in PTE are to be exercised).

The quorum for a board meeting is dependent on whether the Sunset Date has occurred, or whether BMEH's direct and indirect interest in PTE has dropped below 25% (the "PTE Sunset Date"). Prior to the Sunset Date and the PTE Sunset Date, the quorum is at least five directors, following the Sunset Date but prior to the PTE Sunset Date the quorum is at least four directors, including at least one from each shareholder entitled to appoint a director, and following the PTE Sunset Date is at least four directors. The quorum for a shareholder meeting prior to the PTE Sunset Date is 90% of the issued share capital of PTE, and following the PTE Sunset Date the quorom for a shareholder meeting is a majority of the issued share capital of PTE. Activities of PTE are conducted, and expenditures incurred, in accordance with an annual budget and rolling five year business plan, which are both approved annually by the board. The budget and business plan are the parts of the business plan and budget approved by the Company that are applicable to PTE, with additional detail added regarding the cash call funding required from shareholders.

Decisions taken by the directors of PTE prior to the Sunset Date require the approval of five of the eight directors of PTE, following the Sunset Date but prior to the PTE Sunset Date decisions by the directors of PTE require a majority of directors in attendance including at least one director nominated by each of the Company and BMEH, and following the PTE Sunset Date decisions by the directors of PTE are taken by a simple majority of the directors in attendance. There are limited matters reserved to the board of directors including decisions to undertake new business, approval of annual financial statements and delegation of powers of the board to a committee. Decisions taken by the shareholders of PTE prior to the PTE Sunset Date require unanimous consent from the shareholders, and following the PTE Sunset Date require a majority of votes attaching to the shares in PTE. There are limited matters reserved to the shareholders, including altering the articles of association of PTE and reducing or increasing the share capital. In addition to observing the governance provisions regarding decisions of the directors and shareholders, the provisions of the agreement state that PTE has to comply with decisions of the board of directors and shareholders of the Company which are identified as matters which require 'Board Supermajority Approval' or a 'Shareholder Supermajority Resolution' in the Company’s Group Management & Governance Policy and the Company's articles of association.

The shareholders’ agreement also contains various share transfer restrictions, including that neither the Company nor BMEH may transfer shares in PTE without the consent of the other. There are also provisions which provide that, in circumstances where the consent of the Government of Abu Dhabi is required for a transfer of shares by BMEH and this is not obtained within 180 days, the Company must acquire BMEH’s shares in PTE for fair value.

The shareholders' agreement also contains an acknowledgment of, and an agreement to give effect to, the rebalancing principle in the IPO Sponsor Agreement.

Material Agreements

Feedstock Supply Agreements

ADP contracts with ADNOC for the supply of raw ethane, propane, butane and propylene (together, the "Feedstock") for the operation of Borouge 1, Borouge 2, Borouge 3 and PP5 pursuant to the feedstock supply agreement entered into between ADP and ADNOC on 28 October 1998, as subsequently amended and restated on 13 June 2017 and 23 July 2019 (the “Feedstock Supply Agreement”). Feedstock that is supplied to ADP is produced by ADNOC's or ADNOC Group Companies' assets.

The prices for raw ethane and propylene are calculated pursuant to formulae set out in the Feedstock Supply Agreement while propane and butane are sold at ADNOC's official selling prices at the applicable time (on an FOB Ruwais basis). The price formula for raw ethane is based on polyethylene and polypropylene prices, with a floor and a cap, and propylene prices are based on local netback prices which are estimated to be approximately 25% lower than the market benchmark (North East Asia CFR) (according to IHS).

As the Feedstock Supply Agreement is due to expire on 29 November 2027, ADNOC and ADP have entered into a new feedstock supply agreement to take effect from 30 November 2027 (the “New Feedstock Supply Agreement”). The New Feedstock Supply Agreement provides for the supply of feedstock to ADP until 2057 on similar terms as the Feedstock Supply Agreement. In the New Feedstock Supply Agreement, ethane is priced pursuant to a formula similar to that in the Feedstock Supply Agreement; however, the polyethylene and polypropylene price cap in such formula will be increased. Furthermore, the New Feedstock Supply Agreement provides for the parties to review and agree revised ethane and propylene prices. ADNOC and ADP are to commence discussions regarding the price of raw ethane and propylene supplied to Borouge 1, Borouge 2 and Borouge 3 by 30 June 2043, with any agreed alternative pricing to take effect from 30 June 2045. If, despite discussions and escalation to senior management, the parties are unable to agree revised ethane and/or propylene pricing by 30 June 2046, the New Feedstock Supply Agreement shall terminate on such date.

Utilities Supply Agreements

ADP contracts with ADNOC for the supply of fuel gas, electricity, cooling water, desalinated water and potable water (collectively, the "Utilities" and each a “Utility”) under a utilities supply agreement, entered into with ADNOC on 28 October 1998, as subsequently amended and restated on (amongst other dates) 14 November 2021 (the “Utilities Supply Agreement”). ADNOC is obligated to supply Utilities up to prescribed maximum daily quantities. The price for each Utility, effective as of 1 January 2017, shall be USD 2.60/MMBTU for fuel gas, USD 63.98/MWh for electricity, USD 18.92/1,000 m3 for cooling water, USD 2.37/m3 for desalinated water and USD 2.92/m3 for potable water. The prices of all Utilities, excluding fuel gas, are subject to annual escalation of one and a half per cent (1.5%) and the fuel gas price will be subject to annual escalation of three per cent (3%), in each case, starting on 1 January 2018.

From 17 July 2024, ADP can, having agreed with ADNOC, elect to purchase Utilities from third parties and/or procure all or part of its own Utilities, subject to a three year written notice being provided to ADNOC. The Utilities Supply Agreement is due to expire on 29 November 2027. ADNOC and Borealis have entered into a binding term sheet for, amongst other things, the supply of Utilities following this date (the “FID Term Sheet”). The FID Term Sheet provides for the supply of Utilities (excluding fuel gas) to ADP for an initial term of fifteen (15) years from the commencement of supply, with additional five (5) yearly renewals to be mutually agreed, pursuant to a utilities supply agreement to be entered into between ADNOC Refining and ADP on terms that are yet to be agreed. However, the FID Term Sheet contains agreed pricing terms for such Utilities and an agreement that the supply of power will be on a take-or-pay basis. Post-2027 fuel gas will be supplied pursuant to a separate fuel gas supply agreement between ADNOC and ADP (the “Fuel Gas Supply Agreement”), entered into on ADNOC's standard general terms and conditions. See below for a summary of the terms of the Fuel Gas Supply Agreement.

Fuel Gas Supply Agreement

ADP contracts with ADNOC to receive fuel gas under the Fuel Gas Supply Agreement from and including 30 November 2027 until and including 29 November 2057. The Fuel Gas Supply Agreement provides that ADP has the right to request an extension of the supply period for additional five (5) year periods on the same terms and conditions by submitting a renewal request to ADNOC at least two (2) years prior to the expiry of the supply period (whether the original supply period or a renewed period). ADP pays for quantities taken by it and, subject to specific exclusions, for any take-or-pay quantities not taken. The contract price for fuel gas is USD 3.49/MMBTU from and including 1 January 2027 and is subject to an annual increase of two per cent (2%) applicable on 1 January of each next contract year.

Gaseous Nitrogen Supply Agreements

ADP is contracted to receive the supply of gaseous nitrogen ("GAN") to Borouge 1 and Borouge 2 under the nitrogen supply agreement (the "B1/2 GNSA") entered into between ADP and ADNOC Linde Industrial Gases Company Limited (Elixier) (now trading as ADNOC Industrial Gases) ("Elixier") on 3 June 2008 until and including 25 September 2032 (the "NSA Expiry Date"). The B1/2 GNSA shall be automatically renewed for two (2) years after 25 September 2032 on the same terms and conditions. Under the B1/2 GNSA, ADP undertakes to procure its GAN requirements exclusively from Elixier for the supply of 10.400Nm3/h of GAN, in addition to peak demand rates specified in the B1/2 GNSA. ADP is required to pay for a minimum of 9,000 Nm3/h of GAN for 8,600 hours in a year. ADP shall pay Elixier for each Nm3 GAN an effective product unit price as set out in the B1/2 GNSA.

ADP is contracted to receive the supply of GAN to Borouge 3 from ADNOC Gas Processing on behalf of ADNOC under a GAN supply agreement entered into on 18 September 2013 until and including 25 September 2032 (the “B3 GNSA”). The supply price chargeable shall be fixed until the expiry date. ADNOC shall have the right to exercise the option of revising the supply price at any time upon notice effective from 26 September 2032. ADP is under no obligation to take delivery and pay for any minimum quantity of GAN under the B3 GNSA. ADNOC shall make GAN available to ADP in the quantities, and at the specified rates, set out in the B3 GNSA, up to the maximum flow identified for Borouge 3 in the B3 GNSA.

On 16 November 2021, ADNOC, ADNOC Gas Processing and ADP entered into an agreement for the supply of GAN to ADP for use in Borouge 4 (the "B4 GNSA") from Borouge 4 start-up in 2025 until the NSA Expiry Date. The B4 GNSA is on substantially the same terms as the B3 GNSA; however, the B4 GNSA provides for the parties thereto to procure the termination of the B3 NSA on the NSA Expiry Date (which will coincide with the expiry of the B1/2 GNSA and B4 GNSA on the same date) with the intention that, prior to the NSA Expiry Date, ADNOC and ADP will enter into a single GAN supply arrangement covering the supply of GAN to all of ADP’s facilities thereafter (the "Consolidated GNSA"). The contract price for GAN to be supplied under the Consolidated GNSA is set out in the FID Term Sheet. The contract price shall increase annually by two percent (2%) on 1 January of each calendar year, with the first of such increase applying on 1 January 2033.

Marketing Agreement (ADP Products)

ADP and PTE entered into a distribution agreement on 28 October 1998 (the “Original Agreement”) under which PTE was appointed as the exclusive worldwide distributor to: (i) coordinate and to direct the marketing and commercial strategy in relation to various polyethylene and polypropylene and other products produced by ADP; and (ii) either directly or via sub-distributors or agents, sell such products within the designated territory, which comprises numerous jurisdictions across Africa, the Middle East, North Asia, South Asia and Australasia and the Indian Subcontinent. The parties have amended certain terms of the Original Agreement and extended the range of products covered to include products produced from PP5 and Borouge 4. PTE will be exclusively responsible for invoicing customers and collecting payments from customers, and sales proceeds will be remitted to ADP minus a commission. Outside the designated territories, PTE shall re-sell the products to Borealis pursuant to the terms of a separate marketing agreement noted below.

PTE and Borealis entered into a distribution agreement on 28 October 1998 (the “Original Borealis Distribution Agreement”) under which PTE appointed Borealis as its exclusive distributor of various polyethylene and polypropylene products manufactured by ADP, such distribution by Borealis to be outside the designated territory referred to above. The parties have agreed to amend the Original Borealis Distribution Agreement to reflect changes to the terms governing Borealis' appointment as distributor, including amending the agreement to extend the distributorship to the products produced from Borouge 2, Borouge 3, PP5 and Borouge 4. The agreement shall remain in force until the earlier of: (i) the last day of the calendar year of the operational period (being each period beginning on 1st January and ending on 31st December during the term of the agreement) ending ten years from the commencement of Borouge 4’s commercial operations; and (ii) 31 December 2034, and thereafter shall continue on an annual basis unless either party serves notice of termination, which must be given no later than thirty-six months before the last day of the operational period. Borealis shall solicit customers situated outside the designated territory and shall be free to appoint sub-distributors or agents. If Borealis has not established a sales channel, the parties may enter into discussions whereby the parties agree to allow PTE to undertake temporary trading activities in the relevant part of the area outside the designated territory.

Marketing Agreement (Distribution by PTE of certain Borealis Products)

PTE and Borealis AS entered into a distribution agreement on 28 October 1998 (the “Original Borealis Products Agreement”) under which Borealis AS appointed PTE as its exclusive distributor in the designated territory for certain products produced by Borealis to (i) coordinate and direct a marketing and commercial strategy for Borealis in regard to such products; and (ii) sell such products. In a subsequent amendment agreement, Borealis replaced Borealis AS and Borealis and PTE have agreed to reflect the changes to the terms and conditions governing PTE's appointment as a distributor on behalf of Borealis as well as certain terms of certain products covered by the Original Borealis Products Agreement. The agreement shall remain in force until the earlier of: (i) the last day of the calendar year of the operational period (being each period beginning on 1st January and ending on 31st December during the term of the agreement) ending ten years from the commencement of Borouge 4’s commercial operations; and (ii) 31 December 2034, and thereafter shall continue on an annual basis unless either party serves notice of termination, which must be given no later than thirty-six months before the last day of the operational period. PTE shall solicit customers situated inside the designated territory and shall be free to appoint sub-distributors or agents. If PTE has not established a sales channel, the parties may enter into discussions whereby the parties agree to allow Borealis to undertake temporary trading activities in the relevant part of the area outside the designated territory.

Consolidated Borstar® Process Licence and Process Design Agreement for the manufacture of polyethylene and certain speciality polyethylene compounds

Borealis, Borealis A/S and ADP have entered into a process licence and process design agreement in respect of the manufacturing of polyethylene and certain speciality polyethylene compounds on 13 June 2017. Pursuant to the terms of this agreement, ADP is granted rights by Borealis to use the technical information and patent rights in respect of the Borouge 1, Borouge 2 and Borouge 3 plants (the “Plants”) in order to design, construct, commission, maintain and operate the Plants for the purpose of manufacturing certain non-coloured resins and finished products made from such resins (the “Products”).

In consideration of the rights granted in respect of Borouge 2 and Borouge 3, ADP is required to pay a licence fee in instalments at the contractually agreed prices in respect of each of Borouge 2 and Borouge 3. In addition to the licence fees, ADP is also required to pay to Borealis, or an affiliate nominated by Borealis, royalty fees in respect of the supply of certain Products until such date that ADP has supplied a particular quantity of Products from the Plants to PTE., its subsidiaries, or to any other third party as permitted under the agreement or consented to by Borealis (the “Royalty Term End Date”).

Subject to being terminated earlier in accordance with the terms of the agreement, the agreement shall remain in force until the last of: (i) the Royalty Term End Date; or (ii) a successive date which the parties have agreed in writing.

Consolidated Borstar® Process Licence and Process Design Agreement for the manufacture of polypropylene

Borealis and ADP have entered into a process licence and process design agreement in respect of the manufacturing of polypropylene on 13 June 2017. Pursuant to the terms of this agreement, ADP is granted rights by Borealis to use the technical information and patent rights in respect of the Borouge 1, Borouge 2 and Borouge 3 plants (the “Plants”) in order to design, construct, commission, maintain and operate the Plants for the purpose of manufacturing certain polymers (including polymers of propylene and co-polymers of propylene and ethylene) (the “PP Resins”).

In consideration of the rights granted in respect of the Plants, ADP is required to pay a licence fee in instalments at the contractually agreed prices in respect of each of Borouge 2 and Borouge 3. In addition to the licence fees, ADP is also required to pay to Borealis, or an affiliate nominated by Borealis, royalty fees in respect of the supply of certain PP Resins until such date that ADP has supplied a particular quantity of PP Resins from the Plants to PTE, its subsidiaries, or to any other third party as permitted under the agreement or consented to by Borealis (the “Royalty Term End Date”).

Subject to being terminated earlier in accordance with the terms of the agreement, the agreement shall remain in force until the last of: (i) the Royalty Term End Date; or (ii) a successive date which the parties have agreed in writing.

PP5 Borstar® Process Licence and Process Design Agreement for the manufacture of polypropylene

Borealis and ADP have entered into a PP5 process licence and process design agreement in respect of the manufacturing of polypropylene on 5 August 2019. Pursuant to the terms of this agreement, ADP is granted rights by Borealis to use the technical information and patent rights in respect of PP5 in order to design, construct, commission, maintain and operate the Plants for the purpose of manufacturing certain polymers of propylene (the “PP5 PP Resins”).

In consideration of the rights granted in respect of PP5, ADP is required to pay a licence fee in instalments at the contractually agreed price. In addition to the licence fees, ADP is also required to pay to Borealis, or an affiliate nominated by Borealis, royalty fees in respect of the supply of PP5 PP Resins until such date that ADP has supplied a particular quantity of PP5 PP Resins from the Plants to PTE, its subsidiaries, or to any other third party as permitted under the agreement or consented to by Borealis.

Catalyst Supply Agreement

ADP contracts with Borealis for the supply of polyethylene catalyst and polypropylene catalyst (together, the “PO Catalyst”) and new catalyst (i.e. a catalyst which Borealis brings into commercial use at its own Borstar® polymerisation plants which is not already a PO Catalyst) for use in Borealis’ proprietary Borstar® process licensed under the Borstar licence agreements (described above), as subsequently amended on 5 August 2019 (the “Catalyst Supply Agreement”). During the term of the Catalyst Supply Agreement, ADP shall purchase exclusively from Borealis and Borealis shall supply to ADP, at ADP’s request, with such PO Catalyst as ADP may need for the polyethylene reactor lines and polypropylene reactor lines at the production complex in Ruwais. The prices for the PO Catalyst are based on agreed formulae. The calculation principles of the product development costs are detailed in the Catalyst Supply Agreement. The prices for the PO Catalyst supplied to ADP shall be updated every year with effect from 1 January. The PO Catalysts are shipped to ADP, at the time indicated by ADP, by Borealis under delivery terms of CIF arriving at the Mina Zayed, Khalifa Port or Jebel Ali (as applicable to the relevant shipment). The PO Catalyst provided to ADP are invoiced in Euros at the relevant date of bill of lading and payment by ADP must be made within 75 days from that date.

R&D Cooperation and Licence Agreement

Borealis, PTE and ADP entered into the R&D Cooperation and Licence Agreement (“R&D Agreement”) on 31 December 2021, whereby Borealis agreed to grant to PTE and ADP a royalty free licence to use (i) the Borealis know-how disclosed to PTE and ADP pursuant to the R&D Agreement or any technology licences under which Borealis licences its intellectual property rights to PTE or ADP (“Technology Licences”) and (ii) the patents and patent applications listed in Technology Licences, to undertake any R&D activity in relation to developing, customizing and refining the quality and properties of polymers.

Land Lease Agreement in relation to ADP plants and Ruwais Distribution Center

ADNOC and ADP entered into an agreement for the lease of a plot of land comprising the Borouge 1 plant site, the Borouge 2 plant site, the Borouge 3 plant site, the Borouge 4 plant site and the PP5 plant site (together, the “Land”). The lease shall be valid and effective from 1 January 2018 and expire on 1 January 2022, after which it shall automatically renew on the same terms for successive periods of four years, up to 29 November 2057. The use of the Land shall be for such purposes required for ADP's operations as per its industrial licence. During the term, rent shall not be payable in relation to the Land, other than in respect of the Borouge 4 plant site on the date falling three years from the date on which ADNOC and Borealis make their positive FID with respect to the development of Borouge 4, which was on 1 January 2022. The rent payable for the Borouge 4 plant site is subject to increase by two per cent (2%) per annum, with the first increase applying on 1 January 2026.

In order to facilitate the carve-out of Borouge 4, ADP has sub-leased the portion of the Land comprising the Borouge 4 plant site to B4 LLC and granted B4 LLC non-exclusive rights of access to all other areas of the Borouge site. The terms of such sub-lease are on substantially identical terms to the terms of the above described land lease.

Land Lease Agreement in relation to Innovation Center

ADNOC and ADP entered into an agreement for the lease of a plot of land comprising the Innovation Center Site (the “Site”). The lease shall be valid and effective from 1 January 2018 and expire on 1 January 2022, after which it shall automatically renew on the same terms for successive periods of four years, up to 29 November 2057. The use of the Site shall be for such purposes required for ADP's operations as per its industrial licence. During the term, rent shall not be payable in relation to the Site, other than in respect of the Innovation Center Site from 1 January 2022. The rent payable for the Innovation Center Site is subject to increase by six point six three per cent (6.63%) per annum, with the first increase applying on 1 January 2023.

Corporate Services Agreement

Following Listing, ADP may enter into a corporate services agreement with ADNOC which is expected to be in the first quarter of 2023. The agreement shall set out the terms, conditions and pricing for ADNOC to provide certain corporate services to ADP, and if requested by ADP, certain additional services to ADP. The corporate services include (among other things): communication services, HSE services, legal services, insurance services, and IT services. The additional services include (among other things): corporate governance; finance, treasury and accounting; tax; human resources; logistics; procurement; and general management and administrative services.

The Group’s Financing Arrangements

Commercial Term Facility Agreement

Overview

The Commercial Term Facility Agreement provides a term loan facility to ADP for USD 3,650,000,000 from the Lenders (as defined therein). The agreement was entered into on 19 December 2021.

Purpose

The purpose of the amounts utilised under this loan shall be for ADP’s general corporate purposes (which shall include, but shall not be limited to, operating expenditure, capital expenditure, the payment of dividends and the payment of transaction costs associated with this facility).

Borrowers

Amount and repayment of borrowings

The total amount made available to ADP under this facility is USD 3,650,000,000 and ADP may make a utilization request under this facility provided that: (a) in doing so, ADP would not have more than 10 loans outstanding from the Lenders; (b) no event of default is continuing or would result from the proposed utilization; and (c) certain representations remain true in all material respects which shall include warranties as to ADP’s status, authority and compliance with anti-money laundering laws and regulations. The minimum amount of any proposed loan pursuant to a utilization request must be a minimum of USD 5,000,000 (unless the available remaining facility is less than such amount).

All loans utilized by ADP shall be repaid in on the date which is five years from the date the agreement was entered into (being 19 December 2026) (the “Termination Date”).

Mandatory prepayment

In addition to the potential for certain loans to be made immediately due and repayable upon a change of control of ADP (as set out below), upon the occurrence of an event of default (which is further elaborated upon below) which is continuing, the facility agent may and shall, if so directed by the Lenders whose aggregate commitments total more than 66⅔% of the total outstanding commitments, serve notice upon ADP declaring that either (i) all or part of the loans (together with accrued interest) shall be immediately due and payable; or (ii) that all or part of the loans be payable on demand.

Interest rates

The interest rate on a loan is the percentage rate per annum rate calculated by the aggregate of the applicable margin (being 0.9% per annum) and LIBOR. ADP shall pay interest on a loan on the last day of each interest period (which may be a period of one, three, six or twelve months, provided that the interest period does not extend beyond the Termination Date).

Change of control

If the Government of Abu Dhabi ceases to have a direct or indirect ownership of more than 50% of the issued share capital of ADP then ADP is obliged to notify the facility agent promptly, a Lender is not obliged to fund any utilisation request and a Lender may also cancel their commitments and declare all outstanding loans in favour of them immediately due and payable.

Events of default

The facility agreement sets out various events of default, which includes but is not limited to the following situations:

ADP does not pay any amount payable in accordance the facility, a fee letter or any other document designated a “Finance Document” by the facility agent and ADP (a “Finance Document”) unless the payment is made within five business days of its due date.

Any representation or written statement made by ADP in the Finance Documents proves to be incorrect or misleading in a material respect when made unless the circumstances giving rise to such misrepresentation are remedied within 20 business days of the earlier of: (i) the facility agent giving notice to ADP of such misrepresentation or (ii) ADP becoming aware of the misrepresentation.

Any financial indebtedness (which shall include, but is not limited to, any indebtedness in respect of: (i) moneys borrowed; (ii) any acceptance under any acceptance credit facility or dematerialised equivalent; or (iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument) of ADP is:

o not paid when due (subject to the expiry of any applicable notice or grace period); and/or

o declared to be or otherwise becomes due and payable prior to its specified maturity (subject to the expiry of any applicable notice or grace period) pursuant to an event of default (howsoever described,

provided that there shall be no event of default under the Commercial Term Facility Agreement in respect of the above limbs where the aggregate amount of such financial indebtedness is less than USD 250,000,000 (or its equivalent in other currencies).

Insolvency of ADP.

Revolving Facility Agreement (“RCF”)

Overview

The RCF provides a revolving loan facility to ADP for USD 500,000,000 from the Lenders (as defined therein). The agreement was entered into on 19 December 2019.

Purpose

Borrowers

The total amount made available to ADP under this facility is USD 500,000,000 and ADP may make a utilization request under this facility provided that: (a) in doing so, ADP would not have more than 10 loans outstanding from the Lenders; (b) where the utilization is in respect of a Rollover Loan (as defined therein), no event of default which has resulted in a notice being served by the facility agent is continuing; and (c) where the utilization is in respect of a loan which is not a Rollover Loan (i) no event of default is continuing or would result from the proposed utilization; and (ii) certain representations remain true in all material respects which shall include warranties as to ADP’s status, authority and compliance with anti-money laundering laws and regulations. The minimum amount of any proposed loan pursuant to a utilization request must be a minimum of USD 5,000,000 (unless the available remaining facility is less than such amount).

ADP shall repay each loan on the last day of the loan’s interest period (which may be a period of one, three, six or twelve months (or such other time agreed by ADP and the facility agent (acting on behalf of the Lenders)), provided that the interest period does not extend beyond the Termination Date).

In addition to the potential for certain loans to be made immediately due and repayable upon a change of control of ADP (as set out below), upon the occurrence of an event of default (which is further elaborated upon below) which is continuing, the facility agent may and shall, if so directed by the Lenders whose aggregate commitments total more than 66⅔% of the total outstanding commitments, serve notice upon ADP declaring that either (i) all or part of the loans (together with accrued interest) shall be immediately due and payable; or (ii) that all or part of the loans be payable on demand.

Interest rates

The interest rate on a loan is the percentage rate per annum rate calculated by the aggregate of the applicable margin (being 0.8% per annum) and LIBOR. ADP shall pay interest on a loan on the last day of each interest period (and if the interest period is longer than six months, interest shall be paid on the dates falling at six monthly intervals after the first day of the interest period).

Change of control

If ADNOC ceases to have a direct or indirect ownership of more than 50% of the issued share capital of ADP then ADP is obliged to notify the facility agent promptly, a Lender is not obliged to fund any utilisation request and a Lender may also cancel their commitments and declare all outstanding loans in favour of them immediately due and payable.

Events of default

ADP does not pay any amount payable in accordance the facility, a fee letter or any other document designated a “Finance Document” by the facility agent and ADP (a “Finance Document”) unless the payment is made within five business days of its due date.

Any representation or written statement made by ADP in the Finance Documents proves to be incorrect or misleading in a material respect when made unless the circumstances giving rise to such misrepresentation are remedied within 20 business days of the earlier of: (i) the facility agent giving notice to ADP of such misrepresentation or (ii) ADP becoming aware of the misrepresentation.

Insolvency of ADP.

Murabaha Agreement

Overview

The Murabaha Agreement provides a a term murabaha facility to ADP for USD 350,000,000 from Abu Dhabi Islamic Bank PJSC. The agreement was entered into on 19 December 2021.

Purpose

Borrowers

The total amount made available to ADP under this facility is USD 350,000,000 and ADP may make a notice of request to purchase (a “Purchase Notice”) under this facility provided that: (a) in doing so, no more than ten Facility Contracts (as defined therein) would be in effect at any one time; (b) no event of default is continuing or would result from the proposed Facility Contract; and (ii) certain warranties remain true in all material respects which shall include warranties as to ADP’s status, authority and compliance with anti-money laundering laws and regulations. The minimum amount requested under a Purchase Notice must be a minimum of USD5,000,000 (unless the available remaining facility is less than such amount).

In addition to the potential for early repayment upon a change of control of ADP (as set out below), upon the occurrence of an event of default (which is further elaborated upon below) which is continuing, the investment agent may and shall, if so directed by the Majority Participants (as defined therein), serve notice upon ADP declaring that either (i) all or part of the Deferred Payment Prices (being the Purchase Price and the Margin Profit Amount under a Facility Contract) and all other amounts unpaid under the Finance Documents be immediately due and payable; or (ii) that all or part of the Deferred Payment Prices be payable on demand.

Payment of profit

ADP shall pay a Margin Profit Instalment Amount (calculated in accordance with the terms of the Murabaha Agreement) for each Facility Contract on the last business day of a Murabaha Transaction Period (which will be for success period of three months or, if notified by ADP to the investment agent not less than two business days before the first day of the Murabaha Transaction Period, a period of one, three, six or twelve months).

Change of control

If the Government of Abu Dhabi ceases to have a direct or indirect ownership of more than 50% of the issued share capital of ADP then ADP is obliged to notify the investment agent promptly, the investment agent is not obliged to enter into a Murabaha Contract other than a Periodic Contract (as defined therein) and a Participant (as defined therein) may also cancel their commitments and require early payment under each outstanding Murabaha Contract.

Events of default

ADP does not pay any amount payable in accordance with, but not limited to, the facility, a fee letter or any other document designated a “Finance Document” by the facility agent and ADP (a “Finance Document”) unless the payment is made within five business days of its due date.

Any representation or written statement made by ADP in the Finance Documents proves to be incorrect or misleading in a material respect when made unless the circumstances giving rise to such misrepresentation are remedied within 20 business days of the earlier of: (i) the investment agent giving notice to ADP of such misrepresentation or (ii) ADP becoming aware of the misrepresentation.

Insolvency of ADP.

Fourth Section: Other details

1. Mechanism for adopting a governance system in the Company

The Board of Directors is committed to standards of corporate governance that are in line with international best practice. As at the date of this Prospectus, Borouge complies, and intends to comply, with the corporate governance requirements of the ADX listing rules.

In this respect, the ADX listing rules provide for the SCA Governance Guide to apply to all entities listed on the ADX. However, in the case of companies such as Borouge which are incorporated in UAE free zones, the application of the SCA Governance Guide is subject to such exemptions and modifications as the ADX may approve. Borouge is currently assessing where exemptions and modifications may be required and will, in due course, apply to the ADX for the required exemptions to be granted as contemplated by the ADX listing rules. The Board of Directors has also adopted a governance and board composition policy, which includes various principles applicable to the make-up of the Board, including that there must be at least one female director. In this Prospectus, the corporate governance rules applicable to Borouge (taking into account the exemptions referred to above) and the governance and board composition policy are collectively referred to as the "Governance Rules").

2. The Company’s proposed management structure

Company’s Board structure

The Board consists of 11 Directors, all of whom are Non-Executive Directors and 7 of whom are independent Directors.

Name Year of birth Position Year

appointed

H.E. Dr. Sultan Al Jaber* 1973 Chairperson (Independent Member) 2022

Thomas Gangl 1971 Vice Chairperson 2022 Khaled Salmeen* 1973 Director (Independent Member) 2022 Abdulaziz Alhajri* 1963 Director (Independent Member) 2022 Khaled Al Zaabi* 1985 Director (Independent Member) 2022 Omar Al Farsi* 1984 Director (Independent Member) 2022

Tasnim Ahnaish* 1987 Director (Independent Member) 2022 Mark J. S.Tonkens 1962 Director 2022 Philippe René M.

Roodhooft 1963 Director 2022 Thomas Michael

Boesen 1968 Director 2022 Roger William

Brown* 1962 Director (Independent Member) 2022

*Denotes that the Director is considered independent under the Governance Rules.

The management expertise and experience of each of the Directors is set out below:

H. E. Dr. Sultan Ahmed Al Jaber – Chairperson

His Excellency Dr. Sultan Ahmed Al Jaber shall continue to be the Chairperson of ADP and was appointed as the Chairperson of the Company as of the establishment of the Company. H.E. Dr. Sultan Ahmed Al Jaber has served as Group Chief Executive Officer and Managing Director of ADNOC since February 2016. Prior to taking on the leadership position at ADNOC, H.E. Dr. Sultan Ahmed Al Jaber served as Chief Executive Officer of the Energy platform, of Mubadala Development Company. H.E. Dr. Sultan Ahmed Al Jaber is a member of the UAE Federal Cabinet and the UAE’s special envoy for climate change. From 2013 until July 2020, H.E. Dr. Sultan Ahmed Al Jaber served as the UAE Minister of State and in July 2020, H.E. Dr. Sultan Ahmed Al Jaber was named the Minister of Industry and Advanced Technology. He also holds several additional leadership roles and advisory positions and counsels on issues related to Energy, Economics, Strategic Communications and Sustainable Development. In July

2020, H.E. Dr. Sultan Ahmed Al Jaber was appointed Chairman of Emirates Development Bank, a key partner in providing financial services for the sustainable economic and social development of the UAE. In November 2020, H.E. Dr. Sultan Ahmed Al Jaber was appointed as the UAE’s special envoy for climate, a role he previously served from 2010 to 2016. In December 2020, H.E. Dr. Sultan Ahmed Al Jaber was appointed as a board member to the Abu Dhabi Supreme Council for Financial and Economic Affairs.

H.E. Dr. Sultan Ahmed Al Jaber is an active member of the Emirates Diplomatic Academy Board of Trustees, and Chairman of the Board of Trustees of the Mohamed bin Zayed University of Artificial Intelligence and holds a Ph.D. in Business and Economics from Coventry University, UK, an MBA from California State University, USA, and a BSc in Chemical and Petroleum Engineering from the University of Southern California, USA. : H.E. Dr. Sultan Ahmed Al Jaber holds a number of positions on the boards of directors of several public joint stock companies in the state.

Mr. Thomas Gangl – Vice Chairperson

Mr. Thomas Gangl was appointed as Vice-Chairman of the Board as of the establishment of the Company. Mr. Gangl was appointed as Chief Executive Officer of Borealis AG in April 2021 and has previously served as a member of the supervisory board of Borealis AG. From 2019 to April 2021, Mr. Gangl was Executive Board Member of OMV, responsible for Refining & Petrochemical Operations at OMV. With more than 20 years of experience at OMV, Thomas Gangl has not only played a significant part in shaping OMV’s refining and petrochemicals business but was also responsible for establishing chemical recycling and thereby laying the foundation for OMV’s circular economy strategy. Mr. Gangl began his OMV career in 1998 as a process engineer at the Schwechat refinery. In 2011, Mr. Gangl became General Manager of OMV Deutschland GmbH and Site Manager in Burghausen, Germany. In 2014, Mr. Gangl was appointed as Site Manager in Schwechat and 2016 he took over the role as Senior Vice President of the Business Unit Refining & Petrochemicals with responsibility for all three OMV refineries.

Mr. Gangl studied process engineering at the Vienna University of Technology in Vienna, Austria, and mechanical engineering at the University of Salford in Manchester, United Kingdom.

Mr. Khaled Salmeen - Director

Mr. Khaled Salmeen shall continue to be the Chairperson of PTE’s board of directors and was appointed as a member of the Board of Directors as of the etablishment of the Company. Mr. Salmeen is the Executive Director of Downstream Industry, Marketing and Trading at ADNOC. In this role he leads ADNOC’s Trading and Supply functions, as well as its Downstream and Industry operations. This includes the growth of its existing refining and petrochemicals business, development of TA’ZIZ, a globally competitive industrial eco-system in Ruwais that will support Abu Dhabi and the UAE’s industrial growth ambitions, and ADNOC’s evaluation of new business opportunities within Hydrogen. Mr. Salmeen is also responsible for ADNOC’s strategic overseas storage and enhancing the company’s global presence through ADNOC Marketing International. Previously, he served as Chief Executive Officer of Khalifa Industrial Zone Abu Dhabi, Chairman of Abu Dhabi Terminals, and Chief Operating Officer of Tabreed (National Central Cooling Company). He also led ADNOC’s transformation efforts in the capacity of Program Management Office Director from 2016 to 2017, during a period of significant transformation for the ADNOC group.

In addition to his role as Executive Director of Downstream Industry, Marketing and Trading at ADNOC, Mr. Salmeen is a member of the board of directors of Fertiglobe plc, Abu Dhabi Marine Business and Services Company PJSC, Abu Dhabi Oil Refining Company (Takreer), ADNOC Gas Processing, ADNOC LNG, ADP, ADNOC Global Trading and Abu Dhabi National Oil Company for Distribution PJSC. He is also the chairman of PTE, ADNOC Trading, TA’ZIZ, Abu Dhabi Gas Distribution and National Gas Shipping Company Limited. He holds a Bachelor of Science Degree in Engineering from the Colorado School of Mines in the United States and an Executive MBA from INSEAD.

Mr. Abdulaziz Abdulla Alhajri – Director

Mr. Abdulaziz Abdulla Alhajri was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Alhari was the Executive Director of Downstream at ADNOC from May 2016 until his retirement in April 2021. From 2016 to 2021, Mr. Alhajri served as chairman of the

board of directors of PTE. From 2007 to 2016, Mr. Alhajri was the Chief Executive Officer of ADP. Mr. Alhajri currently serves as a member of the board of directors of Abu Dhabi Oil Refining Company (Takreer), Abu Dhabi National Oil Company for Distribution PJSC, ADP and Arkan Building Materials PJSC. Mr. Alhajri holds a Bachelor’s Degree of Science in Chemical Engineering from the University of Texas in the United States.

Mr. Khaled Mohamed Abdulla Alalkeem Al Zaabi – Director

Mr. Khaled Mohamed Abdulla Alalkeem Al Zaabi was appointed as a member of the Board of Directors as of the establishment of the Company. Mr Al Zaabi is the current Acting Group Chief Financial Officer of ADNOC. Mr. Al Zaabi previously served as the Senior Vice President of the Financial Planning, Reporting & Group Performance Management function of ADNOC from February 2021 to December 2021, and as the Senior Vice President of the Financial Planning, Budgeting & Reporting function of ADNOC from January 2020 to January 2021. He also serves as a member of the Board of Directors of ADNOC Group Treasury Services Limited, ADNOC Oil Pipelines LLC, ADNOC Gas Pipeline Assets LLC, Abu Dhabi Oil Refining Company (Takreer), ADNOC Trading LTD, as well as a committee member on several ADNOC-affiliated companies. Mr. Al Zaabi holds a Bachelor’s Degree in Finance from Deakin University, Victoria, Australia.

Mr. Omar Al Farsi – Director

Mr. Omar Al Farsi was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Al Farsi is the current Senior Vice President Accounting, Strategy Reporting and Tax at ADNOC. Previously, Mr. Al Farsi served as the Senior Vice President Financial Policies, Systems and Controls at ADNOC from May 2020 to February 2021 and the chief financial officer of Emirates Defence Industries Company PJSC from February 2015 to April 2020. Prior to that, Mr. Al Farsi was a Director of Finance and Director of Supply within the Mubadala group. Mr. Al Farsi holds a Bachelor’s Degree of Science in Computer Science (with a Business specialisation) and a Master’s Degree in Professional Accounting from Seattle University. Mr. Al Farsi is also a certified public account from the State of Washington, USA.

Ms. Tasnim Ahnaish – Director

Ms. Tasnim Faraj Abdulla Ahnaish was appointed as a member of the Board of Directors as of the establishment of the Company. Ms. Ahnaish is currently Vice President of ADNOC’s Value Chain Optimisation & Analytics function. Ms. Ahnaish previously served as a Manager of ADNOC’s Value Chain Optimisation & Analytics function from January 2019 to June 2020 and various roles such as a Principle Research Investigator at Standards and Technology Division, Research and Development and Environmental Engineer at Standards and Technology Division, Environmental and Energy Efficiency Department at ADNOC Gas Processing from November 2012 to December 2017 which included a three month secondment to TotalEnergies in 2016. In addition, between 2012 to 2014, she worked as an Operations and Environmental Engineer at ADNOC Gas Processing in its Ruwais and Habshan plants and responsible for leading and executing ADNOC's digitization scope of work. Ms. Ahnaish holds a Bachelor of Science degree in Chemical Engineering from the American University of Sharjah, United Arab Emirates, a Masters of Law in International Law and Sustainable Development from the Sorbonne University, United Arab Emirates and an Executive Master of Business Administration degree from Cambridge University, United Kingdom.

Mr. Mark J. S. Tonkens – Director

Mr. Mark J. S. Tonkens was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Tonkens joined Borealis AG in 2009 and has been the Chief Financial Officer since November 2014. Before that, Mr. Tonkens was the Senior Vice President of Group Controlling. Before joining Borealis, Mr. Tonkens held a number of senior management roles in the Royal Philips group, including as Chief Financial Officer and Senior Vice President of various major global Business Units or Country Organisations located from the Netherlands and Greece in Europe to Taiwan and Hong Kong in Asia.

Mr. Tonkens has a Master of Science degree in Business Economics and a post graduate Chartered Accountant (Register accountant) degree from the University of Groningen in the Netherlands.

Mr. Philippe René M. Roodhooft – Director

Mr. Philippe Roodhooft was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Roodhooft was appointed Executive Vice President Joint Ventures and Growth Projects of Borealis AG in January 2018. From 2013 to 2017, Mr. Roodhooft was Chief Operating Officer of ADP. Between 2007 and 2013, Mr. Roodhooft held several senior management positions within Borealis, including as General Manager for the Central European production sites, Senior Vice President Operations for the Borealis group of companies and Senior Vice President Supply Chain and Product Management for Polyolefins.

Mr. Roodhooft holds a Master’s degree Cum Laude in Applied Science from the “Katholieke Universiteit Leuven”, Belgium, with a specialisation in Production Management and Electro Mechanical Engineering.

Mr. Thomas Michael Boesen – Director

Mr. Thomas Boesen was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Boesen was appointed Vice President Middle East and Asia of Borealis AG in May 2018. Prior to this role, Mr. Boesen was Chief Financial Officer and Senior Advisor with responsibility for strategy in Borouge. Mr. Boesen first joined Borealis in 1994 and has since held several roles including Director of Business Planning & Analysis, Director of Decision Support, Business Development Manager of Innovation and Middle East Asia, eBusiness Project Manager and Business Unit Controller of Engineering Applications. Mr. Boesen was seconded by Borealis to Borouge from 2005 to 2008 and again from 2011 to 2018.

Mr. Boesen holds a Master’s degree in Economics and Business Administration from Copenhagen Business School, Denmark with specialisation in Finance, Accounting and International Business.

Mr. Roger Brown – Director

Mr. Roger Brown was appointed as a member of the Board of Directors as of the establishment of the Company. Mr. Brown is currently the Executive Vice President of Downstream & Asset Management at ADNOC. Prior to joining ADNOC in March 2022, Mr. Brown was the Chief Executive Officer of Varo Energy. Prior to that, Mr. Brown had senior roles at BP and Klesch Petroleum. During his career, which exceeds 35 years, Mr. Brown has worked across the downstream value chain in Europe, North America, Asia and the Middle East.

Mr. Brown holds a degree of Engineering Science & Technology from Loughborough University, England.

Senior Management

In addition to the members of the Board of Directors, the day-to-day management of the Company’s operations is conducted by its senior management team, as follows:

Name Year of

birth Position Date of

appointment

Hazeem Sultan Al Suwaidi 1975 Chief Executive Officer 10 May 2022

Saeed Sultan Al Dhaheri 1974 Chief Financial Officer 10 May 2022

Louis Roland R. Desal 1960 Chief Operating Officer 10 May 2022

Rainer Hoefling 1965 Chief Marketing Officer 10 May 2022

The management expertise and experience of each of the senior management team is set out below.

Hazeem Sultan Al Suwaidi – Chief Executive Officer

Mr. Hazeem Sultan Al Suwaidi has been the Chief Executive Officer of ADP since January 2020 and has been appointed as the Chief Executive Officer of the Company. He has been leading the company’s production activities, boosting its growth projects and contributing to developing the UAE’s petrochemicals industry From 2017 to 2020, Mr. Al Suwaidi was the CEO of Ruwais Fertilizer Industries LLC (Fertil), where he played a pivotal role in growing the business regionally and internationally and successfully transformed it into a high performing, market-facing and people centered company. Before moving to Fertil in 2017, Mr. Al Suwaidi was the Senior Vice President Regional Sales MEA at Borouge Pte, where he successfully secured a strong market position for Borouge's products in the MEA Region with strong commercial performance during the high growth period of Borouge 3 capacity ramp up.

Mr. Al Suwaidi holds a Bachelor’s Degree with honours in Business Administration majoring in Marketing from the California State University of San Bernardino, United States of America. He is currently a Board Member of the Gulf Petrochemicals and Chemicals Association (GPCA).

Saeed Sultan Al Dhaheri – Chief Financial Officer

Mr. Saeed Sultan Al Dhaheri has been the Chief Financial Officer of ADP since April 2018 and has been appointed as the Chief Financial Officer of the Company. Mr. Al Dhaheri has more than 22 years of experience in the oil and gas industry and was formerly the Chief Financial Officer of a number of ADNOC Group companies, including ADNOC Gas Processing, ADNOC Drilling PJSC and ADNOC Industrial Gases. Mr. Al Dhaheri is currently a member of the ADNOC Gas Processing audit committee and was previously a member of the audit committees of ADNOC L&S, ADNOC Offshore and Abu Dhabi Water & Electricity Company.

Mr. Al Dhaheri holds a Bachelor of Science Degree in Business Studies from the University of Colorado, USA and an Executive MBA with Distinction from Zayed University, UAE. He is a Chartered Global Management Accountant (CGMA) from the Association of International Certified Professional Accountants and a Certified Manager from the Institute of Certified Professional Managers.

Louis Roland R. Desal – Chief Operating Officer

Mr. Louis Roland R. Desal has been the Chief Operating Officer of ADP since November 2017 and has been appointed as the Chief Operating Officer of the Company. Prior to joining ADP, Mr. Desal spent over 27 years in operations with Borealis. During his time at Borealis, Mr. Desal held various positions including HSE Manager responsible for the Belgian production locations, head of the Process Safety Leadership team for the European locations of the Borealis Group, and Senior Vice President of Operations Base Chemicals where he was responsible for the Hydrocarbon and Fertilizer production units at different locations in Europe.

Mr. Desal holds a Master’s degree in Chemical Engineering from Belgium in 1982 and an Executive Master’s degree in Business Administration (MBA) from Austria in 2010.

Rainer Hoefling – Chief Marketing Officer

Mr. Rainer Hoefling has been the Chief Executive Officer of PTE since November 2021 and has been appointed as the Chief Marketing Officer of the Company. Mr. Hoefling joined Borealis in 2007 as Director of the Melamine Business Unit. Mr. Hoefling served as the Chief Executive Officer of Borealis’ fertilizers, melamine and technical nitrogen business from October 2018 to November 2021 and was appointed as interim Executive Vice President Polyolefins and Innovation and Technology in April 2018.

Mr. Hoefling holds a Master of Science in Plastic Engineering from the University of Applied Sciences Würzburg, Germany, and a Master of Business Administration from the University of Toronto, Canada.

Group Structure Chart

Please refer to Annex 5.

Employment positions held by members of the senior management of the Company within any of the Company’s subsidiaries and/or other public joint stock companies in the UAE

Mr. Hazeem Sultan Al Suwaidi is the chief executive officer of ADP.Mr. Saeed Sultan Al Dhaheri is the chief financial officer of ADP.

Mr. Louis Roland R. Desal is the chief operating officer of ADP.

Mr. Rainer Hoefling is the chief executive officer of PTE.

Employment positions held by Board members within any of the Company’s subsidiaries and/or other public joint stock companies in the UAE

H.E. Dr. Sultan Ahmed Al Jaber is the Managing Director and Chief Executive Officer of ADNOC.

Mr. Khaled Salmeen is the Executive Director of Downstream Industry, Marketing and Trading at ADNOC.

Mr. Khaled Mohamed Abdulla Alalkeem Al Zaabi is the current Acting Group Chief Financial Officer of ADNOC.

Mr. Omar Al Farsi is the Senior Vice President Accounting, Strategy Reporting and Tax at ADNOC.

Ms. Tasnim Faraj Abdulla Ahnaish is Vice President of ADNOC’s Value Chain Optimisation & Analytics function.

Conditions of eligibility and election of the Board

Board members will be elected by the shareholders in a general meeting by using the cumulative voting system set out in the Articles of Association. The Board of Directors listed at section 4.2 above was appointed by the Selling Shareholders for a period of 3 years commencing from the date of Listing. Board members may serve any number of consecutive terms.

If a position becomes vacant during the term of the Board, then a replacement may be appointed in accordance with the provisions of the Company’s Articles of Association. Any such replacement shall serve the remaining term of the director who vacated her or his or her position.

Director’s competencies and responsibilities

The principal duties of the Board are to provide the Company’s strategic leadership, to determine the fundamental management policies of the Company and to oversee the performance of the Company’s business. The Board is the principal decision-making body for all matters that are significant to the Company, whether in terms of their strategic, financial or reputational implications. The Board has final authority to decide on all issues save for those which are specifically reserved to the general meeting of Shareholders by law or by the Company’s Articles of Association.

The key responsibilities of the Board include:

determining the Company’s strategy, budget and structure;

approving the fundamental policies of the Company;

implementing and overseeing appropriate financial reporting procedures, risk management policies and other internal and financial controls;

proposing the issuance of new shares and any restructuring of the Company;

appointing executive management;

determining the remuneration policies of the Company and ensuring the independence of Directors and that potential conflicts of interest are managed; and

calling Shareholder meetings and ensuring appropriate communication with Shareholders.

The business address of each of the Directors is Part of Level 28, Level 28, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

3. Board Committees

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 Governance Rules) and an Executive Committee. If the need should arise, and subject to the Articles of Association, the Board may set up additional committees as appropriate. In accordance with the Governance Rules, the Chairperson is not permitted to be a member of either the Audit Committee or the Nomination and Remuneration Committee.

Our Articles of Association state that the composition of the Audit Committee and the Nomination and Remuneration Committee will be as specified in the relevant terms of reference adopted by the Board of Directors from time to time, and that the membership of the Executive Committee will reflect, as closely as possible and also on a proportional basis, representation of the larger director groups on our Board. The director groups are determined in accordance with Borouge’s Articles of Association and, broadly, allocate each director to a group depending upon the identity of the shareholder who cast the most votes for that director when he or she was elected. Further details are set out in the Articles of Association.

The table below sets forth the membership on each of the committees of the Board as of the date of the Listing.

A high-level overview of the mandate of each of these committees, as at Listing, is set out below.

Audit Committee

The Audit Committee will assist the Board in discharging its responsibilities relating to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of our financial statements, reviewing and monitoring the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the relationship with our external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of our internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board. The Audit Committee will give due consideration to the applicable laws and regulations of the UAE, the ADGM, the SCA and the ADX.

The Audit Committee Terms of Reference to be adopted prior to Listing will require that the Audit Committee must comprise 6 members. At least 3 members of the Audit Committee must be Non-Executive Directors (of whom at least 2 must be independent). In addition, at least one member is required to have practical audit, finance or accounting experience. The Audit Committee will be chaired by one of the independent members and will include other members elected by the Board from time to time. The members of the Audit Committee will be appointed in accordance with the relevant terms of reference. The Audit Committee will meet not less than four times per year. All members of the Audit Committee will be required to comply with the Group’s information sharing protocol which sets out guidelines on matters relating to the sharing of material non-public information and insider trading.

Committee Member

Audit Committee

Nomination and Remuneration

Committee

Executive Committee

Khaled Salmeen x Khaled Al Zaabi x Roger Brown x x Tasnim Ahnaish x x Ahmed K. Matar Abujarad

Omar Al Farsi x x x Ayesha Al Hammadi x x Thomas Boesen Philippe Roodhooft Mark Tonkens x x

The Audit Committee will take appropriate steps to ensure that the Company’s external auditors are independent of the Company as required by applicable law.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee will assist the Board in setting and overseeing the nomination and remuneration policies in respect of the Board, any committees of the Board and senior management. In such capacity, it is responsible for evaluating certain matters relating to Borouge’s executive management, evaluating the balance of skills, knowledge and experience of the Board and committees of the Board and, in particular, monitoring the independent status of the independent Directors. In addition, and subject to the Articles, the Nomination and Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration and decisions on certain of the Group’s human capital policies, setting the over arching principles, parameters and governance framework of our remuneration policy and overseeing remuneration and benefits packages.

The Board will delegate to the Nomination and Remuneration Committee decisions in relation to the appointment, removal and replacement of personnel reporting directly to the Company’s chief executive officer, senior vice-presidents of the Group and management personnel reporting directly to the Group’s senior vice-presidents.

The Nomination and Remuneration Committee Terms of Reference to be adopted prior to Listing will require that the Nomination and Remuneration Committee must comprise 4 members. At least 3 of the members of the Nomination and Remuneration Committee will need to be Non-Executive Directors (of whom at least 2 will need to be independent), in each case within the meaning of those terms in the Governance Rules. The chairperson of the Nomination and Remuneration Committee will need to be chosen from amongst the independent committee members. The members of the Nomination and Remuneration Committee will be appointed in accordance with the Articles of Association. The Nomination and Remuneration Committee will meet at least 4 times per year, and otherwise from time to time based on the Company’s requirements. All members of the Nomination and Remuneration Committee will be required to comply with the Group’s information sharing protocol which sets out guidelines on matters relating to the sharing of material non-public information and insider trading.

Executive Committee

The Executive Committee assists the Board in discharging its responsibilities, including in relation to the Company’s commercial performance. The Board has delegated to the Executive Committee approval of related party transactions, however certain related party transactions do not require such approval (including transactions entered into pursuant to the related party agreements already existing on the date of this Prospectus which are described in “Related Party Transactions”). Decisions regarding related party transactions are generally taken by way of a vote of non-conflicted committee members, although in certain circumstances all members of the Executive Committee will be entitled to vote (these matters include (without limitation)) related party transactions entered in relation to any proposed acquisition of the business or assets, or any proposed acquisition of any shares in the capital of B4 LLC, the purchase of polyolefin technology licences, certain research and development matters and certain other ordinary course transactions). Along with related party transactions, various other decisions have been reserved to the Executive Committee, including the approval, amendment or termination of Group policies relating to finance, budget and business planning, procurement, investment and business continuity. The Executive Committee will also receive information and reporting relating to the business and operations of the Group. All members of the Executive Committee will be required to comply with the Group’s information sharing protocol which sets out guidelines on matters relating to the sharing of non-public confidential information and insider trading.

The Executive Committee Terms of Reference require that the Executive Committee must comprise 5 members. The Executive Committee will meet once a month.

4. Articles of Association

The full text of the Articles of Association of the Company is annexed to the Prospectus.

5. Legal matters

The following is a summary of the legal matters that will apply to the Company following its Listing. The legal matters listed below must be read in light of the provisions of the Company’s Articles of Association (which are set out in Annex 2 of this Prospectus).

Articles of Association

The following is a summary of selected rights under our Articles and the Companies Regulations and the rules and regulations that will apply to the Company following Listing.

In this Prospectus, the “Sunset Date” has the meaning given in the Company’s Articles of Association

Share capital

In the following description of the rights attaching to the Shares, a holder of Shares and a shareholder is, in both cases, the person registered in the Company’s register of shareholders as the holder of the relevant shares.

Without prejudice to any rights attached to any existing shares, and subject to the other provisions of the Articles (including the board and shareholder supermajority matters referred to below), the Company may issue shares with such rights or restrictions as determined by either the Company by ordinary resolution or, if the Company passes a resolution to so authorise them, by the Board. Subject to the other provisions of the Articles, the Company may also issue shares which are to be redeemed, or are liable to be redeemed, at the option of the Company or the holder and the Board may determine the terms, conditions and manner of redemption of any such shares.

Share register

Upon Listing on the ADX, the Shares will be dematerialized and the share register will be maintained by the ADX.

The Shares may be sold, transferred, or otherwise disposed of in accordance with the provisions of the Articles and the applicable regulations for selling, purchasing, clearing, settling and recording.

Deceased shareholders

In the event of a death of a shareholder, the persons entitled to that shareholders’ shares shall be entitled to choose to become a holder of the shares or to transfer to them to another person and, after being registered as a shareholder in accordance with the Articles, shall have the same rights as a shareholder as the deceased shareholder had in relation to such Shares, subject to the Articles of Association and pending any transfer of shares to another person. The estate of the deceased shareholder shall not be exempted from any outstanding obligation relating to any Share held by them at the time of death.

Any person who becomes entitled to rights to Shares as a result of the death or bankruptcy of any shareholder, or pursuant to an attachment order issued by any competent court of law, should:

o produce evidence of such right to the Board; and

o select either to be registered as a shareholder or to nominate another person to be registered as a shareholder of the relevant Share(s).

Changes in share capital

Save as set forth below under “General Meetings—Shareholder Supermajority Matters” and “Directors—Board Supermajority Matters” the provisions of the Articles governing the conditions under which the Company may alter its share capital are no more stringent than the conditions imposed by the Companies Regulations.

Pre-emption rights on new issues of shares

Any issue of new Shares for cash must first be offered to the existing shareholders for subscription, in proportion to their existing shareholdings, before being offered to any third-party. As noted below under “General Meetings—Shareholder Supermajority Matters”, prior to the Sunset Date any changes to the Company’s share capital require the approval of Shareholders representing at least 75% of the total issued share capital of the Company in order for them to be approved (this will also not override any higher threshold which may apply under the Companies Regulations). In circumstances where the shareholders grant a general (rather than a specific) authority to the Board to allot shares, decisions of the directors relating to any such allotment will require board supermajority approval as referred to below.

Dividends

Subject to the other provisions of the Articles of Association (including the board and shareholder supermajority matters referred to below), the Company may declare dividends to be paid to its shareholders. However, no dividend shall be declared unless it has been recommended by the Board of Directors and does not exceed the amount recommended by the Board of Directors. Any distribution will, prior to the Sunset Date, require shareholder supermajority approval before it can be effected.

Transfer of Shares

The Shares offered pursuant to this Prospectus shall be held in dematerialized form in a shareholder registry maintained by ADX and transfers shall be governed by and shall comply with the regulations applicable to companies listed on ADX. The Shares may be sold, transferred, pledged or otherwise disposed of in accordance with the Articles. Transfers made other than in accordance with the Articles shall be void.

General Meetings

Annual general meeting

An annual general meeting shall be held in each period of 6 months beginning with the day following the Company’s accounting reference date, at such place or places (including electronic platforms), date and time as may be decided by the directors.

Convening of general meetings

The directors may, whenever they think fit, call a general meeting. The directors are required to call a general meeting once the Company has received requests from its members to do so in accordance with the Companies Regulations. The directors shall determine whether a general meeting is to be held as a physical general meeting or an electronic general meeting.

Notice of general meetings etc.

Notice of general meetings shall include all information required to be included by the Companies Regulations and shall be given to all members other than those members who are not entitled to receive such notices from the Company under the provisions of the Articles.

Quorum

No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Until the Sunset Date:

o a quorum will require the presence, in person or by proxy, of (i) shareholders representing a simple majority of the total issued and outstanding share capital of the Company, and (ii) each shareholder holding at least 25% of the total issued share capital of the Company; and

o in the event that a general meeting is adjourned due to a lack of quorum and then

reconvened in accordance with the Articles of Association, the reconvened general meeting shall be subject to the same quorum requirement. If, however, the meeting is again adjourned for lack of quorum and reconvened once more, a quorum will exist at that second reconvened meeting provided that shareholders representing at least a simple majority of the total issued and outstanding share capital of the Company are present (in person or by proxy).

Shareholder Supermajority Matters

Prior to the Sunset Date, various matters require the approval of Shareholders representing at least 75% of the total issued share capital of the Company in order for them to be approved. A summary of these is set out below, however please see schedule 1 of the Articles of Association for full details:

o distribution of dividends by the Company;

o any return of surplus capital by the Company to its shareholders;

o amendments to the articles of association;

o reductions of or increase in the share capital of the Company;

o liquidation or winding up of the Company, or its merger into or consolidation or amalgamation with another entity; and

o any disapplication of certain provisions in the articles of association relating to conflicts of interest.

Directors

The Board of Directors

Pursuant to the Articles of Association, the Board shall be responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company. Board members will be elected by the shareholders in general meeting in accordance with the cumulative voting process set out in the Articles of Association. The Board holding office as at the date of this Prospectus was appointed by the Selling Shareholders for a period of three years commencing on the date of Listing.

If, prior to the Sunset Date, a position becomes vacant during the term of the Board, then the relevant shareholder (if such shareholder is a “Major Shareholder” meaning that it holds at least 25% of our shares) that cast the most votes for that director may appoint a replacement, otherwise the replacement will be appointed by the Board as a board supermajority matter. In either case, the replacement shall serve the remaining term of the director who vacated her or his position.

Number of directors

The Board shall consist of 11 Directors. Following the Sunset Date, the number of directors comprising the board may be increased or decreased pursuant to a vote of a simple majority of the board.

Board meetings

The Board shall hold its meetings at the head office of the Company, or at any other place agreed by the Board. Subject to certain exceptions set out in the Articles of Association, the quorum necessary for the transaction of business of the Board is the presence, either in person or via a duly appointed alternate director, of: (i) a simple majority of the total number of directors and (ii) at least two non-conflicted directors from each Large Director Group (as defined in the Articles of Association), provided that if a Large Director Group only contains one non-conflicted director then that non-conflicted director must be present (in person or represented by an alternate director), and provided further that if a Large Director Group comprises only conflicted directors then their presence shall not be required.

If a meeting of the Board is adjourned due to a lack of quorum and then reconvened in accordance with the Articles of Association, the reconvened board meeting shall be subject to the same quorum requirement. If, however, the Board meeting is again adjourned for lack of quorum and reconvened once more, a quorum will exist at that second reconvened meeting provided that a simple majority of the directors are in attendance or represented by an alternate.

A meeting of the Board at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Board. Subject to the board supermajority matters and shareholder supermajority matters, resolutions are adopted by a majority of the votes of the Directors present or represented, and in case of a tie, the Chairperson shall not have a casting vote.

Board Supermajority Matters

Prior to the Sunset Date, certain matters require the approval of: (i) a simple majority of the total number of directors and (ii) at least two non-conflicted directors from each Large Director Group (as defined in the Articles of Association), provided that if a Large Director Group only contains one non-conflicted director then that non-conflicted director must approve the matter in question, and provided further that if a Large Director Group comprises only conflicted directors then their approval shall not be required. A summary of these is set out below, however please see schedule 2 of the Articles of Association for full details:

o amending the Group’s dividend policy;

o amendments to the Group’s management & governance policy (which itself includes a board supermajority matter regarding changes to the scope of the Group’s business);

o approving the group’s strategy and any updates thereto;

o approving the annual update to the Group’s business plan, or approving any amendments to the then-applicable business plan in excess of 5% of the aggregate capital costs or operating expenses for any financial year;

o approving any new annual budget of the Group, or approving any amendments to the then-applicable budget in excess of 5% of the aggregate capital costs or operating expenses for any financial year;

o approval of the financial statements of members of the Group other than the individual standalone financial statements of Borouge Pte Ltd and its subsidiaries, which will be subject to approval of that entity’s board of directors;

o changes to accounting standards (other than as required by law);

o appointment of external auditors;

o approving recommendations made by the audit committee prior to implementation (unless the relevant matter is required to be implemented in order to comply with law);

o issues of new shares in circumstances where the shareholder have granted a general authority to the Company to allot new shares;

o amendments to the constitutional documents of members of the Group (other than the Company);

o approval of most joint ventures and partnerships with third parties in respect of petrochemicals projects;

o delegation of powers to the Chief Executive Officer or the Chief Marketing Officer of the Company;

o approval, amendment or termination of the compensation policy applicable to the to the executive management team (being the Company’s chief executive officer, chief financial

officer, chief operating officer and chief marketing officer);

o changes to board committee terms of reference, creation of new board committees (or dissolution of existing committees), and appointments/removals of member of the board committees outside the process set out in the articles of association;

o planned suspensions of operations of any petrochemical plan and planned suspension of any construction or development materially affecting a plant;

o approval of contracts valued at more than USD 50,000,000;

o approving the entry into of mortgages and other security interests over the assets of the Group of USD 50,000,000 or more in any financial year;

o disposal of property or assets (excluding certain products) with an estimated cumulative net book value in any financial year in excess of USD 50,000,000;

o designation of additional “Products” under the articles of association;

o approving projects for expansion and debottlenecking exceeding cumulatively in any financial year USD 50,000,000 in estimated costs;

o in relation to PTE, approving capital expenditure (i) in respect of engineering, procurement and construction of compounding facilities with a value in excess of USD 30,000,000; and (ii) in all other cases, with a value in excess of USD 50,000,000;

o entry into of third party financing by a member of the Group exceeding USD 50,000,000;

o settlement of material litigation or arbitral proceedings of any member of the Group where the amount of the settlement exceeds USD 50,000,000;

o appointment of replacement directors in certain circumstances;

o making a determination that directors should be responsible to account to the Company for certain remuneration they receive in relation to the Company’s subsidiaries or other entities in which the Company has an interest; and

o certain matters in relation to members of the Group (other than the Company) which would require shareholder supermajority approval if they proposed in relation to the Company itself.

Directors’ interests

For the purposes of section 165 of the Companies Regulations, the Directors shall have the power to authorize any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. Any such authorization will be effective only if:

o any requirement as to the quorum at the meeting at which the matter is considered is met without counting the Director in question or any other interested Director; and

o the matter was agreed by a unanimous vote of the Directors, other than the interested Directors.

The Directors may extend any such authorization to any actual or potential conflict of interest which may arise out of the matter so authorized and may (whether at the time of the giving of the authorization or subsequently) make any such authorization subject to any limits or conditions they expressly impose, but such authorization is otherwise given to the fullest extent permitted. The Directors may also terminate any such authorization at any time. Further details are set out in the Articles of Association.

Liability of the Board

The members of the Board owe general duties to the Company in accordance with the Companies Regulations (including exercising reasonable care, skill and diligence and acting to promote the success of the Company). The Company may bring a claim against any member of the Board in breach of their duties as a director, with available remedies varying depending on the severity of the breach but may include damages, injunctive relief and other remedies.

Subject to the prior permission of the ADGM court, an eligible shareholder may independently initiate proceedings against any member of the Board if the Company fails to do so in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by that member of the Board.

So far as may be permitted by the Companies Regulations, every director, officer, senior manager or alternate director (or former director, officer, senior manager or alternate director) of the Company or of an associated company (as contemplated by section 278 of the Companies Regulations) may be indemnified out of the Company’s assets against any liability incurred by them in connection with any negligence, default, breach of duty or breach of trust by them any other liability incurred by them in the execution of their duties, the exercise of their powers or otherwise in connection with their duties, powers or offices.

Directors’ remuneration

The method of calculating the remuneration of the members of the Board shall be determined by the Board.

Liquidation rights

In the event of liquidation of the Company, each Shareholder shall be entitled to a part of the Company’s surplus assets in accordance with the applicable law and regulation in the ADGM.

Form of notices and communcaitions

Unless the Articles expressly require otherwise, any notice, document or information to be sent or supplied by the Company to shareholders (including forms of appointment of a proxy and copies of the Company’s annual accounts) may be sent or supplied in hard copy form, in electronic form (for example, by email or facsimile) or by means of the Company’s or another website.

6. Supervision and Regulation

Borouge is a public limited company incorporated in the ADGM. The ADGM is a financial free zone within the meaning of UAE Federal Law No. 8 of 2004 (the “Financial Free Zones Law”) and was established pursuant to UAE Federal Decree No. 15 of 2013. As a company incorporated in the ADGM, and in accordance with the Financial Free Zones Law, Borouge is not subject to UAE federal civil and commercial laws. In particular, and without limitation, Borouge is not subject to the provisions of UAE Federal Law No. 32 of 2021 concerning commercial companies (the “UAE Commercial Companies Law”) nor a variety of other legislation which applies to companies incorporated ‘onshore’ in the UAE. Instead, Borouge is governed by applicable laws and regulations in the ADGM, including the Companies Regulations.

In accordance with the ADGM legal framework applicable to public companies such as Borouge, its primary constitutional document is its Articles of Association. Apart from various matters governed by the Companies Regulations and other ADGM legislation, the principal corporate governance and disclosure and transparency rules applicable to Borouge are set out in the Companies Regulations, certain provisions of the SCA Governance Guide, the provisions of the Chairman of Authority’s Board of Directors’ Decision no. 3 of 2000 concerning the regulations as to disclosure and transparency and in the Articles of Association and related documents (such as the charters, policies and procedures adopted by the Board of Directors from time to time). See the section entitled “Mechanism for adopting a governance system in the Company”. The ADGM Board of Directors and, in certain circumstances, the ADGM Registration Authority has the power and authority to investigate violations of the Companies

Regulations, including if it appears to it that there are circumstances suggesting that an ADGM company’s affairs are being or have been conducted in a manner which is unfairly prejudicial to some of its members, and in certain cases to refer such violations to ADGM courts. Shareholders in ADGM companies may also directly seek injunctions from ADGM courts against acts in violation of the Companies Regulations or constitutional documents and can seek to recover damages for such violations from ADGM companies and their directors.

Pursuant to the ADX listing rules, ADX has the authority to approve and supervise the governance rules applicable to financial free zone companies such as Borouge that list securities on ADX. Our Governance Rules have been approved by ADX.

The corporate governance regime applicable to Borouge is different from that applicable to entities incorporated under the UAE Commercial Companies Law and regulated by the SCA. Investors should familiarise themselves with applicable ADGM laws and regulations, and the Articles of Association annexed to the Prospectus. Investors should also note that the corporate governance regime applicable to Borouge is not regulated or enforced by the SCA.

7. ADGM No Objection

The ADGM Registration Authority has issued a certificate of no objection to the Listing and the Offering in accordance with Article 33 of the Offering Regulations (as amended by the SCA Decision No. 25/RM/2020).

8. Independent Auditors

The annual financial statements of ADP as of and for the year ended 31 December 2021 have been audited by EY, independent auditors, in accordance with International Standards on Auditing (ISAs), who have issued an unqualified report thereon.

The financial statements of ADP as of 2019 and 2020, and for the years then ended, included in this Prospectus, have been audited by KPMG, independent auditors, as stated in their report appearing herein.

The unaudited interim condensed financial statements of ADP as of and for the three months ended 31 March 2022 have been reviewed by EY in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, who have issued an unqualified report thereon.

With respect to the unaudited interim condensed financial statements for the period ended 31 March 2022, included herein, EY have reported that they applied limited procedures in accordance with professional standards for a review of such information. However, their separate report included in this Prospectus states that they did not audit, and they do not express an opinion on, such interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied.

The annual consolidated financial statements of PTE and its subsidiaries as of and for the year ended 31 December 2021 have been audited by EY Singapore, independent auditors, in accordance with Singapore Standards on Auditing, who have issued an unqualified report thereon, which includes an “other matter” paragraph stating that the financial statements for the year ended 31 December 2020 were audited by another firm of auditors.

The unaudited interim condensed consolidated financial statements of PTE and its subsidiaries as of and for the three months ended 31 March 2022 have been reviewed by EY Singapore in accordance with Singapore Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, who have issued a report thereon, which includes an “other matter” paragraph stating that the interim condensed consolidated financial statements for three-month period ended 31 March 2021 were not reviewed.

With respect to the unaudited interim condensed consolidated financial statements for the period ended 31 March 2022, included herein, EY Singapore have reported that they applied limited procedures in accordance with professional standards for a review of such information. However, their separate report included in this Prospectus states that they did not audit, and they do not express an opinion on, such interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied.

Annex 1 – Financial Statements

Abu Dhabi Polymers Co. Ltd (Borouge) L.L.C

NOTES TO THE FINANCIAL STATEMENTS 31 December 2021 25 FINANCIAL RISK MANAGEMENT continued iv- Capital risk management continued The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, trade and other payables, retention payable, amounts due to related parties, lease liability and income tax payable less cash and cash equivalents. Capital includes total equity. 2021 2020 USD’000 USD’000 Trade and other payables 449,453 497,794 Amounts due to related parties 257,623 6,623 Bank loan 3,980,000 320,000 Lease liability 138,437 - Income tax payable 10,802 61,259 Less: cash and cash equivalents (559,843) (457,471) Total debt net of cash and cash equivalents 4,276,472 428,205 Total equity 4,844,299 8,763,481 Equity and total debt net of cash and cash equivalents 9,120,771 9,191,686 Gearing ratio 0.47 0.046 Changes in liabilities arising from financing activities 1 January Cash 31 December 2021 outflows Proceeds 2021 USD’000 USD’000 USD’000 USD’000 Bank loan - - 3,980,000 3,980,000 Revolving credit facility 320,000 (320,000) - - Total liabilities from financing activities 320,000 (320,000) 3,980,000 3,980,000 1 January Cash 31 December 2020 outflows Proceeds 2020 USD’000 USD’000 USD’000 USD’000 Revolving credit facility - - 320,000 320,000 Total liabilities from financing activities - - 320,000 320,000 (d) Accounting classifications and fair values of financial assets and liabilities Management considers that the fair values of financial assets and financial liabilities in the financial statements largely approximate their carrying amounts. 26 CAPITAL COMMITMENTS The Company has authorised and committed estimated future expenditure amounting to USD 5,124,373 thousand (2020: USD 158,747 thousand).

COMPANY REGISTRATION NO. 199801755H

BOROUGE PTE LTD AND ITS SUBSIDIARIES INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE-MONTH PERIOD ENDED 31 MARCH 2022 (UNAUDITED)

BOROUGE PTE LTD AND ITS SUBSIDIARIES

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS 1

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 2

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 3

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 4

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 6

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE FINANCIAL THREE-MONTH PERIOD ENDED 31 MARCH 2022

Report on the review of interim condensed consolidated financial statements to the membersof Borouge Pte Ltd

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial positionof Borouge Pte Ltd (the “Company”) and its subsidiaries (collectively, the “Group”) as at 31 March2022 and the related interim condensed consolidated statement of comprehensive income,consolidated statement of changes in equity and consolidated statement of cash flows for the three-month period then ended, and a summary of significant accounting policies and other explanatorynotes. Management is responsible for the preparation and presentation of these interim condensedconsolidated financial statements in accordance with Singapore Financial Reporting Standard FRS34 Interim Financial Reporting (“FRS 34”). Our responsibility is to express a conclusion on theseinterim condensed consolidated financial statements based on our review.

Scope of review

We conducted our review in accordance with Singapore Standard on Review Engagements 2410,Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A reviewof interim financial information consists of making inquiries, primarily of persons responsible forfinancial and accounting matters, and applying analytical and other review procedures. A review issubstantially less in scope than an audit conducted in accordance with Singapore Standards onAuditing and consequently does not enable us to obtain assurance that we would become aware ofall significant matters that might be identified in an audit. Accordingly, we do not express an auditopinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that theaccompanying interim condensed consolidated financial statements are not prepared, in all materialrespects, in accordance with FRS 34.

Other matter

The interim condensed consolidated financial statements of the Group for the three-month periodended 31 March 2021 were not reviewed.

Ernst & Young LLP

Public Accountants andChartered AccountantsSingapore

6 May 2022

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2022

Notes 31 March 31 March2022 2021USD USD

(Unaudited)(Unaudited/unreviewed)

Revenue 4 1,584,292,891 1,538,144,750Cost of sales (1,511,227,887) (1,468,035,212)

Gross profit 73,065,004 70,109,538

Other income 181,706 1,903,648Sales and distribution expenses (32,639,002) (32,139,430)General and administrative expenses (12,235,493) (11,506,131)

Operating profit 28,372,215 28,367,625

Finance income 258,640 335,709Finance cost (673,288) (617,665)

Net finance cost (414,648) (281,956)

Profit before tax 27,957,567 28,085,669Tax expense 5 (2,060,481) (3,056,702)

Profit for the period 25,897,086 25,028,967

Other comprehensive income/(loss)Items that are or may be reclassified subsequently

to profit or lossExchange differences on translation of foreign operation 148,469 (836,731)

Other comprehensive income/(loss) for the period 148,469 (836,731)

TOTAL COMPREHENSIVE INCOME FOR THEPERIOD 26,045,555 24,192,236

The accompanying accounting policies and explanatory notes form an integral part of the interimcondensed consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2022

31 March 31 December 2022 2021 Notes USD USD (Unaudited) (Audited) ASSETS Non-current assets Property, plant and equipment 40,138,088 41,083,280 Intangible assets 507,637 536,639 Right-of-use assets 26,236,904 27,452,277 Other receivables 1,727,757 1,809,453 Deferred tax assets 5,535,280 5,393,342

74,145,666 76,274,991

Current assets Trade receivables 4 957,228,044 948,751,570 Prepayments and other receivables 44,304,309 45,526,825 Inventories 14,565,997 12,624,862 Cash and cash equivalents 6 137,145,331 110,418,238

1,153,243,681 1,117,321,495

TOTAL ASSETS 1,227,389,347 1,193,596,486

Equity Share capital 3,201,780 3,201,780 Capital reserve 14,737,791 14,737,791 Other reserve 6,761,325 6,761,325 Translation reserve 4,782,026 4,633,557 Retained earnings 39,492,414 93,595,328

Total equity 68,975,336 122,929,781

Liabilities Non-current liabilities Lease liability 22,379,023 23,682,882 Employee benefit obligations 9,734,520 10,128,071 Accruals and other payables 20,416,853 20,416,853 52,530,396 54,227,806

Current liabilities Lease liabilities 4,678,910 4,550,982 Employee benefit obligations 968,550 1,007,707 Trade payables 941,926,742 815,175,268 Accrual and other payables 7 92,253,161 147,208,803 Contract liability 4 58,286,846 42,107,948 Current tax liabilities 7,769,406 6,388,191

1,105,883,615 1,016,438,899

Total liabilities 1,158,414,011 1,070,666,705

TOTAL EQUITY AND LIABILITIES 1,227,389,347 1,193,596,486

Rainer Hoefling Saeed Sultan Al Dhaheri Chief Executive Officer Chief Financial Officer

Ahmed Omar Abdulla Balfaqeeh Thomas Michael Boesen Board Representative Board Representative

The accompanying accounting policies and explanatory notes form an integral part of the interim condensed consolidated financial statements.

DocuSign Envelope ID: E8094D5C-A676-48AA-B0B6-F1B4A3CF6A65

All parties consent to this document being signed electronically -F&PD/GI/OUT/2022/5115

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2022

NoteShareCapital

CapitalReserve

Otherreserve

Translationreserve

Retainedearnings

Totalequity

USD USD USD USD USD USD(UNAUDITED)Group

As at 1 January 2022 3,201,780 14,737,791 6,761,325 4,633,557 93,595,328 122,929,781

Total comprehensive income for theyear:

Profit for the year − − − − 25,897,086 25,897,086Other comprehensive incomeExchange differences on translation of

foreign operations − − − 148,469 − 148,469

Total comprehensive income for theyear − − − 148,469 25,897,086 26,045,555

Transactions with the owners,recognised directly in equity:

Contributions by and distributions tothe owners

Dividends declared 10 − − − − (80,000,000) (80,000,000)Total contributions by and

distributions to the owners − − − − (80,000,000) (80,000,000)

As at 31 March 2022 3,201,780 14,737,791 6,761,325 4,782,026 39,492,414 68,975,336

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2022

NoteShareCapital

CapitalReserve

Otherreserve

Translationreserve

Retainedearnings

Totalequity

USD USD USD USD USD USD(UNAUDITED/ UNREVIEWED)Group

As at 1 January 2021 3,201,780 14,737,791 5,128,116 2,243,157 186,750,081 212,060,925

Total comprehensive income for theyear:

Profit for the year − − − − 25,028,967 25,028,967Other comprehensive incomeExchange differences on translation of

foreign operations − − − (836,731) − (836,731)

Total comprehensive income for theyear − − − (836,731) 25,028,967 24,192,236

Transactions with the owners,recognised directly in equity:

Contributions by and distributions tothe owners

Dividends declared 10 − − − − (100,000,000) (100,000,000)Total contributions by and

distributions to the owners − − − − (100,000,000) (100,000,000)

As at 31 March 2021 3,201,780 14,737,791 5,128,116 1,406,426 111,779,048 136,253,161

The accompanying accounting policies and explanatory notes form an integral part of the interim condensed consolidated financial statements.

INTERIM CONDENSED CONSLIDATED STATEMENT OF CASH FLOWSFOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2022

31 March 31 March2022 2021

Notes USD USD

OPERATING ACTIVITIESProfit before tax for the period 27,957,567 28,085,669

Adjustments for:Depreciation of property, plant and equipment 1,204,392 1,407,492Depreciation of right-of-use asset 1,255,330 1,407,702Amortisation and impairment loss of intangible assets 43,879 80,514Allowance for doubtful debt 2,199 10,926Gain on disposal of plant and equipment – (2,616)Interest income (258,640) (335,709)Finance cost 279,119 321,504Unrealised foreign exchange differences, net 12,013 354,534

30,495,859 31,330,016Changes in:Inventories (2,035,713) (2,016,041)Trade and other receivables (8,969,504) (146,749,913)Trade and other payables 132,984,241 149,917,586Contract liabilities 16,244,576 17,510,013

Cash generated from operating activities 168,719,459 49,991,661Interest income received 258,640 335,709Income tax paid (810,925) (2,510,087)

Net cash from operating activities 168,167,174 47,817,283

INVESTING ACTIVITIESPurchase of property, plant and equipment (154,376) (46,000)Purchase of intangible asset (27,058) (56,000)Loan to others 81,696 –

Net cash flows used in investing activities (99,738) (102,000)

FINANCING ACTIVITIESFinance expense (279,119) (321,504)Payment of Lease liabilities (1,216,850) (1,594,238)Dividends paid to shareholders (140,000,000) (100,000,000)

Cash used in financing activities (141,495,969) (101,915,742)

NET INCREASE/(DECREASE) IN CASH ANDCASH EQUIVALENTS 26,571,467 (54,200,459)

Cash and cash equivalents at the beginning of theperiod 110,418,238 186,559,732

Effects of exchange rate changes on the balance ofcash held in foreign currencies 155,626 (298,352)

CASH AND CASH EQUIVALENTS AT END OF THEPERIOD 6 137,145,331 132,060,921

The accompanying accounting policies and explanatory notes form an integral part of interimcondensed consolidated financial statements.

Borouge Pte Ltd and its Subsidiaries

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2022

1. LEGAL STATUS AND PRINCIPAL ACTIVITIES

Borouge Pte Ltd (the Company) is incorporated in Singapore and has its registered office at2 Shenton Way, #18-01 SGX Centre, Singapore 068804. The principal place of business ofthe Company is located at 1 George Street, #18-01, Singapore 049145. The Company hasa foreign branch in Abu Dhabi and representative offices in Japan, Vietnam, Thailand andIndonesia.

The Company is a joint venture between the Abu Dhabi National Oil Company (“ADNOC”)and Borealis AG, companies incorporated in the United Arab Emirates and Austria,respectively.

The principal activity of the Group is in the trading of polyolefin products.

These interim condensed consolidated financial statements were authorised and approvedby the Board of Directors on 6 May 2022.

2. BASIS OF PREPARATION

The interim condensed consolidated financial statements for the three months ended 31March 2022 have been prepared in accordance with FRS 34 Interim Financial Reportingissued by the Accounting Standards Council Singapore. The condensed interim financialstatements do not include all the information required for a complete set of financialstatements and should be read in conjunction with the Group’s annual consolidated financialstatements as of and for the year ended 31 December 2021. However, selected explanatorynotes are included to explain events and transactions that are significant to an understandingof the changes in the Group’s financial position and performance of the Group since the lastannual financial statements for the year ended 31 December 2021.

The accounting policies adopted are consistent with those of the previous financial yearwhich were prepared in accordance with FRS, except for the adoption of new and amendedstandards as set out in Note 2.3.

2.1 Basis of measurement

The financial statements have been prepared on the historical cost basis except as disclosedin the Group’s accounting policies in the annual consolidated financial statements as of andfor the year ended 31 December 2021.

2.2 Functional and presentation currency

For the purpose of this interim condensed consolidated financial statements, US Dollar(USD) is the functional and presentation currency of the Company.

Transactions in currencies other than USD (foreign currencies) are recorded at the rates ofexchange prevailing at the dates of the transactions. At the end of each reporting period,monetary items denominated in foreign currencies are retranslated at the rates prevailing atthat date. Non-monetary items carried at fair value that are denominated in foreign currenciesare retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are notretranslated.

Exchange differences are recognised in interim condensed consolidated statement ofcomprehensive income in which they arise.

2. BASIS OF PREPARATION (CONT’D)

2.3 New and amended standards adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidatedfinancial statements are consistent with those followed in the preparation of the Group’sannual consolidated financial statements for the year ended 31 December 2021, except forthe adoption of new standards effective as of 1 January 2022. The Group has not earlyadopted any standard, interpretation or amendment that has been issued but is not yeteffective.

Several amendments apply for the first time in 2022, but do not have an impact on the interimcondensed consolidated financial statements of the Company.

2.4 Use of judgements and estimates

In preparing these interim condensed consolidated financial statements, management hasmade judgements, estimates and assumptions that affect the application of accountingpolicies and the reported amounts of assets and liabilities, income and expense. Actualresults may differ from these estimates.

The significant judgements made by management in applying the Company’s accountingpolicies and the key sources of estimation uncertainty were the same as those that appliedto the financial statements as at and for the year ended 31 December 2021.

3. SEGMENTAL INFORMATION

For management purpose, the Group is organized as one business unit based on theproducts and services and has only one reportable segment. The Group is managed as asingle business unit and the financial performance is reported in the internal reportingprovided to the Chief Operating Decision-maker (“CODM”). The Board of Directors (“BOD”),which is responsible for allocating resources and assessing performance of the operatingsegments, has been identified as the CODM that makes strategic decisions. The financialinformation reviewed by the CODM is based on the financial information for the Group. TheCODM monitors the operating results of its business unit separately for the purpose ofmaking decisions about resource allocation and performance assessment.

CODM regularly reviews the statement of profit or loss and other comprehensive income.CODM’s function is to allocate resources to and assess the performance of the operatingsegments of the Group.

There are no other economic characteristics within the Group that will lead to determinationof other operating segments. This analysis requires significant judgement as to thecircumstances of the Group.

The Group does not have any operating segments that are aggregated. CODM hasconsidered the following criteria in determining the operating segments of the Group:

• the nature of products and services;• the nature of the production processes;• the type or class of customer for their products and services; and• the methods used to distribute their products or provide their services;

Based on the criteria and evaluation above, CODM has determined that the Group has onlyone operating segment, which is consistent with the internal reporting and performancemeasurement.

4. REVENUE

Disaggregation of revenue from contracts with customers

In the following table, the Group’s revenue from contracts with customers is disaggregatedby products.

Three-month period ended31 March 31 March

2022 2021USD USD

Revenue by products

Sale of goods (net of commissions and rebates): Polyethylene 903,682,962 852,098,624 Polypropylene 652,249,497 632,157,668 Ethylene & others 28,360,432 53,888,458

1,584,292,891 1,538,144,750

Timing of revenue recognitionControl transferred at a point in time 1,584,292,891 1,538,144,750

Contract balances

The following table provides information about receivables and contract liabilities fromcontracts with customers.

31 March2022

31December

20211 January

2021USD USD USD

(Unaudited) (Audited) (Audited)Trade receivables 957,228,044 948,751,570 814,281,667Contract liabilities (58,286,846) (42,107,948) (41,616,109)

Contract liabilities relate to advance consideration received from customer for sale ofpolyolefin products. The Group did not account for any significant financing componentarising from these advances as the related performance obligations are completed within 12months.

4. REVENUE (CONTINUED)

Contract balances (cont’d)

Significant changes in the contract liabilities balances during the period are as follows.

GroupThree-monthperiod ended

31 March2022

Three-monthperiod ended

31 March2021

USD USD

Revenue recognised that was included in the contractliability balance at the beginning of the year (42,107,948) (41,616,109)

Increases due to cash received, excluding amountsrecognised as revenue during the year 58,286,846 59,028,232

The Group applies the practical expedient in paragraph 121 of FRS 115 and does notdisclose information about its remaining performance obligations if:

the performance obligation is part of a contract that has an original expected durationof one year or less; or

the Group has a right to invoice a customer in an amount that corresponds directly withits performance to date, then it recognises revenue in that amount.

5. INCOME TAX EXPENSEThree-month period ended31 March 31 March

2022 2021USD USD

Current tax expenseCurrent year 2,312,996 3,078,737(Over)/under provision adjustments to tax in respect of

prior periods (115,329) 132___________________________2,197,667 3,078,869

Deferred tax expenseMovement in temporary differences (137,186) (22,167)___________________________Tax expense 2,060,481 3,056,702

The Company was granted the Global Trader Programme (“GTP”) status by InternationalEnterprise Singapore on 1 January 2015 and its status expiring on 31 December 2024. Underthe incentive, income derived from qualifying trading transactions in the Singaporeoperations will be taxed at the concessionary rate of 5%. The incentive is granted subject tothe achievement of certain business volume and other terms and conditions. Income derivedfrom non-qualifying trading transactions is taxed at the standard tax rate of 17%.

6. CASH AND CASH EQUIVALENTSGroup

31 March2022

31 December2021

USD USD(Unaudited) (Audited)

Cash and bank balances 86,152,596 65,453,528Short-term deposits 50,992,735 44,964,710

137,145,331 110,418,238

7. ACCRUALS AND OTHER PAYABLES

During the three months ended 31 March 2022, the Group settled its dividends payable toshareholders of US$60,000,000. The dividends payable had been accrued as part of“accruals and other payables” as at 31 December 2021.

8. RELATED PARTIES TRANSACTIONS AND BALANCES

The Company is a joint venture between the Abu Dhabi National Oil Company (“ADNOC”)and Borealis AG. Related parties in the financial statements refer to members of theshareholders' group of companies. The following significant transactions with related partiestook place at terms agreed between the parties during the period:

Related party transactionsThree-month period ended31 March

202231 March

2021USD USD

ShareholdersSale of goods 137,851,821 211,571,516Purchase of goods (109,044,588) (79,494,543)Secondee costs recharged – (962,329)

Related partiesPurchase of goods (1,389,955,457) (1,373,322,935)Commission income − 1,432,393Interest income on lease receivables − 21,419IT services recharged (2,064,422) (1,494,081)Supply chain cost recharged (2,995,614) (2,892,537)Recharge of innovation center and project cost 5,654,167 4,921,295

8. RELATED PARTIES TRANSACTIONS AND BALANCES (CONT’D)

Related party balances31 March

202231 December

2021USD USD

(Unaudited) (Audited)

ShareholdersTrade receivables 129,034,492 140,705,651Other receivables and prepayments − 980,759Trade payables (72,982,264) (64,099,065)Accruals and other payables (36,557,456) (36,012,268)

Related partiesOther receivables and prepayments 33,041,893 34,396,049Lease receivables (includes in Other receivables) 1,813,003 1,809,453Trade payables (867,017,854) (747,712,709)Accruals and other payables (1,043,363) (4,490,415)

9. CONTINGENCIES AND COMMITMENTS

Contingencies

At 31 March 2022, the Group had no significant contingencies.

Commitments

At 31 March 2022, the Group had no significant capital commitments.

10. DIVIDENDSThree-month period ended31 March

202231 March

2021USD USD

One-tier Singapore tax-exempt final dividend ofUSD18.18 per ordinary share in respect of yearended 31 December 2020 – 100,000,000

One-tier Singapore tax-exempt final dividend ofUSD14.55 per ordinary share in respect of yearended 31 December 2021 80,000,000 –

11. SUBSEQUENT EVENTS

There are no known subsequent events which have led to adjustments to this set of interimcondensed consolidated financial statements.

Company Registration No. 199801755H

Borouge Pte Ltd and its Subsidiaries Annual Financial Statements

31 December 2021

Borouge Pte Ltd and its Subsidiaries Index

Directors’ statement 1

Independent auditor’s report 3

Consolidated statement of profit or loss and other comprehensive income 6

Statements of financial position 7

Statements of changes in equity 9

Consolidated statement of cash flows 13

Notes to the financial statements 14

Borouge Pte Ltd and its Subsidiaries Directors’ statement

The directors are pleased to present their statement to the members together with the audited consolidated financial statements of Borouge Pte Ltd (the “Company”) and its subsidiaries (collectively, the “Group”) and the statement of financial position and statement of changes in equity of the Company for the financial year ended 31 December 2021. Opinion of the directors In the opinion of the directors, (i) the consolidated financial statements of the Group and the statement of financial position and

statement of changes in equity of the Company are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2021 and the financial performance, changes in equity and cash flows of the Group and changes in equity of the Company for the financial year ended on that date; and

(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

Directors The directors of the Company in office at the date of this statement are: Ahmed Khalfan Salem Muftah Almansoori Ahmed Omar Abdulla Balfaqeeh Katja Tautscher Lucrece Josepha Irma De Ridder Philippe Rene M Roodhooft Rashed Saud Rashed Al Shamsi Thomas Michael Boesen Seah Gek Huang Sandra Guy Jan J. Moeyens Khaled Salmeen Anber Salmeen Directors’ interests According to the register kept by the Company for the purposes of Section 164 of the Companies Act 1967 (the “Act”), no director who held office at the end of the financial year (including those held by their spouses and infant children) had interests in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning or at the end of the financial year.

Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

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Independent auditor’s report For the financial year ended 31 December 2021 Independent auditor’s report to the members of Borouge Pte Ltd and its Subsidiaries

Report on the audit of the consolidated financial statements Opinion We have audited the accompanying financial statements of Borouge Pte Ltd (the “Company”) and its subsidiaries (collectively, the “Group”), which comprise the statements of financial position of the Group and Company as at 31 December 2021, statements of changes in equity of the Group and Company and the consolidated statement of profit or loss and other comprehensive income and consolidated statement of cash flows of the Group for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements of the Group, the statement of financial position and the statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act 1967 (the Act) and Financial Reporting Standards in Singapore (“FRSs”) so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 31 December 2021 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group and changes in equity of the Company for the year ended on that date. Basis for opinion We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Matters The financial statements of the Group and the Company for the year ended 31 December 2020 were audited by another firm of auditors who expressed an unmodified opinion on those financial statements in their report dated 16 March 2021. Other information Management is responsible for other information. The other information comprises the statement of directors. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and directors for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The directors’ responsibilities include overseeing the Group’s financial reporting process. Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Auditor’s responsibilities for the audit of the financial statements (cont’d)

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Report on Other Legal and Regulatory Requirements In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. Ernst & Young LLP

Public Accountants and Chartered Accountants Singapore

15 March 2022

Consolidated statement of profit or loss and other comprehensive income For the financial year ended 31 December 2021

Group Note 2021 2020 US$ US$ Revenue 4 6,199,824,151 4,715,189,942 Cost of sales (5,915,047,860) (4,488,556,181) Gross profit 284,776,291 226,633,761 Other income 5 3,479,555 8,913,359 Sales and distribution expenses (125,944,913) (127,931,413) General and administrative expenses (47,832,397) (44,611,409) Pension cost recharge 7 (34,444,840) − Profit from operations 80,033,696 63,004,298 Finance income 6 1,211,117 2,269,431 Finance cost 6 (2,620,477) (1,849,762) Net finance (expense)/income (1,409,360) 419,669 Profit before taxation 7 78,624,336 63,423,967 Tax expense 8 (9,825,214) (7,125,176) Profit for the year 68,799,122 56,298,791 Other comprehensive income: Items that are or may be reclassified subsequently

to profit or loss Defined benefit plan remeasurements 19 (320,666) (1,893,788) Exchange differences on translation of foreign

operation 2,390,400 7,014,314 Total comprehensive income for the year 70,868,856 61,419,317 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Statements of financial position As at 31 December 2021

Group Company Note 2021 2020 2021 2020 US$ US$ US$ US$ ASSETS Non-current assets Investments in subsidiaries 9 − − 78,142,652 78,142,652 Property, plant and

equipment

10 41,083,280

44,231,532 728,324

1,714,518 Right-of-use assets 11 27,452,277 31,342,626 13,772,483 16,217,833 Intangible assets 12 536,639 429,900 148,516 253,297 Other receivables 15 1,809,453 2,196,109 1,809,453 2,196,109 Deferred tax assets 13 5,393,342 3,494,098 3,326,945 1,706,579 76,274,991 81,694,265 97,928,373 100,230,988 Current assets Trade receivables 14 948,751,570 814,281,667 928,734,905 779,743,501 Other receivables and

prepayments 15 45,526,825 41,919,029 43,758,247 41,709,315 Inventories 16 12,624,862 12,370,852 − − Cash and cash equivalents 17 110,418,238 186,559,732 50,427,121 117,640,147 1,117,321,495 1,055,131,280 1,022,920,273 939,092,963

Total assets 1,193,596,486 1,136,825,545 1,120,848,646 1,039,323,951

EQUITY AND LIABILITIES Current liabilities Lease liabilities 18 4,550,982 4,987,619 2,539,641 2,877,963 Employee benefit

obligations

19 1,007,707 957,758 1,003,530 957,758 Trade payables 20 815,175,268 764,849,545 810,963,405 743,045,161 Accruals and other

payables

21 147,208,803 69,172,636 138,988,757 59,524,484 Contract liabilities 4 42,107,948 41,616,109 28,390,601 27,063,177 Current tax liabilities 6,388,191 6,907,584 5,621,271 6,338,137 1,016,438,899 888,491,251 987,507,205 839,806,680

Consolidated statement of financial position As at 31 December 2021

Group Company Note 2021 2020 2021 2020 US$ US$ US$ US$

EQUITY AND LIABILITIES (CONT’D) Non-current liabilities Lease liabilities 18 23,682,882 27,184,305 13,852,554 16,388,970 Employee benefit

obligations 19 10,128,071 9,050,942 9,871,423 8,927,735 Accruals and other

payables

21 20,416,853 − 20,416,853 − Deferred tax liabilities 13 − 38,122 − − 54,227,806 36,273,369 44,140,830 25,316,705 Total liabilities 1,070,666,705 924,764,620 1,031,648,035 865,123,385 Equity attributable to owners of the Company Share capital 22 3,201,780 3,201,780 3,201,780 3,201,780 Capital reserve 23 14,737,791 14,737,791 − − Other reserve 24 6,761,325 5,128,116 − − Translation reserve 24 4,633,557 2,243,157 32,155 − Retained earnings 93,595,328 186,750,081 85,966,676 170,998,786 Total equity 122,929,781 212,060,925 89,200,611 174,200,566 Total equity and liabilities 1,193,596,486 1,136,825,545 1,120,848,646 1,039,323,951

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Statements of changes in equity For the financial year ended 31 December 2021

Note Share Capital

Capital Reserve

Other reserve

Translation reserve

Retained earnings

Total equity

US$ US$ US$ US$ US$ US$

As at 1 January 2021 3,201,780 14,737,791 5,128,116 2,243,157 186,750,081 212,060,925

Total comprehensive income for the year:

Profit for the year − − − − 68,799,122 68,799,122

Other comprehensive income

Defined benefit plan measurements 19 − − − − (320,666) (320,666)

Exchange differences on translation of foreign operations

− − − 2,390,400 − 2,390,400

Total comprehensive income for the year

− − − 2,390,400 68,478,456 70,868,856

Transactions with the owners, recognised directly in equity:

Contributions by and distributions to the owners

Dividends declared 25 − − − − (160,000,000) (160,000,000)

Transfer to statutory reserves − − 1,633,209 − (1,633,209) -

Total contributions by and distributions to the owners

− − 1,633,209 − (161,633,209) (160,000,000)

As at 31 December 2021 3,201,780 14,737,791 6,761,325 4,633,557 93,595,328 122,929,781

- 10 -

Note Share Capital

Capital Reserve

Other reserve

Translation reserve

Retained earnings

Total equity

US$ US$ US$ US$ US$ US$

As at 1 January 2020 3,201,780 14,737,791 3,109,732 (4,771,157) 169,363,462 185,641,608

Total comprehensive income for the year:

Profit for the year − `− − − 56,298,791 56,298,791

Defined benefit plan measurements 19 − − − − (1,893,788) (1,893,788)

− − − 7,014,314 − 7,014,314

Total comprehensive income for the

− − − 7,014,314 54,405,003 61,419,317

Transactions with the owners, recognised directly in equity:

Contributions by and distributions to

the owners

Dividends declared 25 − − − − (35,000,000) (35,000,000)

Transfer to statutory reserves − − 2,018,384 − (2,018,384) −

Total contributions by and

distributions to the owners

− − 2,018,384 − (37,018,384) (35,000,000)

As at 31 December 2020 3,201,780 14,737,791 5,128,116 2,243,157 186,750,081 212,060,925

- 11 -

Note Share Capital

Translation

reserve Retained earnings

Total equity

US$ US$ US$ US$

Company

As at 1 January 2021 3,201,780 − 170,998,786 174,200,566 Total comprehensive income

for the year:

Profit for the year − − 75,164,858 75,164,858

Detained benefit plan remeasurements 19 −

− (196,968) (196,968)

32,155 − 32,155

Total comprehensive income

for the year

32,155 74,967,890

75,000,045

Transactions with the owners,

recognised directly in equity

Dividends declared 25 − − (160,000,000) (160,000,000)

Transfer to statutory reserve − − − −

− (160,000,000) (160,000,000)

− As at 31 December 2021 3,201,780 32,155 85,966,676 89,200,611

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Note Share capital

Retained earnings

Total equity

US$ US$ US$

Company

As at 1 January 2020 3,201,780 160,535,489 163,737,269

Profit for the year − 47,360,985 47,360,985

Detained benefit plan remeasurements 19 − (1,897,688) (1,897,688)

− 45,463,297 45,463,297

Transactions with the owners,

recognised directly in equity

Dividend declared 25 − (35,000,000) (35,000,000)

− (35,000,000) (35,000,000)

As at 31 December 2020 3,201,780 170,998,786 174,200,566

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Consolidated statement of cash flows For the financial year ended 31 December 2021

2021 2020 US$ US$ Cash flows from operating activities Profit before taxation 78,624,336 63,423,967 Adjustments for:

Amortisation of intangible assets 314,298 470,080 Depreciation of property, plant and equipment 5,506,015 5,303,319 Depreciation of right-of-use assets 5,337,311 5,664,625 Finance income (1,211,117) (1,788,479) Finance cost 1,225,473 1,849,762 Loss on disposal of property, plant and equipment 12,439 35,705 Loss on right-of-use assets at modification of lease arrangement 2,248 1,793,901 Impairment losses on trade receivables 40,302 72,670 Unrealised foreign exchange gain/(loss), net 1,074,914 (3,119,159)

Operating cash flows before changes in working capital 90,926,219 73,706,391

Trade receivables (134,510,205) (156,402,346) Other receivables and prepayments (3,221,140) (7,364,459) Inventories (254,010) 1,097,370 Contract liabilities 491,838 876,272 Employee benefit obligations 806,414 (30,513) Trade payables 50,325,723 223,152,076 Accruals and other payables 38,453,019 2,971,512

Cash generated from operations 43,017,858 138,006,303

Interest income 1,211,117 1,788,479 Tax paid (12,281,973) (11,912,077)

Net cash flows from operating activities 31,947,002 127,882,705 Cash flows from investing activities

Purchase of property, plant and equipment (1,603,492) (2,188,389) Purchase of intangible assets (294,710) (180,557)

Net cash flows used in investing activities (1,898,202) (2,368,946) Cash flows from financing activities

Dividends paid (100,000,000) (35,000,000) Loan from a related company − (22,000,000) Interest expense (others) (33,281) − Interest expense paid to a related company − (431,578) Interest on lease liabilities (1,192,192) (1,418,184) Payment of lease liabilities (4,229,882) (5,691,116)

Net cash flows used in financing activities (105,455,355) (64,540,878)

Net (decrease)/increase in cash and cash equivalents (75,406,555) 60,972,881 Cash and cash equivalents at the beginning of the financial year 186,559,732 119,137,767 Effects of exchange rate changes on the balance of cash held in foreign currencies (734,939) 6,449,084 Cash and cash equivalents at the end of the year 110,418,238 186,559,732 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Borouge Pte Ltd and Subsidiary Companies Notes to the financial statements For the financial year ended 31 December 2021

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1. Corporate information Borouge Pte Ltd (the Company ) is incorporated in Singapore and has its registered office at 2 Shenton Way, #18-01 SGX Centre, Singapore 068804. The principal place of business of the Company is located at 1 George Street, #18-01, Singapore 049145. The Company has a foreign branch in Abu Dhabi and representative offices in Japan, Vietnam, Thailand and Indonesia. The Company is a joint venture between the Abu Dhabi National Oil Company (“ADNOC”) and Borealis AG, companies incorporated in the United Arab Emirates and Austria, respectively. The financial statements of the Group as at and for the financial year ended 31 December 2021 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities). The principal activity of the Group is in the trading of polyolefin products. The principal activities of the subsidiaries are set out in Note 4 to the financial statements.

2. Summary of significant accounting policies

2.1 Basis of preparation The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared in accordance with and Financial Reporting Standards in Singapore (“FRSs”). The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. The financial statements are presented in United States Dollars (“US$”) except when otherwise indicated.

2.2 Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year except that in the current financial year, the Group has adopted all the new and revised standards which are effective for annual financial periods beginning on or after 1 January 2021. The adoption of these standards and interpretations did not have any effect on the financial performance or position of the Group and the Company.

Borouge Pte Ltd and its Subsidiaries Notes to the financial statements For the financial year ended 31 December 2021

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2. Summary of significant accounting policies (cont’d) 2.3 Standards issued but not yet effective

The Group has not adopted the following standards applicable to the Group that have been issued but not yet effective:

Description

Effective for annual periods beginning

on or after Amendment to FRS 116 Covid-19-Related Rent Concessions

beyond 30 Jun 2021 1 April 2021 Amendments to FRS 103 Reference to the Conceptual

Framework 1 January 2022 Amendments to FRS 16 Property, Plant and Equipment -

Proceeds before Intended Use 1 January 2022 Amendments to FRS 37 Onerous Contracts - Cost of Fulfilling a

Contract 1 January 2022 Annual Improvements to FRSs 2018-2020 1 January 2022 Amendments to FRS 1 Classification of Liabilities as Current or

Non-current 1 January 2023 Amendments to FRS 1 and FRS Practice Statement 2 Disclosure

of Accounting Policies 1 January 2023 Amendments to FRS 8 Definition of Accounting Estimates 1 January 2023 Amendments to FRS 12 Deferred Tax related to Assets and

Liabilities arising from a Single Transaction 1 January 2023 Amendments to FRS 110 & FRS 28 Sale or Contribution of

Assets between an Investor and its Associate or Joint Venture Date to be determined The directors expect that the adoption of the standards above will have no material impact on the financial statements in the period of initial application.

2.4 Basis of consolidation (a) Business combinations

Business combinations are accounted for using the acquisition method when control is transferred to the Group. The Group measures goodwill at the date of acquisition as: • the fair value of the consideration transferred; plus • the recognised amount of any non-controlling interest (NCI ) in the acquiree; plus • if the business combination is achieved in stages, the fair value of the pre-existing

equity interest in the acquiree, over the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment.

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2. Summary of significant accounting policies (cont’d)

2.4 Basis of consolidation (cont’d) (a) Business combinations (cont’d)

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration payable is recognised at fair value at the date of acquisition and included in the consideration transferred. If the contingent consideration that meets the definition of a financial instrument is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity investments, that the Group incurs in connection with a business combination are expensed as incurred.

(b) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

(c) Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

(d) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra- group transactions, are eliminated in preparing the consolidated financial statements.

(e) Subsidiaries in the separate financial statements Investments in subsidiaries are stated in the Company’s statement of financial position at cost less accumulated impairment losses.

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2.5 Foreign currency

(a) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on translation are generally recognised in profit or loss.

(b) Foreign operations The assets and liabilities of foreign operations are translated to the United States dollar (“USD”) at exchange rates prevailing at the reporting date. The income and expenses of foreign operations are translated to USD at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income (“OCI”), and presented in the foreign currency translation reserve (translation reserve) in equity.

2.6 Property, plant and equipment (a) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes:

• the cost of materials and direct labour;

• any other costs directly attributable to bringing the assets to a working condition for their intended use;

• when the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and

• capitalised borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

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2. Summary of significant accounting policies (cont’d) 2.6 Property, plant and equipment (cont’d)

(a) Recognition and measurement (cont’d)

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

(b) Subsequent costs The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(c) Depreciation Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset. Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. The estimated useful lives for the current and comparative years are as follows: Office premises building 15 – 40 years Office renovation 3 years Office equipment 3 years Computers 3 years Furniture and fittings 3 years Machinery and equipment 8 – 20 years Laboratory equipment 8 – 20 years Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

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2.7 Intangible assets (a) Recognition and measurement

Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.

(b) Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

(c) Amortisation Amortisation is calculated based on the cost of the asset, less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives for the current and comparative years are as follows:

• Computer software 3 years

• Licensing right 10 years Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

2.8 Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non- lease components and account for the lease and non-lease components as a single lease component. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

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2. Summary of significant accounting policies (cont’d) 2.8 Leases (cont’d)

As a lessee (cont’d) The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments; and

• lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Short-term leases and leases of low-value assets The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low- value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

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2. Summary of significant accounting policies (cont’d) 2.8 Leases (cont’d)

As a lessor At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right- of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. The Group applies the derecognition and impairment requirements in FRS 109 to the net investment in the lease (see Note 3.8).

2.9 Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average cost method and includes expenditures incurred in acquiring the inventories, production and other costs incurred in bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale.

2.10 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

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2.10 Impairment of non-financial assets (cont’d) Impairment losses of continuing operations are recognised in profit or loss, except for assets that were previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.

2.11 Financial instruments (a) Financial assets

Initial recognition and measurement Financial assets are recognised when, and only when the Group becomes party to the contractual provisions of the instruments. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Trade receivables are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant financing component at initial recognition. Subsequent measurement Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the contractual cash flow characteristics of the asset. The three measurement categories for classification of debt instruments are amortised cost, fair value through other comprehensive income and fair value through profit or loss. The Group only has debt instruments at amortised cost. Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financial assets are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the assets are derecognised or impaired, and through amortisation process.

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2. Summary of significant accounting policies (cont’d) 2.11 Financial instruments (cont’d)

(a) Financial assets (cont’d)

Derecognition A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income for debt instruments is recognised in profit or loss.

(b) Financial liabilities Initial recognition and measurement Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at fair value through profit or loss, directly attributable transaction costs. Subsequent measurement After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. Financial liabilities at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value of the financial liabilities are recognised in profit or loss. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

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2.12 Impairment of financial assets The Group recognises loss allowances for expected credit losses (“ECL”) on financial assets measured at amortised costs. Loss allowances of the Group are measured on either of the following bases:

• 12-month ECLs: these are ECLs that result from default events that are possible within the 12 months after the reporting date (or for a shorter period if the expected life of the instrument is less than 12 months); or

• Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

Simplified approach The Group applies the simplified approach to provide for ECLs for all trade receivables. The simplified approach requires the loss allowance to be measured at an amount equal to lifetime ECLs. General approach The Group applies the general approach to provide for ECLs on all other financial instruments. Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs at initial recognition. At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and includes forward-looking information. If credit risk has not increased significantly since initial recognition or if the credit quality of the financial instruments improves such that there is no longer a significant increase in credit risk since initial recognition, loss allowance is measured at an amount equal to 12-month ECLs. The Group considers a financial asset to be in default when:

• the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or

• the financial asset remains outstanding for more than the reasonable range of past due date, taking into consideration historical payment track record, current macroeconomics situation as well as general industry trend.

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2.12 Impairment of financial assets (cont’d) General approach (cont’d) The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. Measurement of ECLs ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is “credit-impaired” when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the debtor or issuer;

• a breach of contract such as a default or payment remains outstanding for more than the reasonable range of past due days;

• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;

• it is probable that the debtor will enter bankruptcy or other financial reorganisation; or the disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECLs in the statements of financial position Loss allowance for financial assets measured at amortised cost is deducted from the gross carrying amount of these assets. Write-off The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debt or does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

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2.13 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with maturities of three months or less from the date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

2.14 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.15 Share capital and share issue expenses Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital, net of any tax effect. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with FRS 12.

2.16 Employee benefits

(a) Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees.

(b) Long-term employee benefit obligations The Group awards long-term employee benefits to certain employees in accordance with local employment requirements in the United Arab Emirates. These obligations are a post-employment benefit plan. The Group’s obligation in respect of the long-term post-employment benefit plan is calculated by estimating the amount of future benefit that employees would have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value on the employee benefit obligations for the period by applying an appropriate discount rate.

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2.16 Employee benefits (cont’d)

(b) Long-term employee benefit obligations (cont’d) The calculation is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the employee benefit obligations comprise actuarial gains and losses. The Group recognises them in OCI. The Group determines the interest expense on the employee benefit obligations for the period by applying the discount rate at the beginning of the annual period to the then employee benefit obligations, taking into account any changes in the employee benefit obligations during the period as a result of contributions and benefit payments. Interest expense and other expenses related to the long-term post-employment benefit plan are recognised in profit or loss. When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit related to past service by employees, or the gain or loss on curtailment, is recognised immediately in profit or loss when the plan amendment or curtailment occurs. The Group recognises gains and losses on the settlement of long-term post-employment benefit plan when the settlement occurs. The gain or loss on settlement is the difference between the present value of the employee benefit obligations being settled as determined on the date of settlement and the settlement price, including any plan assets transferred and any payments made directly by the Group in connection with the settlement.

(c) Short-term employee benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

2.17 Government grants Government grants that compensate the Group for expenses incurred are recognised in profit or loss as “other income” on a systematic basis in the same periods in which the expenses are recognised.

2.18 Revenue Revenue from sale of goods and services in the ordinary course of business is recognised when the Group satisfies a performance obligation (“PO”) by transferring control of a promised good or service to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.

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2.18 Revenue (cont’d) The transaction price is allocated to each PO in the contract on the basis of the relative standalone selling prices of the promised goods or services. The individual standalone selling price of a good or service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods and/or services with observable stand-alone selling prices. A discount or variable consideration is allocated to one or more, but not all, of the PO if it relates specifically to those POs. The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for transferring the promised goods or services. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Group does not receive a separate identifiable benefit from the customer. When consideration is variable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved. Revenue may be recognised at a point in time or over time following the timing of satisfaction of the PO. If a PO is satisfied over time, revenue is recognised based on the percentage of completion reflecting the progress towards complete satisfaction of that PO.

2.19 Finance income and finance costs The Group’s finance income and finance costs include:

• interest income;

• interest expense; and

• the foreign currency gain or loss on financial assets and financial liabilities. Interest income or expense is recognised using the effective interest method. The “effective interest rate” is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

• the gross carrying amount of the financial asset; or

• the amortised cost of the financial liability. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

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2. Summary of significant accounting policies (cont’d) 2.20 Taxes

(a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of the reporting period. Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

(b) Deferred tax Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all temporary differences, except: - Where the deferred tax liability arises from the initial recognition of goodwill or of

an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

- In respect of taxable temporary differences associated with investments in

subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: - Where the deferred tax asset relating to the deductible temporary difference arises

from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

- In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

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2. Summary of significant accounting policies (cont’d) 2.20 Taxes (cont’d)

(b) Deferred tax (cont’d)

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

(c) Sales tax Revenues, expenses and assets are recognised net of the amount of sales tax except: • Where the sales tax incurred on a purchase of assets or services is not

recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• Receivables and payables that are stated with the amount of sales tax included. 2.21 Contingencies

A contingent liability is: (a) a possible obligation that arises from past events and whose existence will be confirmed

only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or

(b) a present obligation that arises from past events but is not recognised because: (i) It is not probable that an outflow of resources embodying economic benefits will

be required to settle the obligation; or (ii) The amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent liabilities assumed in a business combination that are present obligations and which the fair values can be reliably determined.

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3 Significant accounting judgements and estimates The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods. Management is of the opinion that there is no significant estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period. Judgements made in applying accounting policies In the process of applying the Group’s accounting policies, management has made the following judgements which have the most significant effect on the amounts recognised in the consolidated financial statements: Determination of principal status The Group measures its revenue at the fair value of consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty, as the Group has determined that it is acting as principal in the transactions. The determination of whether the Group is principal or agent requires judgement. In making this judgement, the Group evaluates whether it controls each specified good or service before that good or service is transferred to the customer. Valuation of investments in subsidiaries The Company evaluates whether there is objective evidence that its investments in subsidiaries are impaired and, if any, determines the amount of impairment loss based on the recoverable amounts of the subsidiaries. The financial health and near-term business outlook for the subsidiaries, including factors such as industry performance and operating cash flows to be generated by these subsidiaries are considered. Any significant changes to the business environment and estimates of the recoverable amounts of the subsidiaries, if subject to impairment loss, can affect the carrying values of the subsidiaries. The Company has determined that there are no indicators of impairment at year-end.

4. Revenue Revenue represents the invoiced value of goods delivered to the customer and is recognised when all criteria for acceptance have been satisfied. The following table provides information about the nature and timing of the satisfaction of performance obligations in revenue contracts with customers, including significant payment terms, and the related revenue recognition policies:

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4. Revenue (cont’d)

Nature of goods or services

The Group generates revenue from sales of polyolefin and compounded products.

When revenue is recognised

Revenue consideration is allocated to the respective performance obligations, i.e. sales of goods and the insurance and freight service, based on their stand-alone selling price. For sales transactions with delivery terms CIF and CFR (i.e. Cost, Insurance & Freight and Cost & Freight), the Company has additional obligation to arrange for the insurance and freight services subsequent to the transfer of the goods to the customer. Management assessed the Group’s performance obligations are as follows: (i) Sale of goods – revenue is recognised at a point of time when control

of goods are transferred to the customers based on trade terms and all criteria for acceptance have been satisfied.

(ii) Freight and insurance – revenue is recognised over the course of service which coincide with the shipment delivery period.

Significant payment terms

Invoices are issued upon goods delivery. The Group provides credit terms of between 30 to 90 days to their customers which are common market credit terms. In cases where, the Group received cash paid in advance of goods delivered and to the extent that they remain undelivered as at reporting date, the Group defers recognition of revenue and recognise such amounts in the statements of financial position as “Contract liabilities”.

Obligations for returns and refunds, if any

Sales returns Customers have the right to return the goods to the Group within 14 days if the products are found defective or do not conform with requirements. For contracts that permit the customer to return an item, revenue is recognised to the extent that revenue recognised will not be reversed. The amount of revenue recognised is adjusted for expected returns, which are estimated based on past sales returns data. The Group will also recognise the related assets for the rights to recover the returned goods as inventories based on the previous carrying amounts of the goods plus expected recovery costs. Volume rebate Volume rebates are given to certain customers based on fulfilment of contractually agreed sales targets over a period of time. Such rebates are accounted for as a variable consideration and is adjusted against revenue. The rebate amount is estimated based on the most likely outcome method and is recognised when the probability of paying the sales rebates to the customers is high. The Group reviews its estimate of expected rebate at each reporting date based on the sales to customers, contingent on a future event occurring or not occurring, and recognise the rebate as a reduction of the revenue.

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4. Revenue (cont’d) Disaggregation of revenue from contracts with customers In the following table, the Group’s revenue from contracts with customers is disaggregated by primary geographical markets and timing of revenue recognition.

2021 2020 US$ US$ Primary geographical markets Austria 586,371,202 302,848,196 Bangladesh 145,139,592 109,342,780 Egypt 525,824,489 263,202,426 India 628,575,818 421,414,714 Pakistan 264,950,048 217,823,832 People’s Republic of China 1,916,354,957 1,696,388,790 Saudi Arabia 148,907,078 153,325,868 Singapore 94,755,211 61,808,697 United Arab Emirates 681,547,810 542,323,642 Vietnam 141,035,841 119,508,665 Others 1,066,362,105 827,202,332 6,199,824,151 4,715,189,942 Timing of revenue recognition Control transferred at a point in time 6,199,824,151 4,715,189,942 Contract balances The following table provides information about receivables and contract liabilities from contracts with customers.

Group Company

31-Dec-21 31-Dec-20 1-Jan-20 31-Dec-21 31-Dec-20 1-Jan-20 US$ US$ US$ US$ US$ US$

Trade receivables 948,751,570 814,281,667 657,951,991 928,734,905 779,743,501 624,051,068

Contract liabilities (42,107,948) (41,616,109) (40,739,837) (28,390,601) (27,063,177) (25,320,274)

Contract liabilities relate to advance consideration received from customer for sale of polyolefin products. The Group did not account for any significant financing component arising from these advances as the related performance obligations are completed within less than 12 months.

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4. Revenue (cont’d) Contract balances (cont’d) Significant changes in the contract liabilities balances during the year are as follows. Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Revenue recognised that was

included in the contract liability balance at the beginning of the year (41,616,109) (40,739,837) (27,063,177) (25,320,274)

Increases due to cash received, excluding amounts recognised as revenue during the year 42,107,948 41,616,109 28,390,601 27,063,177

The Group applies the practical expedient in paragraph 121 of FRS 115 and does not disclose information about its remaining performance obligations if:

• the performance obligation is part of a contract that has an original expected duration of one year or less; or

• the Group has a right to invoice a customer in an amount that corresponds directly with its performance to date, then it recognises revenue in that amount.

5. Other income Group 2021 2020 US$ US$ Commission from related companies 2,038,592 4,826,909 Government grants 764,216 2,359,082 Refund of penalty on late payment − 775,237 Sales of scrap materials 371,981 294,566 Others 304,766 657,565 3,479,555 8,913,359

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6. Finance income and finance cost Group 2021 2020 US$ US$ Interest income on deposit 1,130,459 1,205,248 Interest income on lease receivables 80,658 62,687 Interest income – refund on late payment − 520,544 Net foreign exchange gain − 480,952 Finance income 1,211,117 2,269,431 Interest expense on loan from a related company − 431,578 Interest on lease liabilities 1,192,192 1,418,184 Interest expense (others) 33,281 – Net foreign exchange loss 1,395,004 – Finance cost 2,620,477 1,849,762

7. Profit before taxation The following items have been included in arriving at profit before taxation: Group 2021 2020 US$ US$ Cost of inventories recognised as expense 5,898,381,307 4,477,996,461 Amortisation of intangible assets 314,298 470,080 Depreciation of property, plant and equipment 5,506,015 5,303,319 Depreciation of right-of-use assets 5,337,311 5,664,625 Impairment loss on trade receivables 40,303 72,670 Fee paid to a firm in which a director is a member 21,743 33,326 Lease expenses 3,440,477 3,341,118 Loss on disposal of property, plant and equipment 12,438 35,705 Loss on right-of-use assets at modification of lease

arrangement

− 1,793,901 Research expenses 1,832,204 2,656,091 Employee benefits expense Salaries, bonuses and other costs 138,718,544 130,846,026 Costs to defined contribution plan included in salaries,

bonuses and other costs

5,418,006 3,270,339 Pension cost recharge 34,444,840 − Service cost and interest related to employee benefit

obligations

1,298,058 843,556

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7. Profit before taxation (cont’d) Pension cost recharge pertains to payments that the Group has, during the year, agreed to make to a shareholder, ADNOC, over the next 4 years for the Group’s share of additional pension contributions. The additional pension contributions are as per the agreement between ADNOC and the Abu Dhabi Retirements Benefits Fund in respect of historic services of the Group’s Emirati employees.

8. Tax expense

Group 2021 2020 US$ US$ Current tax expense Current year 11,271,470 7,618,108 Over provision adjustments to tax in respect of prior periods (746,556) (632,205) 10,524,914 6,985,903 Deferred tax expense (Note 13) Movement in temporary differences (1,895,834) (398,768) Withholding tax 1,196,134 538,041 Tax expense 9,825,214 7,125,176 Reconciliation of effective tax rate Profit before tax 78,624,336 63,423,967 Tax using Singapore tax rate of 17% 13,366,137 10,782,074 Tax incentives (6,765,743) (4,337,719) Effect of different tax rates in foreign jurisdictions 1,799,523 2,030,330 Non-taxable income (462,306) (674,785) Non-deductible expenses 564,610 256,728 Over provision adjustments to tax in respect of prior periods (746,556) (632,205) Withholding tax 1,196,134 538,041 Other items 873,415 (837,288) Tax expense 9,825,214 7,125,176 The Company was granted the Global Trader Programme (“GTP”) status by International Enterprise Singapore on 1 January 2015 and its status expiring on 31 December 2024. Under the incentive, income derived from qualifying trading transactions in the Singapore operations will be taxed at the concessionary rate of 5%. The incentive is granted subject to the achievement of certain business volume and other terms and conditions. Income derived from non-qualifying trading transactions is taxed at the standard tax rate of 17%.

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9. Investments in subsidiaries Company 2021 2020 US$ US$ Unquoted equity shares, at cost 78,142,652 78,142,652 As at reporting date, the management assessed the carrying amount of its investments in subsidiaries and concluded that there is no indicator of impairment. The details of the subsidiaries are as follows:

Name of subsidiaries Principal activities

Principal place of business/

country of incorporation

Effective equity interest held by the Group

2021 2020 % % Borouge (India) Pvt Ltd Marketing and support

services India 100 100

Borouge Compounding

Holding Pte Ltd Investment holding Singapore 100 100

Borouge Sales and

Marketing (Shanghai) Co. Ltd

Trading of polyolefins products

People’s Republic of China

100 100

Borouge Egypt LLC Marketing and support

services Arab Republic of

Egypt 100 100

Held through Borouge Compounding Holding Pte Ltd Borouge Compounding

(Shanghai) Co., Ltd Manufacturing of engineering plastics and sale of compounded products

People’s Republic of China

100 100

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10. Property, plant and equipment

Office premises building

Office renovation

Office equipment Computers

Furniture and fitting

Machinery and

equipment Laboratory equipment

Asset under construction Total

US$ US$ US$ US$ US$ US$ US$ US$ US$ Cost At 1 January 2020 20,746,357 8,034,807 1,264,328 13,510,190 3,071,324 33,203,626 6,060,539 3,229,733 89,120,904 Additions − 18,720 13,284 1,089,472 − 333,411 303,720 429,782 2,188,389 Disposals − (155,894) (39,720) (1,024,235) (52,165) (21,129) (73,953) − (1,367,096) Transfers − − 28,537 358,164 6,474 111,679 150,381 (655,235) − Exchange differences 1,274,042 351,061 33,186 308,282 85,613 2,295,557 420,361 286,596 5,054,698 At 31 December 2020

and 1 January 2021 22,020,399 8,248,694 1,299,615 14,241,873 3,111,246 35,923,144 6,861,048 3,290,876 94,996,895 Additions − 166,166 50,301 192,826 168,576 67,246 − 958,377 1,603,492 Disposals − (496,263) (117,670) (1,589,724) (225,699) (26,162) (7,575) − (2,463,093) Transfers − 53,909 26,629 190,173 − − 14,349 (285,060) − Transfers to Intangible

assets − − − − − − − (113,345) (113,345) Exchange differences 449,162 113,805 1,336 152,151 36,731 827,182 159,791 59,925 1,800,083 At 31 December 2021 22,469,561 8,086,311 1,260,211 13,187,299 3,090,854 36,791,410 7,027,613 3,910,773 95,824,032 Accumulated depreciation At 1 January 2020 6,052,763 7,766,038 1,058,919 10,207,839 3,041,460 14,005,104 2,238,738 − 44,370,861 Depreciation 708,954 166,063 79,915 1,771,916 22,862 2,075,996 477,613 − 5,303,319 Disposals − (155,894) (39,720) (1,024,235) (52,166) (10,105) (49,271) − (1,331,391) Exchange differences 407,897 345,193 39,980 293,491 85,372 1,069,296 181,345 − 2,422,574 At 31 December 2020

and 1 January 2021 7,169,614 8,121,400 1,139,094 11,249,011 3,097,528 17,140,291 2,848,425 − 50,765,363

Depreciation 751,948 113,095 92,197 1,832,644 10,397 2,160,989 544,745 − 5,506,015

Disposals - (495,758) (117,670) (1,585,772) (225,293) (26,162) − − (2,450,655)

Exchange differences 154,015 109,766 11,176 111,185 35,097 425,571 73,219 − 920,029 , At 31 December 2021 8,075,577 7,848,503 1,124,797 11,607,068 2,917,729 19,700,689 3,466,389 − 54,740,752 Net carrying amount At 31 December 2021 14,393,984 237,808 135,414 1,580,231 173,125 17,090,721 3,561,224 3,910,773 41,083,280 At 31 December 2020 14,850,785 127,294 160,521 2,992,862 13,718 18,782,853 4,012,623 3,290,876 44,231,532

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10. Property, plant and equipment (cont’d)

Company Office

renovation Office

equipment Computers Furniture and fitting

Machinery and equipment

Asset under construction Total

US$ US$ US$ US$ US$ US$ US$ Cost At 1 January 2020 2,595,872 177,975 8,358,718 1,743,241 33,424 − 12,909,230 Additions 3,214 11,565 438,265 − − 64,787 517,831 Disposals − (1,781) (884,201) − − − (885,982) At 31 December 2020 and

1 January 2021 2,599,086 187,759 7,912,782 1,743,241 33,424 64,787 12,541,079 Additions − 33,617 149,960 − − 5,264 188,841 Disposals (348,990) (61,475) (379,008) (47,457) (26,162) − (863,092) Transfers − − 70,355 − − (70,355) − Transfers from intangible

assets − − − − − 5,567 5,567 Exchange Difference (100) (105) (1,402) 132 − (2) (1,477) At 31 December 2021 2,249,996 159,796 7,752,687 1,695,916 7,262 5,261 11,870,918 Accumulated depreciation At 1 January 2020 2,516,613 163,002 5,947,821 1,722,660 33,424 − 10,383,520 Depreciation 59,797 12,152 1,243,639 13,435 − − 1,329,023 Disposals − (1,781) (884,201) − − − (885,982) At 31 December 2020 and

1 January 2021 2,576,410 173,373 6,307,259 1,736,095 33,424 − 10,826,561 Depreciation 17,908 10,994 1,143,817 7,065 − − 1,179,784 Disposals (348,974) (61,475) (378,985) (47,437) (26,162) − (863,033) Exchange Differences (100) 14 (766) 134 − − (718) At 31 December 2021 2,245,244 122,906 7,071,325 1,695,857 7,262 − 11,142,594 Net carrying amount At 31 December 2021 4,752 36,890 681,362 59 − 5,261 728,324 At 31 December 2020 22,676 14,386 1,605,523 7,146 − 64,787 1,714,518

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10. Property, plant and equipment (cont’d) The depreciation charge amounting US$3,102,718 and US$2,403,297 (2020: US$2,907,693 and US$2,395,626) are included under ‘Cost of sales’ and ‘General and administrative expenses’ respectively.

11. Right-of-use assets

Group Land-use

rights Leases of premises

Leases of machinery

and equipment Total US$ US$ US$ US$ Cost At 1 January 2020 3,379,021 31,003,498 160,418 34,542,937 Additions − 11,432,773 140,136 11,572,909 Modification of lease liability − (4,818,051) (1,933) (4,819,984) Exchange differences 233,713 1,220,725 11,012 1,465,450 At 31 December 2020 and 1 January 2021 3,612,734 38,838,945 309,633 42,761,312 Additions − 95,671 196,150 291,821 Retirement − (1,085,900) (157,202) (1,243,102) Exchange differences 84,052 1,269,398 (3,937) 1,349,513 At 31 December 2021 3,696,786 39,118,114 344,644 43,159,544 Accumulated depreciation At 1 January 2020 688,488 5,700,059 56,487 6,445,034 Depreciation 68,114 5,507,297 89,214 5,664,625 Modification of lease liability − (1,113,546) (411) (1,113,957) Exchange differences 51,421 362,807 8,756 422,984 At 31 December 2020 and 1 January 2021 808,023 10,456,617 154,046 11,418,686 Depreciation 72,662 5,160,285 104,364 5,337,311 Retirement − (1,085,900) (157,202) (1,243,102) Exchange differences 19,727 182,161 (7,516) 194,372 At 31 December 2021 900,412 14,713,163 93,692 15,707,267 Net carrying amount At 31 December 2021 2,796,374 24,404,951 250,952 27,452,277 At 31 December 2020 2,804,711 28,382,328 155,587 31,342,626 In the prior year, the Group entered into early termination for certain leased premises, and it is accounted for as a lease modification with a derecognition to the right-of-use assets.

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11. Right-of-use assets (cont’d)

Company Leases of premises

Leases of machinery

and equipment Total US$ US$ US$ Cost At 1 January 2020 13,212,951 5,499 13,218,450 Additions 8,439,878 43,709 8,483,587 Modification of lease liability (259,132) − (259,132) At 31 December 2020 and 1 January 2021 21,393,697 49,208 21,442,905 Additions 100,244 1,163 101,407 Retirement (91,717) − (91,717) Exchange Difference 4,487 (259) 4,228 At 31 December 2021 21,406,711 50,112 21,456,823 Accumulated depreciation At 1 January 2020 2,784,187 153 2,784,340 Depreciation 2,585,700 10,511 2,596,211 Modification of lease liability (155,479) − (155,479) At 31 December 2020 and 1 January 2021 5,214,408 10,664 5,225,072 Depreciation 2,491,660 16,669 2,508,329 Retirement (91,717) − (91,717) Exchange Difference 42,949 (293) 42,656 At 31 December 2021 7,657,300 27,040 7,684,340 Net carrying amount At 31 December 2021 13,749,411 23,072 13,772,483 At 31 December 2020 16,179,289 38,544 16,217,833

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12. Intangible assets

Group Computer software

Licensing right

Asset under

construction Total US$ US$ US$ Cost At 1 January 2020 1,550,601 1,052,632 8,945 2,612,178 Additions 58,862 − 121,695 180,557 Transfers 73,481 − (73,481) − Exchange differences 69,599 − − 69,599 At 31 December 2020 and 1 January

2021 1,752,543 1,052,632 57,159 2,862,334 Additions 21,244 − 273,466 294,710 Disposals (4,590) − − (4,590) Transfers 170,504 − (170,504) − Transfers from Property, Plant, and

Equipment − − 113,345 113,345 Exchange differences 37,456 − − 37,456 At 31 December 2021 1,977,157 1,052,632 273,466 3,303,255 Accumulated depreciation At 1 January 2020 849,922 1,052,632 − 1,902,554 Amortisation 470,080 − − 470,080 Exchange differences 59,800 − − 59,800 At 31 December 2020 and 1 January

2021 1,379,802 1,052,632 − 2,432,434 Amortisation 314,298 − − 314,298 Disposals (4,590) − − (4,590) Exchange differences 24,474 − − 24,474 At 31 December 2021 1,713,984 1,052,632 − 2,766,616 Net carrying amount At 31 December 2021 263,173 − 273,466 536,639 At 31 December 2020 372,741 − 57,159 429,900

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12. Intangible assets (cont’d)

Company Computer software

Licensing right

Asset under

construction Total US$ US$ US$ Cost At 1 January 2020 547,232 1,052,632 8,945 1,608,809 Additions 58,862 − 52,170 111,032 Transfers 8,945 − (8,945) − At 31 December 2020 and 1 January

2021 615,039 1,052,632 52,170 1,719,841 Additions 205 − 35,880 36,085 Disposals (4,590) − − (4,590) Transfers 46,603 − (46,603) − Transfers to Property, Plant, and

Equipment − − (5,567) (5,567) Exchange Difference 21,922 − − 21,922 At 31 March 2021 679,179 1,052,632 35,880 1,767,691 Accumulated depreciation At 1 January 2020 158,696 1,052,632 − 1,211,328 Amortisation 255,216 − − 255,216 At 31 December 2020 and 1 January

2021 413,912 1,052,632 − 1,466,544 Amortisation 157,221 − − 157,221 Disposals (4,590) − − (4,590) At 31 December 2021 566,543 1,052,632 − 1,619,175 Net carrying amount At 31 December 2021 112,636 − 35,880 148,516 At 31 December 2020 201,127 − 52,170 253,297 The amortisation of intangible assets was included in “General and administrative expenses”.

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13. Deferred tax assets/(liabilities) Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities 2021 2020 2021 2020 US$ US$ US$ US$ Group Property, plant and

equipment 10,396 − − (130,421) Right-of-use assets 346,788 430,195 − − Provision for unutilised leave 336,922 301,817 − − Other provisions 4,607,020 2,854,385 − − 5,301,126 3,586,397 − (130,421) Set off of tax − (92,299) − 92,299 Translation 92,216 − − − Net deferred tax assets/

(liabilities) 5,393,342 3,494,098 − (38,122) Company Property, plant and

equipment

− −

(40,919) (92,299) Right-of-use assets 123,065 284,168 − − Provision for unutilised leave 113,062 125,282 − − Other provisions 3,131,737 1,389,428 − − 3,367,864 1,798,878 (40,919) (92,299) Set off of tax (40,919) (92,299) Net deferred tax assets 3,326,945 1,706,579

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13. Deferred tax assets/(liabilities) Movements in temporary differences during the year

At 1 January

Recognised in profit or loss*

At 31 December

Recognised in profit or loss*

At 31 December

2021 US$ US$ US$ US$ US$ Deferred tax assets Right-of-use assets 78,697 351,498 430,195 (70,669) 359,526 Property, plant and

equipment – –

– 10,920 10,920 Provision for

unutilised leave 220,275 81,542 301,817 45,429 347,246 Other provisions 3,122,858 (268,473) 2,854,385 1,779,733 4,634,118 3,421,830 164,567 3,586,397 1,765,413 5,351,810 Set off of tax (304,040) (92,299) – – Net deferred tax

assets 3,117,790 3,494,098 – 5,351,810 Deferred tax

liabilities Property, plant and

equipment (195,887) 65,466

(130,421) 130,421 – Right-of-use assets (168,735) 168,735 – – – (364,622) 234,201 (130,421) 130,421 – Set off of tax 304,040 92,299 – Net deferred tax

liabilities (60,582)

(38,122) – Translation – – 41,532 Net deferred tax

(liabilities)/ assets 3,057,208

3,455,976 5,393,342 * See Note 8.

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13. Deferred tax assets/(liabilities) Movements in temporary differences during the year (cont’d)

Company

At 1 January

Recognised in profit or loss

At 31 December

Recognised in profit or loss

At 31 December

2021 US$ US$ US$ US$ US$ Deferred tax assets Right-of-use assets – 284,168 284,168 (161,103) 123,065 Provision for

unutilised leave 85,958 39,324 125,282 (12,220) 113,062 Other provisions 1,285,436 103,992 1,389,428 1,742,309 3,131,737 1,371,394 427,484 1,798,878 1,568,986 3,367,864 Deferred tax

liabilities Property, plant and

equipment (135,306) 43,007 (92,299) 51,380 (40,919) Right-of-use assets (168,735) 168,735 – – – (304,041) 211,742 (92,299) 51,380 (40,919) Net deferred assets 1,067,353 1,706,579 3,326,945

14. Trade receivables

Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Third parties 808,150,928 693,679,157 778,300,146 659,140,991 Shareholders 140,705,651 120,675,180 150,539,768 120,675,180 948,856,579 814,354,337 928,839,914 779,816,171 Less: Loss allowance (105,009) (72,670) (105,009) (72,670) 948,751,570 814,281,667 928,734,905 779,743,501 Trade receivables are held within a held-to-collect business model consistent with the Group’s and the Company’s continuing recognition of these trade receivables. The Group’s and the Company’s exposures to credit and market risks, and impairment losses for trade receivables are disclosed in Note 29.

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15. Other receivables and prepayments Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Shareholders 980,759 2,127,558 980,759 2,127,558 Subsidiaries – – 2,085,851 2,609,825

Related companies 36,205,502 29,422,879 36,204,494 29,099,904 Other receivables 2,796,832 3,094,675 1,342,100 3,066,262 Tax recoverable 1,410,097 3,109,108 1,410,097 3,109,108 Deposits 2,084,507 1,986,314 1,044,730 1,015,011 43,477,697 39,740,534 43,068,031 41,027,668 Prepayments 3,858,581 4,374,604 2,499,669 2,877,756 47,336,278 44,115,138 45,567,700 43,905,424

Current 45,526,825 41,919,029 43,758,247 41,709,315 Non-current 1,809,453 2,196,109 1,809,453 2,196,109 47,336,278 44,115,138 45,567,700 43,905,424 Other receivables are held within a held-to-collect business model consistent with the Group’s and the Company’s continuing recognition of these other receivables. Included in the Group’s and the Company’s amounts due from related companies are lease receivables amounting to US$1,885,407 (2020: US$2,256,815) of which US$1,591,103 (2020: US$1,967,561) has been classified as non-current at year-end (Note 18). The amounts due from shareholders, subsidiaries and related companies are non-trade in nature, unsecured, interest-free, and are repayable on demand. The Group’s and the Company’s exposures to credit and market risks for other receivables are disclosed in Note 29.

16. Inventories Group 2021 2020 US$ US$ Raw materials 5,646,686 6,777,272 Finished goods 6,978,176 5,593,580 12,624,862 12,370,852 During the financial year ended 31 December 2021, changes in inventories recognised as cost of sales amounted to US$5,898,381,307 (2020: US$4,477,996,461).

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17. Cash and cash equivalents Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Cash and bank balances 65,453,528 135,797,334 50,427,121 117,640,147 Short-term deposits 44,964,710 50,762,398 – − 110,418,238 186,559,732 50,427,121 117,640,147 Included in the Group’s cash and cash equivalents are cash and bank balances of US$50,456,507 (2020: US$54,829,785) that are denominated in Chinese Renminbi (“RMB”). RMB is not a freely convertible currency and the remittance of funds out of the People’s Republic of China (“PRC”) is subject to exchange restrictions imposed by the PRC government. Short-term deposits earn interest at floating rate of 1.62% (2020: 1.62%) per annum. The Group’s and the Company’s exposures to credit and market risks for cash and cash equivalents are disclosed in Note 29.

18. Leases Leases as lessee The Group leases land, office premises and other equipment. The lease tenor ranges from 2 to 50 years and may include option to renew at expiration of leases. Part of a leased property has been sub-let by the Group to a related company. The head lease and sub-lease expire in 2024, with an option to renew the lease after that date. The Group leases equipment with lease term of less than one year under FRS 116. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases. Information about leases for which the Group is a lessee is presented below. Right-of-use assets The Group’s and the Company’s movement right-of-use assets is disclosed in Note 11.

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18. Leases (cont’d) Leases as lessee (cont’d) Lease liabilities Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Maturity analysis -

contractual undiscounted cash flows

Less than one year 5,484,892 5,849,212 3,115,924 3,268,712 One to five years 20,514,532 20,385,573 12,350,734 12,592,248 More than five years 4,217,238 8,742,031 2,606,348 5,593,504 Total undiscounted lease

liabilities 30,216,662 34,976,816 18,073,006 21,454,464 Lease liabilities included

in the statements of financial position

Current 4,550,982 4,987,619 2,539,641 2,877,963 Non-current 23,682,882 27,184,305 13,852,554 16,388,970 Total 28,233,864 32,171,924 16,392,195 19,266,933 Amounts recognised in profit or loss Group 2021 2020 US$ US$ Interest on lease liabilities 1,192,192 1,418,184 Depreciation of right-of-use assets 5,337,311 5,664,625 Expenses relating to short-term leases 3,440,477 3,341,118 Amounts recognised in consolidated statement of cash flows Group 2021 2020 US$ US$ Total cash outflow for leases 5,422,074 7,109,300

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18. Leases (cont’d) Leases as lessee (cont’d) Lease liabilities (cont’d) Options to renew

Some property leases contain extension options exercisable by the Group before the end of the non-cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. Subsequent measurement of the lease liabilities, the Group reassess if it is still reasonably certain to exercise the renewal option taking into account events or circumstances which result in the renewal options not being exercised. The Group had assessed that lease extension options will be exercised and as such accounted for these extended periods as part of right-of-use assets and lease liabilities. Leases as lessor The Group sub-leased an office that has been presented as part of a right-of-use asset building, to its related company, ADNOC Marketing International (Singapore) Pte Limited). From November 2021, the lease has been taken over by ADNOC Global Trading Asia Pte. Ltd. During the financial year, the Group recognised interest income on lease receivables of US$80,658 (2020: US$62,687). The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date. Group and Company 2021 2020 US$ US$ Less than one year 363,155 371,128 One to two years 363,155 371,128 Two to three years 364,971 371,128 Three to four years 374,049 372,984 More than four years 645,875 1,083,078 Total undiscounted lease receivable 2,111,205 2,569,446 Unearned finance income (225,798) (312,631) Net investment in the lease 1,885,407 2,256,815

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18. Leases (cont’d) Reconciliation of movement of lease liabilities to cash flows arising from financing activities Group 2021 2020 US$ US$ Balance at 1 January 32,171,924 27,007,744 Changes from financing cash flows Interest paid (1,192,192) (1,418,184) Payment of lease liabilities (4,229,882) (5,691,116) Total changes from financing cash flows (5,422,074) (7,109,300) Other changes Interest expense 1,192,192 1,418,184 New lease liabilities 291,822 12,767,422 Modification of lease liability − (1,912,126) Total other changes 1,484,014 12,273,480 Balance at 31 December 28,233,864 32,171,924

19. Employee benefit obligations Included in the Group’s “employee benefit obligations” are post-employment benefit plans that the Group has awarded to employees in the United Arab Emirates and India. Under these plans, qualifying employees will receive gratuity benefits when they leave service. The employees are entitled to receive a lumpsum benefits based on their last drawn salaries taking into account the number of years of their service to the Group. The post-employment benefit plan is unfunded. In the estimation of the employee benefit obligations, the Group engaged an independent actuary to assess the post-employment benefit plan obligation. The post-employment benefit plan exposes the Group to actuarial risks such as mortality rates, interest rates, and expected retirement and termination rates.

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19. Employee benefit obligations (cont’d) Movement in liability The following table shows a reconciliation from the opening balances to the closing balances for the liability and its components. Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Balance at 1 January 10,008,700 8,145,425 9,885,493 8,035,675 Included in profit or loss Current service cost 1,127,097 643,213 1,079,091 625,856 Interest cost 170,961 200,343 164,583 200,343 1,298,058 843,556 1,243,674 826,199 Included in OCI Remeasurement loss arising

- demographic assumptions 8,759 – 8,759 – - financial assumptions (270,681) 722,765 (421,299) 726,665 - experience adjustment 581,756 1,171,023 609,508 1,171,023

- return on assets 832 – – – 320,666 1,893,788 196,968 1,897,688 Other Benefits paid (488,834) (874,069) (448,748) (874,069)

FX realignment (2,812) – (2,434) – Balance at 31 December 11,135,778 10,008,700 10,874,953 9,885,493 Current 1,007,707 957,758 1,003,530 957,758 Non-current 10,128,071 9,050,942 9,871,423 8,927,735 11,135,778 10,008,700 10,874,953 9,885,493

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19. Employee benefit obligations (cont’d) Actuarial assumptions The following were the key actuarial assumptions at the reporting date: Group and Company 2021 2020 US$ US$ Discount rate 2.25% to 7.12% 1.75% Salary escalation rate 4.8% to 11% 4.00% Voluntary termination rate (age between 16 to 59) 5.00% to 30.00% 5.00% to 30.00% Retirement age 60 to 65 60 At 31 December 2021, the weighted-average duration of the employee benefit obligations was 9.3 to 15.92 years (2020: 9.0 years). Sensitivity analysis Reasonable possible changes at 31 December 2021 to one of the actuarial assumptions, holding other assumptions constant, would have affected the employee benefit obligations by the amounts shown below: Group and Company 2021 2020 Increase Decrease Increase Decrease US$ US$ US$ US$ Discount rate (1% movement) (829,250) 944,481 (726,654) 826,528 Salary escalation rate 1%

movement) 953,070 (851,800) 826,814 (743,047) Pre-retirement voluntary exit

rate (5% movement) (364,477) 574,917 (434,999) 693,792

20. Trade payables Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Third parties 3,363,494 4,583,746 18,691 – Shareholders 64,099,065 43,284,500 64,099,065 43,284,500 Subsidiaries – – 41,819 34,782 Related companies 747,712,709 716,981,299 746,803,830 699,725,879 815,175,268 764,849,545 810,963,405 743,045,161 The Group’s and the Company’s exposures to market and liquidity risks for trade payables are disclosed in Note 29.

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21. Accruals and other payables Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Shareholders 36,012,268 1,279,718 36,012,268 1,279,718 Subsidiaries – – 4,490,557 4,785,921 Related companies 4,490,415 4,203,580 5,092,199 4,199,323 Other creditors 11,307,005 12,878,404 10,317,212 7,476,005 Dividend Payable 60,000,000 – 60,000,000 – Accrued sales rebate 31,118,692 24,004,285 26,139,659 22,196,282 Other accruals 19,940,461 19,668,682 13,658,264 14,102,068 Commissions payable 1,434,599 2,979,529 1,434,599 2,979,529 Accruals for employee

unutilised leave 3,322,216 3,303,069 2,260,852 2,505,638 167,625,656 68,317,267 159,405,610 59,524,484 Current 147,208,803 69,172,636 138,988,757 59,524,484 Non-current 20,416,853 − 20,416,853 − 167,625,656 68,317,267 159,405,610 59,524,484

The amounts due to shareholders, subsidiaries and related companies are non-trade in nature, unsecured, interest-free, and are repayable on demand. Included in amounts due to shareholders are pension cost recharges amounting to US$34,444,840 (2020: US$ Nil) due to a shareholder (Note 7). The Group’s and the Company’s exposures to market and liquidity risks for other payables are disclosed in Note 29.

22. Share capital Group and Company 2021 2020 US$ US$ Issued and fully paid, with no par value 5,500,000 ordinary shares at beginning and end of the year 3,201,780 3,201,780 All shares rank equally with regards to the Group’s residual assets. The holder of ordinary shares is entitled to receive dividends as declared from time to time, and is entitled to one vote per share at meetings of the Group.

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23. Capital reserve The capital reserve relates to the following: (i) A waiver of a related party payable balance due to Abu Dhabi Polymers Company

Limited (“ADP”), a subsidiary of Abu Dhabi National Oil Company (“ADNOC”), amounting to US$14,801,053 in prior years.

(ii) According to the PRC regulation, retained earnings and other reserves amounting to US$63,262 was debited to capital reserve upon the de-registration of Borouge Sales and Marketing (Guangzhou) Co. Ltd in year 2018.

24. Other reserve and translation reserve

Other reserve Pursuant to the relevant laws and regulations of PRC, a portion of the profit of a subsidiary established in PRC is require to transfer to a statutory reserve fund which is restricted in use. Translation reserve The translation reserve comprises foreign currency differences arising from the translation of the financial statements of foreign operations into the Group’s presentation currency.

25. Dividends Group 2021 2020 US$ US$ One-tier Singapore tax-exempt dividend of US$18.18

(2020: US$6.36) per ordinary share in respect of year ended 31 December 2020 (2020: 31 December 2019) 100,000,000 35,000,000

One-tier Singapore tax-exempt interim dividend of US$10.91

(2020: US$Nil) per ordinary share in respect of year ended 31 December 2021 (2020: US$Nil) 60,000,000 –

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26. Related parties Transactions with directors and other key management personnel Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. The directors of the Company, directors of the subsidiaries and certain members of the management team are considered as key management of the Group. Key management personnel compensation comprised: Group 2021 2020 US$ US$ Short-term employee benefits 7,090,217 6,502,817 Post-employment benefits (including costs to defined

contribution plan)

508,640 505,876 Other employment benefits 550,969 1,080,078 8,149,826 8,088,771 Other related party transactions The Company’s directors are employees of the shareholders. No apportionment has been made as the services provided by these directors to the Group are incidental to their responsibilities to the shareholders. The Company is a joint venture between the Abu Dhabi National Oil Company (“ADNOC”) and Borealis AG. Related parties in the financial statements refer to members of the shareholders' group of companies. In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions with related parties took place at terms agreed between the parties during the financial year: Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Shareholders Sale of goods 699,736,038 424,982,219 699,736,038 424,982,219 Purchase of goods (348,468,997) (341,248,471) (348,468,997) (341,248,471) Pension costs recharged (34,444,840) - (34,444,840) - Secondee costs recharged (2,662,361) (3,615,716) (2,640,073) (3,566,467)

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26. Related parties (cont’d) Other related party transactions (cont’d) Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Related parties Purchase of goods (5,506,798,710) (4,079,828,849) (5,380,113,966) (3,846,447,336) Commission income 2,038,551 4,826,909 2,038,551 4,826,909 Interest income on lease

receivables 68,135 62,687 80,658 62,687 Interest expense on loan – (431,578) – – IT services recharged (5,976,323) (5,762,807) (5,976,323) (5,762,807) Supply chain cost

recharged (12,539,189) (12,091,551) (12,539,189) (12,091,551) Recharge of innovation

centre and project cost 22,718,769 26,050,494 22,718,769 26,050,494

27. Fair value of assets and liabilities A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset

or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data

(unobservable inputs). If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest). Measurement of fair values The carrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables, approximate their respective fair values due to the relative short-term maturity of these financial instruments. The carrying amounts of long-term liabilities are approximate their fair values. Fair value is calculated based on the present value of future cash flows, discounted at the market rate of interest at the reporting date, using the Level 2 valuation inputs.

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27. Fair value of assets and liabilities (cont’d) Accounting classifications The carrying amounts and fair values of financial assets and financial liabilities are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Financial assets

measured at amortised cost

Trade receivables 948,751,570 814,281,667 928,734,905 779,743,501 Other receivables* 42,067,600 36,631,426 41,657,934 37,918,560

Cash and cash equivalents 110,418,238 186,559,732 50,427,121 117,640,147 1,101,237,408 1,037,472,825 1,020,819,960 935,302,208 * Excludes prepayments and tax recoverable. Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Financial liabilities

measured at amortised cost

Trade payables 815,175,268 764,849,545 810,963,405 743,045,161 Accruals and other

payables+ 164,303,440 65,014,198 157,144,758 57,018,846 979,478,708 829,863,743 968,108,163 800,064,007 + Excludes accruals for employee unutilised leave.

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28. Financial instruments Financial risk management Overview The Group has exposure to the following risks from its use of financial instruments:

• credit risk;

• liquidity risk; and

• market risk. This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Risk management framework Risk management is integral to the whole business of the Group. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Credit risk Credit risk is the risk of financial loss to the Group or the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations, and arises primarily from the Group’s and the Company’s receivables from customers. The carrying amounts of financial assets represent the Group’s and the Company’s maximum exposures to credit risk, before taking into account any collateral held. The Group and the Company do not hold any collateral in respect of their financial assets. Impairment losses on financial assets recognised in profit or loss were as follows: Group 2021 2020 US$ US$ Impairment loss on trade receivables arising from contracts

with customers (40,302) (72,670)

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28. Financial instruments (cont’d) Financial risk management (cont’d) Credit risk (cont’d) Trade receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Details of concentration of revenue are included in Note 4. When customers fail to meet the Group’s benchmark creditworthiness, these customers transact with the Group based on cash in advance term. The Group trade with recognised and creditworthy third parties and related parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. The Group is monitoring the economic environment in response to the COVID-19 pandemic and is taking actions to limit its exposure to customers that are severely impacted. The Group does not require collateral in respect of trade receivables. The Group does not have trade receivables for which no loss allowance is recognised because of collateral. Exposure to credit risk The exposure to credit risk for trade receivables at the reporting date by geographical region was as follows: Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Austria 150,539,768 80,897,611 150,539,768 80,897,611 Egypt 166,289,752 72,783,846 166,289,752 72,783,846 India 99,906,895 95,834,951 99,906,895 95,834,951 People’s Republic of China 206,233,820 212,410,579 186,217,155 177,872,413

Singapore 6,537,563 5,876,871 6,537,563 5,876,871

United Arab Emirates 103,137,100 113,442,814 103,137,100 113,442,814

Others 214,211,267 233,034,995 214,211,267 233,034,995 946,856,165 814,281,667 926,839,500 779,743,501 Expected credit loss assessment for customers The Group uses an allowance matrix to measure the ECLs of trade receivables from customers. Loss rates are calculated based on actual credit loss experience over the past 3 years and adjusted for using Group’s review on the current and economic conditions over the expected lives of the receivables only if these factors have a significant impact to the credit loss.

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28. Financial instruments (cont’d) Credit risk (cont’d) Trade receivables (cont’d) Expected credit loss assessment for customers (cont’d) The following table provides information about the exposure to credit risk and ECLs for the trade receivables for customers.

Weighted average loss rate

Gross carrying amount

Expected credit loss allowance

Credit impaired amounts

Total impairment

loss allowance

% US$ US$ US$ Group

Current (not past due) 0.0001 923,717,292 (1,024) – (1,024) 1 to 30 days past due 0.0002 17,549,713 (27) – (27) 31 to 90 days past due 0.0149 2,848,068 (424) – (424) More than 90 days

past due 2.1836 4,741,506 – (103,534) (103,534) 948,856,579 (1,475) (103,534) (105,009) 2020

Current (not past due) 0.0001 775,823,948 (892) – (892) 1 to 30 days past due 0.0001 21,150,821 (22) – (22) 31 to 90 days past due 0.0019 14,838,575 (285) – (285) More than 90 days

past due 2.8127 2,540,993 – (71,471) (71,471) 814,354,337 (1,199) (71,471) (72,670)

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28. Financial instruments (cont’d) Credit risk (cont’d) Trade receivables (cont’d) Expected credit loss assessment for customers (cont’d)

Weighted average loss rate

Gross carrying amount

Expected credit loss allowance

Credit impaired amounts

Total impairment

loss allowance

% US$ US$ US$ Company

Current (not past due) 0.0001 903,700,626 (1,024) – (1,024) 1 to 30 days past due 0.0002 17,549,713 (27) – (27) 31 to 90 days past due 0.0149 2,848,068 (424) – (424) More than 90 days

past due 2.1836 4,741,507 – (103,534) (103,534) 928,839,914 (1,475) (103,534) (105,009)

Current (not past due) 0.0001 741,250,207 (892) – (892) 1 to 30 days past due 0.0001 21,120,230 (22) – (22) 31 to 90 days past due 0.0019 14,904,741 (285) – (285) More than 90 days

past due 2.8127 2,540,993 – (71,471) (71,471) 779,816,171 (1,199) (71,471) (72,670) The Group has trade receivables amounting to US$864.2 million (2020: US$730.2 million) for which no ECL allowance is recognised because of the credit guarantee received from its suppliers which are the related parties of the Group in respect of those sales transacted on a back-to-back basis. The Group will be released from its payment obligations if the customer payment obligations are reasonably deemed unrecoverable with appropriate due diligence exercise performed. ECL is computed on the portion of trade receivables that are not covered by the credit guarantee. As at 31 December 2021, these portion of trade receivables amounted to US$82.8 million (2020: US$84.2 million). The Group continues to monitor the economic environment in response to the COVID-19 pandemic and to adjust their credit controls to limit its exposures.

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28. Financial instruments (cont’d) Credit risk (cont’d) Trade receivables (cont’d) Movements in allowance for impairment in respect of trade receivables The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Group Company 2021 2020 2021 2020 US$ US$ US$ US$ Balance at 1 January 72,670 87,265 72,670 87,265 Impairment loss recognised 105,009 72,670 105,009 72,670 Impairment loss reversed (64,707) (76,090) (64,707) (76,090) Amounts utilised (7,963) (11,175) (7,963) (11,175) Balance at 31 December 105,009 72,670 105,009 72,670 Non-trade amounts due from related companies (shareholders/subsidiaries/related companies) The Group and the Company held non-trade receivables from its related companies and these balances are short term funding or credit provided to related companies. The Group and the Company uses an approach based on an assessment of qualitative and quantitative factors that are indicative of the risk of default (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections, and available press information, if available, and applying experienced credit judgement). There is no significant increase in credit risk for these exposures. Therefore, impairment on these balances has been measured on the 12-month ECL basis; and the amount of the allowance is negligible. Other financial assets at amortised cost For the purpose of impairment assessment, the other financial assets at amortised cost, such as deposits and other receivables, are considered to have low credit risk as they are not due for payment at the end of the reporting period and there has been no significant increase in the risk of default on the receivables since initial recognition. In determining the ECL, management has taken into account the historical default experience and the financial position of the counterparties, adjusted for factors that are specific to the debtors and general economic conditions of the industry in which the debtors operate, in estimating the probability of default of each of these financial assets occurring within their respective loss assessment time horizon, as well as the loss upon default in each case. The amount of the allowance on other financial assets at amortised cost is negligible.

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28. Financial instruments (cont’d) Credit risk (cont’d) Cash and cash equivalents The cash and cash equivalents are held with bank and financial institution counterparties which are rated AA- to AA+, based on Fitch ratings. Impairment on cash and cash equivalents has been measured on the 12-month ECL basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. The amount of the allowance on cash and cash equivalents is negligible. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. When necessary, the Group may request for funding from shareholders to maintain sufficient cash reserves for liquidity contingencies. The COVID-19 pandemic lockdown experienced in various countries in 2020 restricted the Group’s business activities. The Group has taken and continues to take actions to mitigate any impacts arising from such restrictions including tighter control over capital expenditures and operating expenses. In the current year, the Group had reduced discretionary expenditures and maintained higher cash reserve. Notwithstanding, the Group will continue monitor the pandemic situation which remains fluid and uncertain, and make necessary adjustments to manage its liquidity risks.

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28. Financial instruments (cont’d) Liquidity risk (cont’d) Exposure to liquidity risk The following are the remaining contractual maturity of financial liabilities. The amounts are gross and undiscounted, and include contractual interest payments: Carrying

amount Contractual cash flows

1 year or less

1 to 5 years

More than 5 years

US$ US$ US$ US$ US$

Lease liabilities 28,233,864 30,216,662 5,484,892 20,514,532 4,217,238

Trade payables 815,175,268 815,175,268 815,175,268 – –

Accruals and other

payables+ 164,303,440 164,303,440 141,940,279 22,363,161 –

1,007,712,572 1,009,695,370 962,600,439 42,877,693 4,217,238

Trade payables 764,849,545 764,849,545 764,849,545 – –

Accruals and other

payables+ 65,014,198 65,014,198 65,014,198 – –

862,035,667 864,840,559 835,712,955 20,385,573 8,742,031

Company

Trade payables 810,963,405 810,963,405 810,963,405 – –

Accruals and other

payables+ 157,144,758 157,144,758 135,802,333 21,342,425 –

984,500,358 986,181,169 949,881,662 33,693,159 2,606,348

Trade payables 743,045,161 743,045,161 743,045,161 – –

Accruals and other

payables+ 57,018,846 57,018,846 57,018,846 – –

819,330,940 821,518,471 803,332,719 12,592,248 5,593,504

+ Excludes accruals for employee unutilised leave.

- 66 -

28. Financial instruments (cont’d) Liquidity risk (cont’d) The maturity analysis shows the contractual undiscounted cash flows of the Group’s and the Company’s financial liabilities on the basis of their earliest possible contractual maturity. It is not expected that the cash flows included in the maturity analysis above could occur significantly earlier, or at significantly different amounts. Market risk Market risk is the risk that changes in market price, such as foreign exchange rates and interest rates that will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. Currency risk The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings, including inter-company sales, purchases and inter-company balances, that are denominated in a currency other than the respective functional currencies of Group entities. The currencies in which these transactions primarily are denominated are the Singapore dollar (“SGD”) and Euro (“EUR”). Exposure to currency risk The summary of quantitative data about the exposure to currency risk as reported to the management of the Group is as follows: SGD EUR US$ US$ Group 2021 Trade receivables – 6,074,065 Other receivables 1,408,110 77,270 Cash and cash equivalents 3,219,115 1,925,845 Lease liabilities (16,212,726) – Trade payables – (7,963,869) Accrual and other payables (3,893) (32,685) Net exposure (11,589,394) 80,626

- 67 -

28. Financial instruments (cont’d) Market risk (cont’d) Currency risk (cont’d) Exposure to currency risk (cont’d) SGD EUR US$ US$ Group 2020 Trade receivables – 20,181,523 Other receivables 3,684,408 695,525 Cash and cash equivalents 487,755 3,377,814 Lease liabilities (19,009,705) – Trade payables – (7,557,009) Accrual and other payables (9,290,439) (396,768) Net exposure (24,127,981) 16,301,085 Company 2021 Trade receivables – 6,074,065 Other receivables 1,408,110 51,250 Cash and cash equivalents 3,219,115 1,925,845 Lease liabilities (16,212,726) – Trade payables – (7,963,869) Accrual and other payables – – Net exposure (11,585,501) 87,291 Company 2020 Trade receivables – 20,181,523 Other receivables 3,620,639 33,690 Cash and cash equivalents 487,755 3,377,814 Lease liabilities (19,009,705) – Trade payables – (7,322,502) Accrual and other payables (9,250,429) (1,758,791) Net exposure (24,151,740) 14,511,734

- 68 -

28. Financial instruments (cont’d) Market risk (cont’d) Currency risk (cont’d) Sensitivity analysis A 10% strengthening/(weakening) of the following currencies against the functional currencies of the Group entities at 31 December would have increased/(decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. Group Company 2021 2020 2021 2020 US$ US$ US$ US$ SGD (1,158,939) (2,412,798) (1,158,877) (2,415,174) EUR 8,063 1,630,109 8,729 1,451,173 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Group’s exposure to interest rate risk arises primarily from their short-term deposit. Exposure to interest rate risk At the reporting date, the interest rate profile of the interest-bearing financial instruments, as reported to the management, was as follows: Group Company Nominal amount Nominal amount 2021 2020 2021 2020 US$ US$ US$ US$ Variable rate instruments Financial assets - Short-term deposit 44,964,710 50,762,398 – – Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets at FVTPL. Therefore, in respect of the fixed rate instruments, a change in interest rates at the reporting date would not affect profit or loss.

- 69 -

28. Financial instruments (cont’d) Capital management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital employed by the Group consists of debt and equity attributable to owners of the Company, comprising share capital, reserves and retained earnings. There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

29. Segment information For management purpose, the Group is organized as one business unit based on the products and services and has only one reportable segment. The Group is managed as a single business unit and the financial performance is reported in the internal reporting provided to the Chief Operating Decision-maker (“CODM”). The Board of Directors (“BOD”), which is responsible for allocating resources and assessing performance of the operating segments, has been identified as the CODM that makes strategic decisions. The financial information reviewed by the CODM is based on the financial information for the Group. The CODM monitors the operating results of its business unit separately for the purpose of making decisions about resource allocation and performance assessment. CODM regularly reviews the statement of profit or loss and other comprehensive income. CODM’s function is to allocate resources to and assess the performance of the operating segments of the Group. Based on the review and assessment of CODM, the Group has a single operating segment. There are no other economic characteristics within the Group that will lead to determination of other operating segments. This analysis requires significant judgement as to the circumstances of the Group. The Group does not have any operating segments that are aggregated. CODM has considered the following criteria in determining the operating segments of the Group: • the nature of products and services; • the nature of the production processes; • the type or class of customer for their products and services; and • the methods used to distribute their products or provide their services; Based on the criteria and evaluation above, CODM has determined that the Group has only one operating segment, which is consistent with the internal reporting and performance measurement.

- 70 -

30. Reclassification of accounts Certain accounts in the consolidated statement of financial position as of 31 December 2020 have been reclassified to conform with the 31 December 2021 consolidated statement of financial position presentation. A summary of such accounts is as follows:

As previously

stated Reclassification Restated US$ US$ US$

Group Other receivables (non-current) – 2,196,109 2,196,109 Other receivables (current) 44,115,138 (2,196,109) 41,919,029 Company Other receivables (non-current) – 2,196,109 2,196,109 Other receivables (current) 43,905,424 (2,196,109) 41,709,315

31. Comparative figures The financial statements for the financial year ended 31 December 2020 were audited by another auditor whose report dated 16 March 2021 expresses an unqualified opinion on those financial statements.

32. Authorisation of financial statements for issue The financial statements for the financial year ended 31 December 2021 were authorised for issue in accordance with a resolution of the directors on 15 March 2022.

Annex 2 – Articles of Association

ARTICLES OF ASSOCIATION

BOROUGE PLC

Borouge plc (the “Company”) is a public company limited by shares incorporated in the Abu Dhabi Global Market (“ADGM”). It is not subject to United Arab Emirates (“UAE”) Federal Law No. 32 of 2021 on commercial companies (as may be amended from time to time). The Securities and Commodities Authority in the UAE is not responsible for the content of these Articles of Association or the information contained herein. The Company is subject to the ADGM Companies Regulations 2020 (as may be amended from time to time) (“Companies Regulations”) and other Applicable Law and regulation in the ADGM. The ADGM Registration Authority is responsible for the supervision and regulation of all public companies incorporated in the ADGM, including the Company, in relation to compliance with the Companies Regulations.

INDEX TO ARTICLES

PART 1 INTERPRETATION AND LIMITATION OF LIABILITY ......................... 1

1. Defined terms .................................................................................................... 1

2. Sunset Date and Clearance Date ...................................................................... 8

3. Liability of Shareholders ................................................................................ 10

4. Exclusion of model articles ............................................................................ 10

PART 2 BOARD’S POWERS AND RESPONSIBILITIES ........................................ 11

5. Board’s general authority ............................................................................... 11

6. Shareholders’ reserve power and Shareholder Supermajority

Resolutions ...................................................................................................... 11

7. Related Party Transactions ............................................................................ 12

8. Board may delegate ........................................................................................ 13

9. Committees ..................................................................................................... 13

10. Exercise of Specified PTE Rights ............................................................... 16

11. Management .................................................................................................... 17

12. Board Resolutions ........................................................................................... 18

13. Calling a Board Meeting ................................................................................ 20

14. Participation in Board meetings .................................................................... 21

15. Quorum for Board meetings .......................................................................... 22

16. Chairing Board meetings ............................................................................... 23

17. Board Secretary ............................................................................................... 24

18. Conflicts of interest ........................................................................................ 24

19. Records of decisions to be kept ..................................................................... 26

20. Board discretion to make further rules .......................................................... 26

21. Appointment and termination of Directors ................................................... 26

22. Alternate Directors ......................................................................................... 31

23. Directors’ remuneration ................................................................................. 31

24. Directors’ expenses ........................................................................................ 32

PART 3 DECISION-MAKING BY SHAREHOLDERS ORGANISATION

OF GENERAL MEETINGS ............................................................................. 33

25. Shareholders can call general meeting if not enough Directors .................. 33

26. Attendance and speaking at general meetings .............................................. 33

27. Quorum for general meetings ........................................................................ 34

28. Chairing general meetings ............................................................................. 34

29. Attendance and speaking by Directors and non-Shareholders .................... 35

INDEX TO ARTICLES (continued)

30. Adjournment ................................................................................................... 35

31. Voting: general ............................................................................................... 36

32. Errors and disputes ......................................................................................... 36

33. Demanding a poll ............................................................................................ 36

34. Procedure on a poll ......................................................................................... 37

35. Content of Proxy Notices ............................................................................... 37

36. Delivery of Proxy Notices.............................................................................. 38

37. Amendments to resolutions............................................................................ 39

38. Corporate representatives ............................................................................... 39

39. No voting of Shares on which money owed to Company ........................... 40

40. Application to class meetings .......................................................................... 40

PART 4 SHARES AND DISTRIBUTIONS SHARES ................................................. 41

41. Powers to issue different classes of share ..................................................... 41

42. Payment of commissions on subscription for Shares .................................. 41

43. Company not bound by less than absolute interests .................................... 41

44. Share Certificates ............................................................................................ 41

45. Consolidated Share certificates ..................................................................... 42

46. Replacement Share certificates ...................................................................... 43

47. Uncertificated Shares ..................................................................................... 43

48. Company’s Lien over partly paid Shares ...................................................... 44

49. Enforcement of the Company’s Lien ............................................................ 45

50. Call Notices ..................................................................................................... 46

51. Liability to pay Calls ...................................................................................... 46

52. When Call Notice need not be issued ........................................................... 47

53. Failure to comply with Call Notice: automatic consequences .................... 47

54. Notice of intended forfeiture .......................................................................... 47

55. Board power to forfeit Shares ........................................................................ 48

56. Effect of forfeiture .......................................................................................... 48

57. Procedure following forfeiture ...................................................................... 49

58. Surrender of Shares ........................................................................................ 49

59. Transfers: general ........................................................................................... 50

60. Transfer of Uncertificated Shares .................................................................. 50

61. Transmission of Shares .................................................................................. 50

INDEX TO ARTICLES (continued)

62. Exercise of Transmittees’ rights .................................................................... 51

63. Transmittees bound by prior notices ............................................................. 51

64. Procedure for disposing of fractions of Shares............................................. 51

65. Pre-emption rights in the Companies Regulations ....................................... 52

66. Procedure for declaring dividends ................................................................. 52

67. Calculation of dividends ................................................................................ 53

68. Payment of dividends and other distributions .............................................. 53

69. Deductions from distributions in respect of sums owed to the

Company ......................................................................................................... 54

70. No interest on distributions ............................................................................ 54

71. Unclaimed distributions ................................................................................. 55

72. Non-cash distributions .................................................................................... 55

73. Waiver of distributions ................................................................................... 55

74. Authority to capitalise and appropriation of Capitalised Sums .................. 56

PART 5 ADMINISTRATIVE ARRANGEMENTS ...................................................... 57

75. Means of communication to be used ............................................................. 57

76. Failure to notify contact details ..................................................................... 57

77. Company seals ................................................................................................ 57

78. Destruction of documents .............................................................................. 58

79. No right to inspect accounts and other records ............................................ 59

80. Provision for employees on cessation of business ....................................... 59

81. Notification to Company by certain shareholders ........................................ 59

82. Indemnity ........................................................................................................ 62

83. Insurance ......................................................................................................... 62

SCHEDULE 1 MATTERS REQUIRING A SHAREHOLDER

SUPERMAJORITY RESOLUTION .................................................................. 63

SCHEDULE 2 MATTERS REQUIRING BOARD SUPERMAJORITY

APPROVAL .......................................................................................................... 64

PART 1INTERPRETATION AND LIMITATION OF LIABILITY

1. Defined terms

(1) In these Articles, unless the context requires otherwise:

“Adoption Date” means the date upon which the Shares are first admitted to trading on

the Abu Dhabi Securities Exchange;

“Abu Dhabi” means the Emirate of Abu Dhabi in the UAE;

“Affiliate” means, in relation to a person, any other person that, as of the relevant time,

directly or indirectly, Controls, is Controlled by, or is under common Control with, such

person; provided that:

(a) in relation to any person that is directly or indirectly Controlled by a

Governmental Authority of Abu Dhabi or the UAE, only:

(i) the Relevant Topco; and

(ii) those persons that are subsidiaries of the Relevant Topco,

shall be considered Affiliates;

(b) no member of the Group shall be regarded as being an Affiliate of any

Major Shareholder; and

(c) no Shareholder that was a Major Shareholder at the Adoption Date (or any

of its Affiliates) shall be regarded as being an Affiliate of any other

Shareholder that was a Major Shareholder at the Adoption Date (or any of

its Affiliates);

“Applicable Law” means all applicable national and international laws, including any

applicable export control or sanctions laws, treaties, statutes, decrees, edicts, codes, orders,

judgments, rules, ordinances, decisions and regulations of any local, municipal, territorial,

provincial, federal, national or any other duly constituted Governmental Authority or

agency of any Governmental Authority;

“Articles” means the Company’s articles of association;

“Associated Company” has the meaning given to it in Article 82(3)(a);

“Audit Committee” means the audit committee of the Company;

“Board” means the board of directors of the Company;

“Board Appointment Period” has the meaning given to it in Article 21(1);

“Board Committee” has the meaning given to it in Article 8(1)(a);

“Board Secretary” has the meaning given to it in Article 17(1);

“Board Supermajority Approval” has the meaning given to it in Article 12(4);

“Board Vacancy Number” has the meaning given to it in Article 21(4)(g);

“Business Day” means each day which is not a Saturday, Sunday or a public sector holiday

in the UAE;

“Call” has the meaning given to it in Article 50(1);

“Call Notice” has the meaning given to it in Article 50(1);

“Call Payment Date” has the meaning given to it in Article 53(2)(a);

“Capitalised Sum” has the meaning given to it in Article 74(1)(b);

“Certificate” means a paper certificate evidencing a person’s title to specified shares or

other securities;

“Certificated” in relation to a Share, means that it is not an Uncertificated Share;

“Chairperson” has the meaning given to it in Article 16(1);

“Chairperson of the Meeting” has the meaning given to it in Article 28(4);

“Clearance Date” has the meaning given to it in Article 2(1)(c);

“Committee Members” has the meaning given to it in Article 9(2);

“Companies Regulations” means the Companies Regulations 2020 (as may be amended

from time to time);

“Company” means Borouge plc;

“Company-Nominated PTE Directors” means the directors of PTE whom the Company is

entitled to appoint, remove and/or replace (whether pursuant to the PTE Governance

Documents or otherwise);

“Company’s Lien” has the meaning given to it in Article 48(1);

“Conflicted Director” means, in respect of a particular matter, a Director who is

prohibited from voting in a Board meeting, or the relevant part of a Board meeting, in

relation to that matter, pursuant to Article 18;

“Control” means, in respect of a person:

(a) the possession, directly or indirectly, of the power to vote fifty per cent

(50%) or more of the voting stock (other than directors' qualifying shares

or other de minimis holdings required by Applicable Law to be held by

other person(s)) of such person; or

(b) ownership, directly or indirectly, of fifty per cent (50%) or more of the

equity interests (other than directors' qualifying shares or other de minimis

holdings required by Applicable Law to be held by other person(s)) in such

person; or

(c) the ability, directly or indirectly, to direct or procure the direction of the

management and policies of such person, whether through the ownership

of shares, by contract or otherwise,

and the terms “Controlled by”, “Controlling” and “under common Control with” shall

be construed accordingly;

“Director” means a director of the Company, and includes any person occupying the

position of a director of the Company, by whatever name called;

“Director Group” has the meaning given to it in Article 21(8);

“Director Election Resolution” has the meaning given to it in Article 21(4)(a);

“Dividend Policy” means the Group’s policy regarding dividends, as adopted by the Board

(as the same may be amended from time to time in accordance with these Articles);

“Distribution Recipient” has the meaning given to it in Article 68(2);

“Executive Committee” means the executive committee of the Company;

“Executive Management Team” means the Chief Executive Officer, the Chief Financial

Officer, the Chief Operating Officer and the Chief Marketing Officer of the Company;

“Financial Year” means, in relation to the Group, the financial year of the Company, as

may be determined by the Board from time to time;

“Governmental Authority” means:

(a) any governmental authority of Abu Dhabi or the UAE (including the

Supreme Council for Financial and Economic Affairs of Abu Dhabi, and

any successor thereto); and

(b) in respect of a person, a governmental authority that has jurisdiction over

such person or its Ultimate Controlling Person,

including, in each case, any political subdivision of any of the foregoing, any

multinational organisation or body comprised of one of the foregoing, any agency,

department, commission, board, bureau, court or other authority thereof, or any

quasi-governmental or private body exercising, or purporting to exercise, any

executive, legislative, judicial, administrative, police, regulatory or taxing

authority or power of any nature, or any company or instrumentality owned or

Controlled by any such governmental authority, and any recognised stock

exchange;

“Group” means the Company and its subsidiaries, and the expressions “Group

Company” and “member of the Group” mean any of them;

“Group Management & Governance Policy” means the Company’s policy regarding

certain group management and corporate governance matters, as adopted by the Board (as

the same may be amended from time to time in accordance with these Articles);

“Group Strategy” means the document designated as such and which sets out the long-

term strategy of the Group, as adopted by the Board (as the same may be amended from

time to time in accordance with these Articles);

“Large Director Group” means each Director Group comprising three (3) or more

Directors (including any Conflicted Directors) but excluding any Director Group formed

solely of Standalone Directors in accordance with Article 21(8)21(8)(d);

“Lien Enforcement Notice” has the meaning given to it in Article 49;

“Major Shareholder” means a Shareholder that holds Shares representing more than

twenty five per cent (25%) of the entire issued share capital of the Company;

“Nomination & Remuneration Committee” means the nomination & remuneration

committee of the Company;

“Non-Conflicted Director” means, in respect of a particular matter, a Director who is not

a Conflicted Director in relation to that matter;

“Persons Entitled” has the meaning given to it in Article 74(1)(b);

“Plant” has the meaning given to it in paragraph 15 of Schedule 2;

“Primary Shareholder” has the meaning given to it in Article 21(8)(a);

“Products” means ethylene, propylene, polyethylene and polypropylene and products

derived therefrom produced or to be produced at the Plant, and such other products as may

be designated as such by the Board with Board Supermajority Approval pursuant to

paragraph 20 of Schedule 2.

“Proxy Notice” has the meaning given to it in Article 35(1);

“Proxy Notification Address” has the meaning given to it in Article 36(1);

“PTE” means Borouge Pte. Limited, a company organised and existing under the laws of

Singapore;

“PTE Appointment Rights” means the right to appoint, remove and replace all Company-

Nominated PTE Directors;

“PTE Governance Documents” means each of:

(a) the constitutional documents of PTE; and

(b) any shareholders’, joint venture or similar agreement or arrangement governing

the rights and obligations of shareholders in relation to PTE;

“Related Party” means:

(a) any Director;

(b) any member of the Executive Management Team;

(c) any person that holds Shares representing not less than fifteen per cent (15%)

of the total Shares issued and outstanding; and

(d) any Related Person of any person referred to in paragraphs (a), (b) and/or (c)

above;

“Related Party Transaction” means any contract, transaction or dealing (including (i)

decisions relating to enforcement of rights, (ii) amendment, termination, renewal or

extension (including automatic renewal or extension) of an agreement or arrangement, and

(iii) a waiver of rights under an agreement or arrangement) between any Group Company,

on the one hand, and a Related Party, on the other hand; provided that the following shall

not be deemed to be Related Party Transactions:

(a) any transaction or dealing to the extent consummated pursuant to, and in

accordance with the terms of, any agreement in effect on or prior to the

Adoption Date (it being specified that, for the avoidance of doubt, any (x)

decisions relating to enforcement of rights, (y) amendment, renewal,

termination or extension (including automatic renewal or extension) of, or

(z) waiver of rights under, any agreement or arrangement referred to in this

paragraph (a) shall, in each case, be deemed to be a Related Party Transaction);

(b) any issuance of Shares where all Shareholders are able to exercise their right

of pre-emption on the same terms;

“Related Person” with respect to any person, means:

(a) any Affiliate of such person; and

(b) where such person or any Affiliate thereof is an individual:

(i) any father, mother, brother, sister, children, spouse, father-in-law,

mother-in-law, cousin, niece, nephew and children of the spouse of

such individual;

(ii) any trust, corporation, partnership or other estate planning vehicle for

the benefit of such individual or any of the persons described in

paragraph (b)(i) of this definition;

(iii) the estate, executor, administrator or committee of such individual or

any of the persons named in paragraphs (b)(i) or (b)(ii) of this

definition (acting in such capacity); or

(iv) any Affiliates of any of the persons set forth in paragraphs (b)(i) or (ii)

of this definition;

“Relevant Rate” has the meaning given to it in Article 53(2)(b);

“Relevant Rules” has the meaning given to it in Article 47(1);

“Relevant Sponsor” means the person which was the direct holder of the entire issued

share capital of the second largest Major Shareholder, in each case at the time the Shares

were first admitted to trading on the Abu Dhabi Securities Exchange;

“Relevant Sponsor Affiliate” means any wholly-owned subsidiary of the Relevant

Sponsor;

“Relevant Sponsor Entity” means:

(a) if, immediately prior to the Dilution Transaction in question, the Relevant

Sponsor held any Shares, that Relevant Sponsor; or

(b) if, immediately prior to the Dilution Transaction in question, the Relevant

Sponsor did not hold any Shares, the Relevant Sponsor Affiliate which held

the greatest number of Shares immediately prior to the occurrence of such

Dilution Transaction;

“Relevant System” means a computer-based system and procedures, which enable title to

a security to be evidenced and transferred without a certificate of title or any written

instrument of transfer pursuant to the Uncertificated Securities Rules;

“Relevant Topco” means a holding company which:

(a) is Controlled by a Governmental Authority of Abu Dhabi or the UAE; and

(b) is not itself a subsidiary of another holding company;

“Replacement Director” has the meaning given to it in Article 21(6);

“Shares” means shares in the Company;

“Shareholder” means a person who is the holder of a Share;

“Shareholder Supermajority Resolution” means a resolution of the Shareholders passed

by the affirmative votes of at least seventy five per cent (75%) of the aggregate number of

voting rights attaching to the entire issued share capital of the Company (or, in relation to

a resolution on a show of hands at a meeting of the Shareholders, by Shareholders

representing at least that proportion of the total voting rights attaching to the entire issued

share capital of the Company);

“Shareholder Votes” has the meaning given to it in Article 21(4)(b);

“Specified PTE Rights” means, subject to Article 10(2), the rights conferred upon the

Company in its capacity as a shareholder of PTE, including (without limitation):

(a) the right to receive notice, attend, speak and vote at shareholders’ meetings

(and otherwise to vote in any other manner on decisions of the shareholders) of

(b) the right to appoint, remove and replace members of PTE’s board committees

pursuant to any PTE Governance Documents; and

(c) the right to nominate the chairperson of PTE’s board of directors pursuant to

the PTE Governance Documents;

but excluding all PTE Appointment Rights.

“Standalone Director” has the meaning given to it in Article 21(8)(d);

“Subject Shareholder” has the meaning given to it in Article 2(1)(b);

“Sunset Date” has the meaning given to it in Article 2(1)(a);

“Sunset Date Information” has the meaning given to it in Article 2(2)(a);

“Sunset Determination Notice” has the meaning given to it in Article 81(4);

“Terms of Reference” has the meaning given to it in Article 9(2);

“Transmittee” means a person entitled to a Share by reason of the death or bankruptcy of

a Shareholder or otherwise by operation of law;

“UAE” means the United Arab Emirates;

“Ultimate Controlling Person” means, in relation to a specified person, the person that

Controls such specified person and is not itself Controlled by any person; provided that where

such specified person is directly or indirectly Controlled by a Governmental Authority of

Abu Dhabi or the UAE, the Ultimate Controlling Person of such specified person and its

Affiliates shall be the Relevant Topco;

“Uncertificated” in relation to a Share means that, by virtue of the Uncertificated

Securities Rules and any other legislation (other than section 715 of the Companies

Regulations) permitting title to Shares to be evidenced and transferred without a

Certificate, title to that Share is evidenced and may be transferred without a

Certificate;

“Uncertificated Securities Rules” means the Uncertificated Securities Rules 2021 (as

may be amended from time to time);

“US Dollars” or “US$” means the then lawful currency of the United States; and

“Vice-Chairperson” has the meaning given to it in Article 16(2).

(2) Unless the context otherwise requires, other words or expressions contained in

these Articles bear the same meaning as in the Companies Regulations as in force

on the Adoption Date.

(3) In these Articles:

(a) the words “include” or “including” or similar expressions shall be deemed

to be followed by “without limitation” or “but not limited to”, whether or

not they are followed by such phrases or words of like import;

(b) references to the Executive Management Team include, in each case,

similar officeholders regardless of the title used to describe such position;

(c) reference to a “senior manager” of the Company or the Group includes each

member of the Executive Management Team;

(d) “bankruptcy” or “bankrupt” include individual insolvency proceedings in

any jurisdiction;

(e) a “holder” of Shares means the person whose name is entered in the

Company’s register of members as the holder of such Shares;

(f) “ordinary resolution” and “special resolution” have the meanings given in

sections 298 and 299, respectively, of the Companies Regulations;

(g) “paid” means paid or credited as paid;

(h) “fully paid” in relation to a Share, means that the issue price to be paid to

the Company in respect of that Share has been paid to the Company;

(i) “partly paid” in relation to a Share means that part of that Share’s issue

price has not been paid to the Company;

(j) reference to a “person" means an individual, partnership, corporation

(including a business trust), company, trust, unincorporated association,

joint venture or other entity, whether a body corporate or an unincorporated

association of persons, or a Governmental Authority, and “persons” shall

be construed accordingly;

(k) the terms “holding company” and “subsidiary” shall each be construed in

accordance with section 1015 of the Companies Regulations;

(l) “writing” means the representation or reproduction of words, symbols or

other information in a visible form by any method or combination of

methods, whether sent or supplied in electronic form or otherwise (and

references to “written” shall be construed accordingly);

(m) a reference to:

(i) a “document” includes, unless otherwise specified, any document

sent or supplied in electronic form;

(ii) an “instrument” means a document in hard copy form; and

(iii) “electronic form” and “hard copy form” shall each be construed in

accordance with section 1023 of the Companies Regulations; and

(n) unless expressly stated otherwise, a reference to the size of a Director

Group or the number of Directors comprising a Director Group (or any

similar expression) is to be construed as a reference to the number of

Directors forming part of such Director Group pursuant to Article 21(8)

and, in circumstances where there is any vacancy on the Board, shall

include the number of additional Director(s) which would form part of that

Director Group pursuant to Article 21(8)(g) upon Replacement Director(s)

being appointed to fill the relevant vacancy/ies (and references to the

“largest Director Group” or “second largest Director Group” or any similar

expression shall be construed accordingly).

2. Sunset Date and Clearance Date

(1) In these Articles:

(a) the “Sunset Date” means (subject to Article 81(5)) the first date after the

Adoption Date on which a Relevant Sponsor ceases to own, directly or

indirectly via its Relevant Sponsor Affiliates, at least twenty five per cent

(25%) in aggregate of the entire issued share capital of the Company;

(b) “Subject Shareholder” means a Relevant Sponsor or a Relevant Sponsor

Affiliate that, through the sale or other transfer of Shares, triggers the

occurrence of the Sunset Date;

(c) the “Clearance Date” means the earlier of:

(i) the first date on or following the Sunset Date on which the Board

has received from each Major Shareholder either (i) a notification

that no approval or notification is required or considered expedient,

pursuant to Article 2(2)(c); or (ii) a notice that such Major

Shareholder has received all approval(s) considered necessary or

expedient and made all notification(s) considered necessary or

expedient, pursuant to Article 2(2)(f); and

(ii) the date which is nine (9) months following the Sunset Date.

(2) Following the occurrence of the Sunset Date:

(a) The Subject Shareholder shall promptly notify the Company (by written

notice to the Board) of: (i) the occurrence of such Sunset Date; (ii) if the

Shares were sold in a bona fide on-market transaction (meaning a

transaction through the trading system of the relevant market where buy

and sell orders are anonymously matched and crossed), the number of

separate trades of Shares conducted by the Subject Shareholder on the same

day as the transaction which gave rise to the occurrence of the Sunset Date;

and (iii) if the Shares were sold in a bona fide off-market transaction

(meaning a transaction conducted between an identified purchaser and an

identified seller which is not an on-market transaction, including a sale of

Shares that has been pre-arranged between the purchaser and the seller of

those Shares (including any placement of such Shares) prior to that

transaction being entered into through the facilities of the relevant market

and also including a ‘big block deal’ as referred to in the applicable broker

and trading rules of the Abu Dhabi Securities Exchange): (x) the number

of Shares acquired by such purchasers (on a purchaser-by-purchaser basis)

and (y) in each case to the extent known to the Subject Shareholder

(without any obligation to conduct enquiries), whether such acquisition of

Shares by the relevant purchaser(s) will trigger any merger filing

requirements by such purchaser(s), where any such filings are required and

the timing requirements for any such filings (“Sunset Date Information”).

(b) Following receipt of notification of the occurrence of the Sunset Date by

the Company or, in any event, if the Company otherwise learns of the

occurrence of the Sunset Date, the Company shall notify all other Major

Shareholders of such Sunset Date Information as the Company has

received from the Subject Shareholder (or, subject to compliance with

Applicable Law, which is otherwise known to the Company).

(c) Each Major Shareholder notified of the occurrence of the Sunset Date shall,

within fifteen (15) days following receipt of notice from the Board, notify

the Company (by written notice to the Board) whether: (i) it or any of its

Affiliates requires or considers it expedient to obtain any approval(s) from

a regulatory authority (for the purposes of this Article 2(2), “approval(s)”)

in relation to, or are required or consider it expedient to notify any

regulatory authority (for the purposes of this Article 2(2),

“notification(s)”) of, the occurrence of the Sunset Date and any

termination of the approval rights referred to in Article 12(3); or (ii)

whether no such approval or notification is required or otherwise

considered expedient. If a Major Shareholder fails to notify within such

fifteen- (15-) day period, the relevant Major Shareholder shall be deemed

to have notified the Company that no such approval or notification is

required or considered expedient.

(d) Each Major Shareholder that is required or considers it expedient to obtain

(or whose Affiliate is required or considers it expedient to obtain) any

approval(s) or make any notification(s) shall use its reasonable efforts to

obtain such approval(s) or make such notification(s) as soon as reasonably

practicable, provided that, for the avoidance of doubt, no Major

Shareholder and none of its Affiliates shall be required to:

(i) dispose of any assets in order to comply with any conditions

attached to any approval; nor

(ii) enter into any commitments or undertakings in order to obtain any

approval.

(e) The Company shall provide to each Major Shareholder that has notified the

Company of a requirement to obtain (or whose Affiliate is required to obtain)

any approval(s) or make any notification(s) all relevant information

reasonably required by such Major Shareholder at the Company’s disposal in

order to obtain such approval(s) or make such notification(s).

(f) Each Major Shareholder that is required or considers it expedient to obtain

(or whose Affiliate is required or considers it expedient to obtain) any

approval(s) or make any notification(s) shall notify the Company (by

written notice to the Board) promptly following the receipt of all such

approval(s) and the making of all such notification(s). Any delay in

obtaining such approvals or making such notifications, or any refusal by a

regulatory authority to grant any relevant approval, shall not impact the

validity of any sale or other transfer of Shares by any Shareholder.

(g) Without prejudice to Article 81, the Board shall promptly disclose, in

accordance with Applicable Law, any occurrence of the Sunset Date and

of the Clearance Date.

3. Liability of Shareholders

(1) The liability of the Shareholders is limited to the amount, if any, unpaid on the

Shares held by them.

4. Exclusion of model articles

(1) The relevant model articles (as defined in section 18 of the Companies Regulations)

do not apply to the Company.

PART 2 BOARD’S POWERS AND RESPONSIBILITIES

5. Board’s general authority

(1) Subject to the Articles, the Board is responsible for the overall management of the

Company’s business, for which purpose it may exercise all the powers of the

Company.

(2) The Board shall, no later than forty-five (45) calendar days prior to the end of each

Financial Year, prepare, and shall (subject to the Articles) decide whether or not to

approve:

(a) an annual update to the Group’s business plan, which shall set out the

Company’s strategy and plan for developing, financing and operating the

Group for a rolling period of five (5) Financial Years; and

(b) a new annual budget for the Group for the following Financial Year,

consistent with the proposed annual update to the business plan,

provided that if such updated business plan or such new budget (as the case may

be) is not approved by the Board in accordance with these Articles as of the first

(1st) day of the relevant Financial Year then the last approved business plan or the

last approved annual budget (as the case may be) shall apply continue to apply and

remain in effect on an interim basis (subject to such adjustments as may be required

pursuant to the Group Management & Governance Policy) until the earlier of (i)

approval of an annual update to the business plan or the approval of a new budget

(as the case may be) by the Board in accordance with these Articles and (ii)

expiration of the relevant Financial Year).

(3) The Company shall comply with the terms of, and its affairs shall be conducted in

accordance with, the Group Management & Governance Policy adopted by the

Board from time to time in accordance with these Articles.

6. Shareholders’ reserve power and Shareholder Supermajority Resolutions

(1) The Shareholders may:

(a) prior to the Sunset Date, by Shareholder Supermajority Resolution; or

(b) after the Sunset Date, by special resolution,

direct the Board to take, or refrain from taking, specified action. No such

Shareholder Supermajority Resolution or special resolution (as applicable) shall

invalidate anything which the Board has done before the passing of the resolution.

(2) Notwithstanding Article 6(1) and notwithstanding any other provision of these

Articles, prior to the Sunset Date:

(a) the Company shall not do, and shall not commit to do, or (where explicitly

specified) cause or permit any other Group Company to do, or commit to

do, any of the actions listed in Schedule 1 to these Articles unless the

relevant matter has first been approved by a Shareholder Supermajority

Resolution; and

(b) in relation to any proposed Shareholder Supermajority Resolution, the

notice of the meeting must include the text of the resolution and specify the

intention to propose the resolution as a Shareholder Supermajority

Resolution.

7. Related Party Transactions

(1) Without prejudice to any requirement of Applicable Law, all Related Party

Transactions shall, subject to Article 7(3), require the prior approval of the Board.

(2) Without prejudice to any requirement of Applicable Law:

(a) in relation to the consideration of any Related Party Transaction, any

Director who is a Related Party (or in respect of whom the Related Party is

a Related Person), or any Director whose Primary Shareholder is the

relevant Related Party (or in respect of whose Primary Shareholder the

Related Party is a Related Person) shall be deemed to be interested in the

Related Party Transaction unless an exception applies pursuant to Article

18(4); and

(b) Articles 18(4)(h)(ii), 18(4)(i)(ii) and 18(4)(j)(ii) shall not apply in relation

to any Related Party Transaction.

(3) Prior to the Sunset Date the Board may, notwithstanding any provision to the

contrary contained in these Articles, exclusively delegate its power to approve and

reject all Related Party Transactions pursuant to Article 7(1) to the Executive

Committee, and such power may not be delegated to any other person or body (and,

following the Sunset Date, the Board may similarly resolve to delegate (or continue

to delegate) such power to the Executive Committee). Any such delegation to the

Executive Committee shall be recorded in the Terms of Reference of the Executive

Committee and for these purposes:

(a) such exclusive delegation shall apply for so long as such delegation is

included in the Terms of Reference of the Executive Committee;

(b) whilst such delegation is in force, all Related Party Transactions shall be

considered and subject to the approval (or rejection) of the Executive

Committee in accordance with its Terms of Reference and to the exclusion

of the Board (subject to Article 7(3)(f) below);

(c) the Terms of Reference of the Executive Committee containing such

delegation may also contain exceptions to the requirement for any

particular Related Party Transaction to be approved (and such exceptions

may be specific or general in nature);

(d) any decision of the Executive Committee in relation to the approval (or

otherwise) of a Related Party Transaction shall, in the absence of fraud, be

final. An approval of a Related Party Transaction by the Executive

Committee may be specific or general in nature (and, in the event of a

general approval, such approval shall be subject to the scope, parameters

and any limitations set out in the relevant approval));

(e) the Terms of Reference of the Executive Committee:

(i) shall specify the circumstances in which members of such

committee shall be excluded from the decision-taking process; and

(ii) may provide for circumstances in which conflicted Committee

Members may still participate in the decision-taking process

(including the application or disapplication of Articles 18(4)(h)(ii),

18(4)(i)(ii) and/or 18(4)(j)(ii)),

in each case in relation to any particular transaction considered by the

Executive Committee;

(f) in the event that all members of the Executive Committee are conflicted in

relation to a Related Party Transaction, and unless the Executive

Committee Terms of Reference provide otherwise, the approval or

rejection of the Related Party Transaction shall be decided by a vote of a

simple majority of the Non-Conflicted Directors on the Board and, in such

case, Articles 18(4)(h)(ii), 18(4)(i)(ii) and 18(4)(j)(ii) shall not apply in

relation to such Related Party Transaction; and

(g) any matter set out in Schedule 2 which is also a Related Party Transaction

shall not require separate Board Supermajority Approval to the extent that

the relevant Related Party Transaction is approved by the Executive

Committee pursuant to the exclusive delegation referred to in this Article

8. Board may delegate

(1) Subject to the Articles (including Article 7(3)), the Board may delegate any of the

powers which are conferred on it under the Articles:

(a) to such person or committee (a “Board Committee”);

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions;

as it may decide.

(2) If the Board so specifies, any such delegation may authorise further delegation of

the Board’s powers by any person to whom they are delegated.

(3) Subject to Article 7(3) and Schedule 2, the Board may revoke any delegation in

whole or part, or alter its terms and conditions.

9. Committees

(1) Subject to the relevant Terms of Reference (as defined below), the Board

Committees to which the Board delegates any of its powers must follow procedures

which are based as far as they are applicable on those provisions of the Articles

which govern the taking of decisions by the Board.

(2) Subject to the Articles, the Board may make rules of procedure for all or any Board

Committees, which shall prevail over rules derived from the Articles if such rules

are not consistent with the Articles (all of such procedures, authorities, roles,

responsibilities and other rules relating to a Board Committee being that

committee’s “Terms of Reference”). The number of members of a Board

Committee (the “Committee Members”) shall be specified in that Board

Committee’s Terms of Reference. Subject to the Articles and Applicable Law, the

Terms of Reference of any particular Board Committee may provide for certain

matters to be reserved for decision by that Board Committee.

(3) In relation to each Board Committee, the membership of such committee (and the

manner of appointment, removal and replacement of such members) shall be specified

in the relevant Terms of Reference, provided that prior to the Sunset Date:

(a) the membership of each Board Committee shall be determined as follows:

(i) in relation to the Executive Committee, as closely as possible, on a

proportional basis, by reference to:

(A) where there is least one (1) Large Director Group, the

respective size of each Large Director Group; or

(B) where there are no Large Director Groups, the respective

sizes of all Director Groups;

(ii) in relation to any other Board Committee, the right to appoint,

remove and replace committee members may be conferred upon

one (1) or more Director Groups as specified in, and in accordance

with the provisions of, the relevant Terms of Reference of such

Board Committee,

and, in each case, in accordance with this Article 9(3). Each Director

Group entitled to appoint Committee Members to such committee shall

determine the identity of, and appoint, the relevant number of Committee

Members by a decision of a simple majority of the members of that Director

Group;

(b) Committee Members appointed by a Director Group may only be removed

and replaced from time to time by simple majority decision of the members

of that Director Group or otherwise as set out in this Article 9(3);

(c) in the event that the membership of any Board Committee does not

represent the correct entitlements to appoint such members in accordance

with this Article 9(3) and the relevant Terms of Reference of that Board

Committee (for example, where the relative sizes of the Director Groups

on the Board change and this would alter the number of Committee

Members which any Director Group would be entitled to appoint), any

Director who forms part of a Director Group which is entitled to appoint

members to the Board Committee(s) in question may require the

membership of each such committee to be reconstituted. Upon such

request being made, each relevant Director Group shall promptly appoint

the relevant number of Committee Members to reflect its entitlement to

representation on the relevant Board Committee in accordance with this

Article 9(3) and the relevant Terms of Reference (which may include re-

appointment of some or all of the existing Committee Members);

(d) in connection with each relevant Director Group’s entitlement to appoint

Committee Members in accordance with Article 9(3)(a):

(i) any fractional entitlement to appoint Committee Members shall be

rounded up or down (as applicable) to the nearest integer (applying

the convention that a fractional entitlement of exactly ½ shall be

rounded up, unless this would result in a greater number of

members on the committee then contemplated by the relevant

Terms of Reference, in which case the relevant Director Group with

a fractional entitlement of exactly ½ which has the right to appoint

the smallest number of members to the relevant Committee shall

have its entitlement rounded up first, and then, if there remain any

membership positions yet to be filled, the relevant Director Group

with a fractional entitlement of exactly ½ with the right to appoint

the next smallest number of members to that Committee shall have

its entitlement rounded up second, and so on until all membership

positions on that Committee have been filled); and

(ii) it is clarified that a Director Group’s entitlement to appoint Committee

Members on any particular Board Committee may be nil (0) depending

on (x) the provisions of that Board Committee’s Terms of Reference,

(y) the total number of Committee Members specified in that Board

Committee’s Terms of Reference and (y) the relative sizes of each

Director Group; and

(e) by way of illustrative example, assume that:

Director Group A is comprised of five (5) Directors, Director Group B

is comprised of four (4) Directors and Director Group C is comprised

of two (2) Directors;

the number of Committee Members on the Executive Committee is five

(5), on the Nomination & Remuneration Committee is four (4) and on

the Audit Committee is (6); and

in accordance with Article 9(3)(a)(ii) above, the Nomination &

Remuneration Committee Terms of Reference provide for the two (2)

largest Director Groups to each appoint two (2) Committee Members,

and the Audit Committee Terms of Reference provide for the two (2)

largest Director Groups to each appoint three (3) Committee Members,

then the Committee Members would, in this example and based on the

assumptions above, be appointed as follows:

(i) in relation to the Audit Committee:

(A) three (3) such members shall be appointed by simple majority

vote of the Directors comprising Director Group A (being the

largest Director Group and thus, in this example, entitled to

appoint three (3) Committee Members in accordance with the

relevant Terms of Reference);

(B) three (3) such members shall be appointed by simple majority

vote of the Directors comprising Director Group B (being the

second-largest Director Group and thus, in this example,

entitled to appoint three (3) Committee Members in

accordance with the relevant Terms of Reference); and

(C) no members shall be appointed by Director Group C (because,

in this illustrative example, only the two (2) largest Director

Groups are entitled to appoint Committee Members to the

Audit Committee);

(ii) in relation to the Nomination & Remuneration Committee:

(A) two (2) such members shall be appointed by simple majority

vote of the Directors comprising Director Group A (being the

largest Director Group and thus, in this example, entitled to

appoint two (2) Committee Members in accordance with the

relevant Terms of Reference);

(B) two (2) such members shall be appointed by simple majority

vote of the Directors comprising Director Group B (being the

second-largest Director Group and thus, in this example,

entitled to appoint two (2) Committee Members in accordance

with the relevant Terms of Reference); and

(C) no members shall be appointed by Director Group C (because,

in this illustrative example, only the two (2) largest Director

Groups are entitled to appoint Committee Members to the

Nomination & Remuneration Committee); and

(iii) in relation to the Executive Committee:

(A) Director Group A and Director Group B are both Large

Director Groups, whereas Director Group C is not. Given that

there is at least one (1) Large Director Group, the members of

the Executive Committee shall only be appointed by the Large

Director Groups (and, furthermore, because there is more than

one (1) Large Director Group, such appointments shall be

made on a proportional basis by reference to the respective

sizes of each such Large Director Group); and

(B) accordingly, three (3) members of the Executive Committee

shall be appointed by simple majority vote of the Directors

comprising Director Group A, and two (2) such members shall

be appointed by simple majority vote of the Directors

comprising Director Group B. Director Group C shall not be

entitled to appoint any members to such committee,

it being clarified, for the avoidance of doubt, that this Article 9(3)(e) is illustrative only

and depending on the relevant facts and circumstances (including the relevant Terms

of Reference, the number of members and any appointment rights set out therein (as

contemplated by Article 9(3)(a) above)), the actual entitlements to appoint, remove and

replace Committee Members may differ.

10. Exercise of PTE Appointment Rights and Specified PTE Rights

(1) Subject to the other provisions of this Article 10, but notwithstanding any other

provision of these Articles, all decisions regarding the exercise of any Specified PTE

Rights or any PTE Appointment Rights shall be determined in accordance with the

mechanisms set out in the Group Management & Governance Policy.

(2) Article 10(1) shall be without prejudice to any applicable provision which requires

the Company to obtain a Board Supermajority Approval or Shareholder

Supermajority Resolution in any particular circumstances (and, accordingly, to the

extent that there is any such requirement to obtain a Board Supermajority Approval

or Shareholder Supermajority Resolution in relation to any particular matter, then

such requirement shall continue to apply notwithstanding the fact that the actual

exercise of the Specified PTE Rights and the PTE Appointment Rights is vested in

any particular Director Group pursuant to the mechanisms set out in the Group

Management & Governance Policy).

(3) In these Articles, reference to a decision being taken to “exercise” the Specified

PTE Rights or PTE Appointment Rights (or any similar expression) shall also

include a decision not to exercise such rights.

11. Management

(1) Subject to the Articles, the Board shall appoint and may remove such management

personnel of the Company as the Board shall determine.

(2) The Company shall have a Chief Executive Officer. Prior to the Sunset Date (and

subject to Article 11(4) below):

(a) only the largest Director Group shall be entitled to propose candidates for

appointment as Chief Executive Officer of the Company, and the Board

shall appoint the Chief Executive Officer from among one (1) or more

candidates proposed by such largest Director Group;

(b) such largest Director Group shall also be entitled to require the Board to

remove and replace the Chief Executive Officer from time to time;

(c) the Board shall promptly implement any such instructions; and

(d) the Chief Executive Officer may not be removed from office by the Board

and/or the Company unless such removal is first approved by such largest

Director Group.

(3) The Company shall also have a Chief Marketing Officer. Prior to the Sunset Date

(and subject to Article 11(4) below):

(a) only the second-largest Director Group shall be entitled to propose

candidates for appointment as Chief Marketing Officer of the Company,

and the Board shall appoint the Chief Marketing Officer from among one

(1) or more candidates proposed by such second-largest Director Group;

(b) such second-largest Director Group shall also be entitled to require the

Board to remove and replace the Chief Marketing Officer from time to

(c) the Board shall promptly implement any such instructions; and

(d) the Chief Marketing Officer may not be removed from office by the Board

and/or the Company unless such removal is first approved by such second-

largest Director Group.

(4) The Group Management & Governance Policy may specify how the appointment

of the Chief Executive Officer and Chief Marketing Officer of the Company shall

be implemented in the event that more than one (1) Director Group would be

entitled to nominate, remove and replace the relevant position pursuant to the

preceding provisions of this Article 11.

(5) The other members of the Executive Management Team (excluding the Chief

Executive Officer of the Company and the Chief Marketing Officer of the

Company) shall be appointed, removed and replaced in accordance with the Group

Management & Governance Policy from time to time in force.

DECISION-MAKING BY THE BOARD

12. Board Resolutions

(1) Subject to the Articles (including Articles 6, 10, 11, 12(2), 18 and 81(5)), the Board

shall make decisions by the following means:

(a) by resolution of such Directors present at a duly convened and quorate

meeting of the Board, if approved by a simple majority of the Directors

attending that Board meeting (where each Director attending a Board

meeting shall have one (1) vote). Minutes of Board meetings shall be taken

and shall be circulated to the Directors for approval by a simple majority

of Directors in attendance at that meeting following the meeting (and such

approval may be given in writing or by email, failing which approval of the

minutes may be an agenda item for the next following Board meeting).

Following approval by the Directors, minutes shall be signed by (i) the

Chairperson or the Vice-Chairperson and (ii) the Board Secretary, and once

signed in this manner such minutes shall evidence the meeting and the

resolutions of the Directors at such meeting; provided that, prior to the

Sunset Date, the full text of all resolutions requiring Board Supermajority

Approval shall be recorded in writing and signed by the Directors

approving the matter in question before the relevant resolution will (subject

always to the required threshold for Board Supermajority Approval

actually being achieved) be considered to have been passed (and for these

purposes Directors may sign such resolutions in more than one counterpart

and need not all sign the same copy); or

(b) by written resolution without a meeting, and any such written resolution

shall be as valid and effective for all purposes as a resolution passed by the

Directors at a Board meeting duly convened, held and constituted, provided

(i) Directors may sign written resolutions in more than one counterpart

and need not all sign the same copy of the resolution;

(ii) all proposed written resolutions shall: (A) be circulated

simultaneously to each Director; (B) be accompanied by any

relevant documentation; and (C) include a date not less than five

(5) Business Days following circulation (or less than five (5)

Business Days if a shorter notice period has been notified to the

Directors and has been approved by at least the same majority of

Directors as would have been required to agree to the holding of a

Board meeting on short notice pursuant to Article 13(2)) by which

each Director shall be required to deliver to the Chairperson a

signed copy of the written resolution if they approve such written

resolution;

(iii) any Director who fails to respond to a proposed written resolution

by the deadline specified in the written resolution pursuant to

Article 12(1)(b)(ii)(C) shall be deemed to have rejected all

proposed resolutions set out therein;

(iv) the Chairperson shall notify each Director whether the proposed

resolutions set out in the written resolution have been approved

promptly following the earlier of:

(A) the Chairperson having received the requisite number of

approvals required pursuant to these Articles to pass the

relevant resolution(s) of the Board; and

(B) the deadline set out in Article 12(1)(b)(ii)(C).

(2) Notwithstanding Article 12(1) and notwithstanding any other provision of these

Articles, prior to the Sunset Date:

(a) decisions taken by the Board on the matters set out in Schedule 2 to these

Articles shall require Board Supermajority Approval;

(b) the Company shall not do, and shall not commit to do, any of the actions

listed in Schedule 2 to these Articles unless the relevant matter has first

received Board Supermajority Approval; and

(c) the Company shall not cause or permit any other Group Company to do

any of the actions specified as applying in respect of a Group Company in

Schedule 2 to these Articles unless the relevant matter has first received

Board Supermajority Approval,

provided that, in each case, any matter set out in Schedule 2 which is also a Related

Party Transaction shall not require separate Board Supermajority Approval to the

extent that the relevant Related Party Transaction is approved by the Executive

Committee pursuant to the exclusive delegation referred to in Article 7(3).

(3) Notwithstanding Article 12(1), from the Sunset Date until the Clearance Date, any

decision of the Board in relation to the matters set out at items 3 and 4 in Schedule 2 to

these Articles, shall require:

(a) Board Supermajority Approval; and

(b) either:

(i) if the Sunset Date is triggered by a sale or other transfer of Shares by

a Subject Shareholder, the approval of that Subject Shareholder; or

(ii) if the Sunset Date is not triggered by a sale or other transfer of Shares

by a Subject Shareholder (including in circumstances where the

Company, having obtained all required approvals pursuant to

Applicable Law and the Articles, issues new Shares resulting in a

Relevant Sponsor ceasing to own, directly or indirectly via its

Relevant Sponsor Affiliates, at least twenty five per cent (25%) in

aggregate of the entire issued share capital of the Company) (a

“Dilution Transaction”), the approval of the Relevant Sponsor

Entity.

(4) In these Articles, “Board Supermajority Approval” means the approval of:

(a) a simple majority of the total number of Directors who are, in relation to

the decision in question, Non-Conflicted Directors; and

(b) if there are any Large Director Group(s):

(i) containing two (2) or more Non-Conflicted Directors, the approval

of at least two (2) Non-Conflicted Directors from each such Large

Director Group; and/or

(ii) containing only one (1) Non-Conflicted Director, the approval of

each such Director,

and, for the avoidance of doubt: (x) in circumstances where any Large Director

Group contains only Conflicted Directors then (without prejudice to Article

12(4)(a)) no approval from any member of that Large Director Group shall be

required in relation to the decision in question and (y) if there are no Large

Director Groups, Board Supermajority Approval shall require only the

approval set out in Article 12(4)(a)).

(5) Subject to the Articles, if a Director has an interest in an actual or proposed

transaction or arrangement with the Company:

(a) that Director and that Director’s alternate may not vote on any proposal

relating to it, but

(b) this does not preclude the Director’s alternate from voting in relation to that

transaction or arrangement on behalf of another Director who does not have

such an interest.

13. Calling a Board Meeting

(1) The Chairperson, or in his or her absence, the Vice-Chairperson, may call, set the

agenda for and chair each Board meeting.

(2) Subject to Article 15(4), each Director, and his or her alternate (if any), must be

notified in writing of the relevant Board meeting no later than ten (10) Business

Days prior to the proposed date of such meeting (or less than ten (10) Business

Days if (x) a simple majority in number of the Directors and (y) prior to the Sunset

Date, a simple majority of the Directors in each Large Director Group, consent to

a shorter notice period). The notice of any Board meeting must indicate:

(a) its proposed date and time;

(b) where it is to take place; and

(c) if it is anticipated that Directors participating in the meeting will not be in

the same place, how it is proposed that they should communicate with each

other during the meeting.

(3) Board meetings must be convened no less frequently than four (4) times per year

(and at such other times following written request from any Director to the

Chairperson).

(4) The Directors may propose to the Chairperson items to be included on the agenda.

The agenda shall be sent to each of the Directors at least five (5) Business Days

prior to the applicable Board meeting and shall: (i) include any items submitted by

any Director at least six (6) Business Days prior to the Board meeting and (ii) be

accompanied by any relevant documentation.

(5) Any Director may at any time waive the requirement that due notice of a Board

meeting be given to him or her. The presence of a Director at a Board meeting will

constitute automatic waiver by him or her of such requirement in respect of such

Board meeting.

(6) Breach of any of the provisions of this Article 13 shall not affect the validity of any

meeting of the Board at which all Directors are present nor shall it affect the

validity of any written resolutions duly passed by the Directors without a meeting.

14. Participation in Board meetings

(1) Subject to the Articles, Directors participate in a Board meeting, or part of a Board

meeting, when:

(a) the meeting has been called and takes place in accordance with the Articles;

(b) it is held either:

(i) subject to Article 14(2) below, by telephone, video conferencing or

other similar methods by means of which all persons participating

in the meeting can at all times during such meeting hear and speak

to each other (provided that if any Directors participate in a Board

meeting by telephone, video conference or other similar method,

the meeting shall be initiated in Abu Dhabi, and as such shall be

deemed to be held in Abu Dhabi); or

(ii) in person.

(2) At least half the Directors participating in Board meetings shall be present in person

in Abu Dhabi for at least half of the Board meetings in each year, provided that any

failure to comply with the requirement in this Article 14(2) shall not invalidate the

proceedings of any Board meeting nor shall it invalidate any decisions taken or

resolutions passed by the Board.

(3) The Directors may invite consultants or other persons to attend (as non-voting

participants) a Board meeting at which input from any such consultants or other

persons is required or desirable.

(4) Prior to the Sunset Date, each member of the Executive Management Team shall

be entitled to attend board meetings as non-voting participants, provided that they

shall not attend and participate in meetings (or the relevant part of meetings) at

which matters concerning their employment will be discussed.

15. Quorum for Board meetings

(1) At a Board meeting, unless a quorum is participating, no proposal is to be voted

on, except a proposal to call another meeting.

(2) Prior to the Sunset Date, and subject to Articles 15(4) and 18, a quorum shall exist

at any Board meeting (or part of a meeting) if:

(a) a simple majority of the total number of Directors are present or

represented by an alternate Director; and

(b) if there are any Large Director Group(s):

(i) containing two (2) or more Non-Conflicted Directors, at least two

(2) Non-Conflicted Directors from each such Large Director Group

are present or represented by an alternate Director; and/or

(ii) containing only one (1) Non-Conflicted Director, each such

Director is present or is represented by an alternate Director,

and, for the avoidance of doubt: (x) in circumstances where any Large Director

Group contains only Conflicted Directors then the presence of any member of

that Large Director Group shall not be required and (y) if there are no Large

Director Groups, a quorum for a Board meeting shall be as set out in Article

15(2)(a)).

(3) Following the Sunset Date, a quorum shall exist at any Board meeting if a simple

majority of the Directors are present or are represented by an alternate Director.

(4) If a quorum is not present at a meeting of the Board within one (1) hour following

the commencement time specified in the notice, the meeting shall be adjourned and

reconvened to discuss the same agenda. The Directors will be given at least forty-

eight (48) hours’ notice of the reconvened meeting unless the Directors

unanimously agree otherwise. At that reconvened meeting, the same quorum

requirement shall apply. If, however, a quorum is not present at that reconvened

meeting within one (1) hour of the scheduled commencement time, the meeting

shall be adjourned once again and reconvened to discuss the same agenda and the

Directors will be given at least forty-eight (48) hours’ notice of that second

reconvened meeting unless the Directors unanimously agree otherwise. At that

second reconvened meeting, then, to the extent that such second reconvened

meeting considers the same agenda, a quorum shall exist if a simple majority of

Directors are present (whether in person or in any other manner permitted by these

Articles) or represented by alternate Directors. Any such reduction in the quorum

requirement shall not affect the threshold required in order to pass any resolution

of the Board (including, where relevant, with Board Supermajority Approval).

16. Chairing Board meetings

(1) Subject to the Articles, the Board may have a chairperson of the Board (the

“Chairperson). The Chairperson shall be one of the Directors and shall chair

Board meetings.

(2) Subject to the Articles, the Board may have a vice-chairperson of the Board (the

“Vice-Chairperson”). The Vice-Chairperson shall be one of the Directors (other

than the Chairperson) and shall chair Board meetings in the Chairperson’s absence.

(3) Prior to the Sunset Date, the Chairperson and Vice-Chairperson shall be nominated

and appointed as follows:

(a) the largest Director Group shall nominate and appoint the Chairperson (and

may remove and replace the Chairperson from time to time), provided that

in order to serve as Chairperson the relevant person must be a Director;

(b) following nomination of the Chairperson under Article 16(3)(a), the second

largest Director Group shall nominate and appoint the Vice-Chairperson

(and may remove and replace the Vice-Chairperson from time to time),

provided that in order to serve as Vice-Chairperson the relevant person

must be a Director (and must not also be the Chairperson);

(c) in the event more than one (1) Director Group would be entitled to:

(i) appoint (and remove and replace) the Chairperson, the relevant

Director Group which has been the largest for the longest period of

time shall be entitled to appoint (and remove and replace) the

Chairperson, and subject to Article 16(3)(c)(ii), the relevant other

Director Group(s) shall be entitled to appoint (and remove and

replace) the Vice-Chairperson; and

(ii) appoint (and remove and replace) the Vice-Chairperson (including

following the application of Article 16(3)(c)(i)), the relevant

Director Group which shall be entitled to appoint (and remove and

replace) the Vice-Chairperson shall be the Director Group which

has been the largest for the longest period of time and which is not

entitled to appoint the Chairperson pursuant to Article 16(3)(c)(i);

(d) if the application of Articles 16(3)(c)(i) and (ii) results in more than one (1)

Director Group being entitled to appoint (and remove and replace) the

relevant position, then the right to nominate and appoint (and remove and

replace) the relevant position shall be determined by the drawing of lots by

one (1) representative from each such Director Group; and

(e) the nomination and appointment rights (and rights to remove and replace)

referred to in this Article 16(3) shall be exercised by a simple majority

decision of the members of the relevant Director Group and notified in

writing to the other Directors and the Board Secretary.

(4) In the event of an equality of votes at a meeting of the Board, neither the

Chairperson nor the Vice-Chairperson shall have a second or casting vote.

(5) Whenever a Director holding the position of Chairperson or Vice-Chairperson is

subject to re-election by the Shareholders at the end of the Board Appointment

Period, such Director shall immediately resume holding office as Chairperson or

Vice-Chairperson (as applicable) if he or she is immediately re-elected at the

relevant annual general meeting, unless the identity of the Chairperson or Vice-

Chairperson (as the case may be) is changed by the relevant Director Group so

entitled to nominate and appoint the relevant position in accordance with these

Articles.

(6) Where a Director appointed as Chairperson or Vice-Chairperson ceases to hold

office as a Director (other than where he or she is immediately re-elected as referred

to in Article 16(5)), such person shall automatically vacate his or her appointment

as Chairperson or Vice-Chairperson (as applicable).

(7) If neither the Chairperson nor the Vice-Chairperson is participating in a Board

meeting within ten (10) minutes following the time at which it was to start, the

participating Directors must appoint one of themselves to chair the meeting.

17. Board Secretary

(1) The Board shall appoint a secretary (the “Board Secretary”) (or two (2) or more

persons as joint Board Secretaries) for such term and upon such conditions as the

Board may think fit, and the Board Secretary (or joint Board Secretaries) so

appointed may be removed by the Board.

(2) The Board Secretary shall be the company secretary and shall be responsible, under

the guidance of the Chairperson, for giving notice, and administering and

documenting the business of Board and general meetings and such other things set

out in the Articles or as the Board may determine from time to time.

(3) The Board Secretary shall prepare minutes of each meeting of the Board, including

any matters resolved in such meeting, and circulate a draft of such minutes to each

of the Directors promptly following the meeting. Once approved by the Board,

such minutes (reflecting any approved changes) shall be signed by (i) the

Chairperson or the Vice-Chairperson and (ii) the Board Secretary. This is without

prejudice to the provisions of Article 12(1)(a).

(4) Any Board Secretary shall be a secretary of the Company within the meaning of

Chapter 1 of Part 12 of the Companies Regulations.

18. Conflicts of interest

(1) Without prejudice to Chapter 3 of Part 10 of the Companies Regulations, each

Director shall declare the nature and extent of his or her interest in a proposed

transaction or arrangement involving any Group Company to the Board.

(2) Subject to Article 18(3), if a Board meeting, or part of a Board meeting, is

concerned with an actual or proposed transaction or arrangement with the

Company in which a Director has an interest, that Director shall be prohibited from

participating in that meeting, or part of that meeting, at which the relevant proposed

transaction or arrangement is considered and shall be prohibited from participating

in any decision-making process or vote related thereto. Without prejudice to the

preceding sentence, any such Director is not to be counted as participating in that

meeting, or part of that meeting, for quorum or voting purposes.

(3) But if Article 18(4) applies, a Director who is interested in an actual or proposed

transaction or arrangement with the Company may participate in a Board meeting,

or part of a Board meeting, at which the relevant proposed transaction or

arrangement is considered and may participate in any decision-making process and

vote related thereto. Any such Director shall be entitled to be counted as

participating in that meeting, or part of that meeting, for quorum and voting

purposes.

(4) Subject to Article 7(2), this Article 18(4) applies when:

(a) the Directors (excluding any Director(s) who are potentially conflicted),

having considered the facts and circumstances of any such interest, have,

by unanimous vote, determined that a Director with any such interest may

vote upon the relevant transaction or arrangement, provided that the

Directors (excluding any Director(s) who are potentially conflicted):

(i) may, by unanimous vote, extend any such authorisation to any actual

or potential conflict of interest which may arise out of the matter so

authorised; and

(ii) shall also be entitled, by simple majority decision, to:

(A) make any such authorisation subject to any limits or

conditions they expressly impose (whether at the time of the

giving of the authorisation or subsequently); and

(B) terminate such authorisation at any time;

(b) prior to the Sunset Date, the Company by Shareholder Supermajority

Resolution disapplies the provision of the Articles which would otherwise

prohibit a Director from participating in, or voting at, a Board meeting

pursuant to paragraph 5 of Schedule 1;

(c) following the Sunset Date, the Company by ordinary resolution disapplies

the provision of the Articles which would otherwise prohibit a Director

from participating in, or voting at, a Board meeting;

(d) the Director’s interest cannot reasonably be regarded as likely to give rise

to a conflict of interest;

(e) the Director is not aware of the conflict of interest;

(f) the Director’s conflict of interest arises from a permitted cause as referred

to in Article 18(5);

(g) the conflict of interest is limited to the matters referred to in Schedule

2 or the exercise of rights by a Director Group pursuant to Articles 10 or

(h) the conflict of interest is limited to such Director holding office as Director

of, or any other office or employment with:

(i) any Group Company; or

(ii) that Director’s Primary Shareholder (or such Primary

Shareholder’s Affiliate);

(i) if such interest or duty is limited to such Director being a participant in any

scheme, transaction or arrangement for the benefit of the employees or

former employees of:

(j) if such interest or duty is limited to such Director being interested in any

shares or other securities of:

(k) the conflict of interest is limited to such Director's Primary Shareholder (or

an Affiliate of the Director's Primary Shareholder) being a shareholder in

another Group Company; or

(l) the Director’s conflict of interest arises from the fact that the Related Party

is a shareholder (but not an Affiliate) of (i) such Director’s Primary

Shareholder or (ii) an Affiliate of such Director's Primary Shareholder.

(5) Subject to Article 7(2), for the purposes of this Article, the following are permitted

causes:

(a) a guarantee given, or to be given, by or to a Director in respect of an

obligation incurred by or on behalf of the Company or any of its

subsidiaries; and

(b) arrangements pursuant to which benefits are made available to employees

and Directors or former employees and Directors of the Company or any

of its subsidiaries which do not provide special benefits for Directors or

former Directors.

19. Records of decisions to be kept

(1) The Board must ensure that the Company keeps a record, in writing, for at least ten

(10) years from the date of the decision recorded, of every unanimous or majority

decision taken by the Board.

20. Board discretion to make further rules

(1) Subject to the Articles, the Board may make any rule which they think fit about

how they take decisions, and about how such rules are to be recorded or

communicated to Directors.

APPOINTMENT OF DIRECTORS

21. Appointment and termination of Directors

(1) Prior to the Sunset Date, the Board shall comprise eleven (11) Directors. Following

the Sunset Date, the number of Directors comprising the Board may be increased

or decreased pursuant to a vote of a simple majority of the Board. Subject to this

Article 21, the entire Board shall be elected at every third annual general meeting

of the Company (each period between an annual general meeting at which the

Board is elected to the third annual general meeting thereafter being the “Board

Appointment Period”). Notwithstanding the preceding sentence, in relation to

the Board holding office as at the Adoption Date, the first Board Appointment

Period shall expire on the date of the third annual general meeting following the

Adoption Date.

(2) There shall not be any limit on the number of times any particular Director may be

re-appointed (and in these Articles, references to the appointment of a Director

include his or her re-appointment).

(3) Any Shareholder holding at least five per cent (5%) of the total number of issued

Shares (or Shareholders together holding at least such number of Shares) shall be

entitled to nominate one (1) or more candidates for election as Directors. Such

nomination(s) shall be made by notice to the Company (by written notice addressed

to the Board and containing a signed statement from the candidate in question

confirming they are willing to stand for election) delivered to the Company at least

four (4) weeks prior to the date of the relevant annual general meeting to elect the

Board at the end of the Board Appointment Period. Any existing Director may

also nominate any one (1) or more candidates (including themselves) for election.

Existing Directors shall be automatically included in the list of candidates for

election unless the Director in question notifies the Board in writing that such

Director does not intend to stand for re-election. The relevant Shareholder(s) or

Directors proposing any candidate(s) for election must also provide details of the

experience and brief biographical details of such candidate(s), provided that such

details shall not be required in relation to existing Directors. Each candidate

nominated in accordance with this Article 21(3) shall be included in the Director

election process referred to in Article 21(4) other than to the extent that any such

candidate is not entitled to serve as a Director by virtue of any express restriction

contained in Applicable Law.

(4) In circumstances where the general meeting is to consider the appointment of any

Directors, the following procedures shall apply:

(a) Each candidate nominated or proposed for election shall be subject to a

separate appointment resolution (each a “Director Election Resolution”).

Director Election Resolutions shall only be approved in accordance with

the procedures set out in this Article 21 and not in any other manner.

(b) In relation to the Director Election Resolutions (taken together), every

Shareholder shall be entitled to an aggregate number of votes equal to the

Board Vacancy Number multiplied by the number of votes to which the

Shareholder’s Shares are entitled (the “Shareholder Votes”).

(c) Every Shareholder shall be entitled to: (i) vote all of his or her Shareholder

Votes in favour of only one Director Election Resolution; or (ii) distribute

his or her Shareholder Votes among more than one Director Election

Resolution in such manner as that Shareholder considers appropriate.

(d) The Board shall ensure that the procedures adopted at the general meeting

in relation to the consideration of the Director Election Resolutions (i)

enable Shareholders to clearly allocate their Shareholder Votes among the

Director Election Resolutions in any manner permitted by these Articles,

(ii) provide for the number of Shareholder Votes cast by each Shareholder

to be verified to ensure that Shareholders do not cast more votes than their

respective entitlements pursuant to these Articles and (iii) enable the

Company to identify the Director Groups and the Directors comprising

each such Director Group in accordance with these Articles. Such

procedures may include separate polling cards issued to each Shareholder

present at the meeting which list all candidates for election as separate

Director Election Resolutions and enable the Shareholder to indicate the

number of votes (if any) allocated to each separate Director Election

Resolution.

(e) In the event that a Shareholder allocates more Shareholder Votes across the

Director Election Resolutions than they are entitled to cast, the number of

votes allocated to each Director Election Resolution by that Shareholder

shall be reduced proportionately and any remaining fractions shall be

rounded down to the nearest integer.

(f) The person(s) that shall be appointed Director(s) shall first be the person

who, as compared to the rest of the Director Election Resolutions, receives

the greatest number of “for” votes, and then shall second be the person

who, as compared to the rest of the Director Election Resolutions, receives

the second greatest number of “for” votes and so on until the number of

Directors appointed equals (but in no circumstance exceeds) the Board

Vacancy Number (and any remaining candidates for appointment shall not

be appointed). The relevant Director Election Resolutions shall be deemed

to have been passed or rejected accordingly. Votes cast against a Director

Election Resolution and votes withheld shall have no legal effect. No show

of hands shall be taken on a Director Election Resolution.

(g) For the purpose of this Article 21, “Board Vacancy Number” means the

number of Directors which constitutes the entire Board under Article 21(1).

(5) A person ceases to be a Director as soon as:

(a) that person ceases to be a Director by virtue of any provision of the

Companies Regulations or is prohibited from being a Director by law;

(b) that person becomes bankrupt;

(c) a composition is made with that person’s creditors generally in satisfaction

of that person’s debts;

(d) a registered medical practitioner who is treating that person gives a written

opinion to the Company stating that that person has become physically or

mentally incapable of acting as a Director and may remain so for more than

three months;

(e) by reason of that person’s mental health, a court makes an order which

wholly or partly prevents that person from personally exercising any

powers or rights which that person would otherwise have; or

(f) notification is received by the Company from the Director that the Director

is resigning from office as Director, and such resignation has taken effect

in accordance with its terms.

(6) In the event that a vacancy arises on the Board during the Board Appointment

Period, the following procedures shall apply:

(a) if the vacancy arises prior to the Sunset Date and:

(i) the Director vacating his or her position was, immediately prior to

vacating such position, a member of a Director Group where the

relevant Primary Shareholder was a Major Shareholder, such

Shareholder (if still a Major Shareholder at the time the vacancy

occurs) shall have the right to appoint a replacement Director by

written notice to the Company; or

(ii) in circumstances other than those set out in Article 21(6)(a)(i)

above, the Board shall appoint a replacement Director pursuant to

Board Supermajority Approval;

(b) if the vacancy arises following the Sunset Date, the Board may appoint a

replacement Director pursuant to a vote of a simple majority of the Board,

in each case, any such replacement Director appointed pursuant to this Article 21

is referred to in these Articles as a “Replacement Director”.

(7) A Replacement Director appointed pursuant to this Article 21 shall hold office for

the remainder of the Board Appointment Period. Accordingly, any such

Replacement Director shall hold office until the next annual general meeting at

which the entire Board shall be elected pursuant to Article 21(1), whereupon all

positions on the Board shall be vacant and subject to election at that time.

(8) For the purposes of these Articles, Directors shall be allocated into separate groups

(each a “Director Group”) determined in accordance with the following

provisions:

(a) upon the election of the Board, the number of votes cast for each Director

shall be assessed in order to determine the specific Shareholder which cast

the largest number of votes for that Director (in relation to that Director,

such Shareholder being the “Primary Shareholder”);

(b) Directors shall then, on a preliminary basis, be grouped according to the

identity of their respective Primary Shareholders;

(c) subject to Article 21(8)(d):

(i) all of the Directors which have the same Primary Shareholder shall

form a Director Group; and

(ii) where a Shareholder is the Primary Shareholder for only one (1)

Director, such Director may form a Director Group on his or her

(d) in the event that a Shareholder is the Primary Shareholder for only one (1)

Director, and such Primary Shareholder holds, in aggregate, less than five

per cent (5%) of the total number of issued Shares, that Director shall be

designated a “Standalone Director” and shall be grouped together with

any other Standalone Directors into a separate Director Group. For the

avoidance of doubt, if there is a single Standalone Director then that

Standalone Director shall form a Director Group on his or her own;

(e) the Board shall retain a record of the Directors in each Director Group and

may also, for administrative purposes, refer to each Director Group by such

designation as may be appropriate (for example and without limitation,

designations may include ‘Director Group A’, ‘Director Group B’,

‘Director Group C’, and so on);

(f) by way of illustrative example:

(i) assume Shareholder A casts the largest number of votes received

by each of Directors 1, 2 and 3, Shareholder B casts the largest

number of votes received by each of Directors 4, 5, 6, 7 and 8,

Shareholder C (who holds more than five per cent (5%) of the total

number of issued Shares) casts the largest number of votes received

by Director 9, Shareholder D (who holds less than five per cent

(5%) of the total number of issued Shares) casts the largest number

of votes received by Director 10 and Shareholder E (who holds less

than five per cent (5%) of the total number of issued Shares) casts

the largest number of votes received by Director 11;

(ii) Shareholder A is the Primary Shareholder for Directors 1, 2 and 3,

and those Directors will form one Director Group. The Board

chooses to designate this as ‘Director Group A’;

(iii) Shareholder B is the Primary Shareholder for Directors 4, 5, 6, 7

and 8, and those Directors will form a separate Director Group.

The Board chooses to designate this as ‘Director Group B’;

(iv) Shareholder C is the Primary Shareholder for Director 9. Because

Shareholder C holds more than five per cent (5%) of the total

number of issued Shares, this Director forms a Director Group on

their own. The Board chooses to designate this as ‘Director Group

(v) Shareholder D is the Primary Shareholder for Director 10. Because

Shareholder D holds less than five per cent (5%) of the total number

of issued Shares and is the Primary Shareholder for only one (1)

Director, this Director is designated as a Standalone Director;

(vi) Shareholder E is the Primary Shareholder for Director 11. Because

Shareholder E holds less than five per cent (5%) of the total number

of issued Shares and is the Primary Shareholder for only one (1)

Director, this Director is also designated as a Standalone Director;

(vii) therefore, Directors 10 and 11 together form a Director Group. The

Board chooses to designate this as ‘Director Group D’;

(g) any Replacement Director appointed pursuant to this Article 21 shall be

deemed to form part of the same Director Group as the relevant Director

who vacated his or her position and is being replaced;

(h) the Director Groups shall be reconstituted after each election of the Board;

(i) the Director Groups as at the Adoption Date shall be as specified by

resolution of the Board passed on or prior to such date (if passed on the

Adoption Date, with Board Supermajority Approval).

22. Alternate Directors

(1) Any Director (other than an alternate Director) may appoint any other Director or

other person to be his or her alternate Director and may remove from office any

alternate Director so appointed by him or her. Appointment or removal of an

alternate Director shall be made by written notice to the Board and shall be

effective upon receipt by the Chairperson of such notice. Any appointment or

removal of an alternate Director by the Chairperson shall be effective upon receipt

by the Company. For the avoidance of doubt, a person may act as an alternate

Director for more than one Director simultaneously.

(2) An alternate Director shall, subject to giving to the Company an address (and an e-

mail address) to which notices may be sent to him or her, be entitled to receive

notice of all meetings of the Board in respect of which he or she has been appointed

as alternate Director. An alternate Director shall not, in his or her capacity as such,

be entitled to appoint his or her own alternate Director (but if he or she is also a

Director he or she shall be entitled to appoint an alternate Director in that capacity).

(3) In the absence of any Director who has appointed him or her, an alternate Director:

(i) shall be entitled to the same voting rights, and to perform all the functions, of

such Director, in addition to his or her own (if any); and (ii) shall be counted in the

quorum for meetings of the Board as each Director for whom he or she acts as

alternate Director (and him or herself if he or she also acts as a Director) and shall

have one (1) vote for every Director represented by him or her who is absent in

addition to his or her own vote (if any).

(4) If a Director ceases to hold the office of Director for any reason, the appointment

of his or her alternate Director, and his or her appointment as alternate Director by

any other Director, shall thereupon automatically cease.

23. Directors’ remuneration

(1) Directors may undertake any services for the Company that the Board decides.

(2) Directors are entitled to such remuneration as the Board determines:

(a) for their services to the Company as Directors; and

(b) for any other service which they undertake for the Company.

(3) Subject to the Articles, a Director’s remuneration may:

(a) take any form; and

(b) include any arrangements in connection with the payment of a pension,

allowance or gratuity, or any death, sickness or disability benefits, to or in

respect of that Director.

(4) Unless the Board decides otherwise, Directors’ remuneration accrues from day to

(5) Unless the Board decides otherwise (prior to the Sunset Date, by Board

Supermajority Approval), Directors are not accountable to the Company for any

remuneration which they receive as Directors or other officers or employees of the

Company’s subsidiaries or of any other body corporate in which the Company is

interested.

(6) Directors shall not be accountable to the Company for any remuneration which

they receive as Directors or other officers or employees of any Major Shareholder

(or Affiliate of any Major Shareholder).

24. Directors’ expenses

(1) The Company may pay any reasonable expenses which the Directors and the

alternate Directors properly incur in connection with their attendance at:

(a) meetings of Directors or committees;

(b) general meetings; or

(c) separate meetings of the holders of any class of Shares or of debentures of

the Company, or otherwise in connection with the exercise of their powers

and the discharge of their responsibilities in relation to the Company.

PART 3 DECISION-MAKING BY SHAREHOLDERS

ORGANISATION OF GENERAL MEETINGS

25. Shareholders can call general meeting if not enough Directors

(1) If:

(a) the Company has fewer than two (2) Directors; and

(b) the Director (if any) is unable or unwilling to appoint sufficient Directors

to make up a quorum or to call a general meeting to do so,

then two or more Shareholders may call a general meeting (or instruct the Board

Secretary to do so) for the purpose of appointing one or more Directors.

26. Attendance and speaking at general meetings

(1) Following resolution by the Board to call a general meeting, the Chairperson or, in

his or her absence, the Vice-Chairperson, shall call, set the agenda for and chair

each general meeting, which shall be convened:

(a) except as provided in Article 27(3), by notifying each Shareholder no later

than (i) fourteen (14) calendar days prior to the proposed date of the

relevant general meeting; or (ii) twenty-one (21) calendar days prior to the

proposed date of the annual general meeting; provided that, in each case,

the meeting may be called on less than the relevant period of notice

specified in (i) or (ii) if approved by the Shareholders in accordance with

sections 324 or 356(2) of the Companies Regulations (as the case may be);

(b) on a Business Day; and

(c) at least once a year.

(2) The Board Secretary, or in their absence, a proxy nominated by the Chairperson

from time to time, shall be responsible for, among other things, administering and

documenting the business of a general meeting.

(3) General meetings shall be held:

(a) by telephone, video conferencing or other similar methods, by means of

which all persons participating in the meeting can at all times during such

meeting hear and speak to each other, and such participation shall

constitute presence in person at such meeting; or

(b) in person.

(4) A person is able to exercise the right to speak at a general meeting when that person

is in a position to communicate to all those attending the meeting, during the

meeting, any information or opinions which that person has on the business of the

meeting.

(5) Without prejudice to Article 21, a person is able to exercise the right to vote at a

general meeting when:

(a) that person is able to vote, during the meeting, on resolutions put to the

vote at the meeting; and

(b) that person’s vote can be taken into account in determining whether or not

such resolutions are passed at the same time as the votes of all the other

persons attending the meeting.

(6) The Board may make whatever arrangements it considers appropriate to enable

those attending a general meeting to exercise their rights to speak or vote at it.

27. Quorum for general meetings

(1) Subject to Article 27(3) and due notice of a general meeting being given, a quorum

shall exist at any general meeting of the Company if: (i) Shareholders holding at

least a simple majority of the aggregate number of voting rights attaching to the

entire issued share capital of the Company are present (in person or by proxy); and

(ii) each Major Shareholder is present (in person or by proxy), provided that

condition (ii) shall not be required to be satisfied from and after the Sunset Date.

(2) No business other than the appointment of the Chairperson of the Meeting is to be

transacted at a general meeting if the persons attending it do not constitute a

quorum.

(3) If a quorum is not present at a general meeting of the Company within one (1) hour

following the commencement time specified in the notice, the meeting shall be

adjourned and reconvened to discuss the same agenda. At least forty-eight (48)

hours’ notice of the reconvened meeting will be given unless the Shareholders

unanimously agree otherwise. At that reconvened meeting, the same quorum

requirement shall apply. If, however, a quorum is not present at that reconvened

meeting within one (1) hour of the scheduled commencement time, the meeting

shall be adjourned once again and reconvened to discuss the same agenda and at

least forty-eight (48) hours’ notice of the second reconvened meeting will be given

unless the Shareholders unanimously agree otherwise. At that second reconvened

meeting, then, to the extent that the second reconvened meeting considers the same

agenda, a quorum shall exist provided that Shareholders holding at least a simple

majority of the aggregate number of voting rights attaching to the entire issued

share capital of the Company are present (in person or by proxy) (and, accordingly,

condition (ii) in Article 27(1) shall not apply in relation to any such second

reconvened meeting, whether or not the Sunset Date has occurred).

28. Chairing general meetings

(1) If the Board has appointed a Chairperson, the Chairperson shall chair general

meetings if present and willing to do so.

(2) If the Board has appointed a Vice-Chairperson, and the Chairperson is unwilling

to chair the meeting or is not present within ten (10) minutes of the time at which

a meeting was due to start, the Vice-Chairperson shall chair the general meeting if

present and willing to do so.

(3) If the Board has not appointed a Chairperson and a Vice-Chairperson, or if each of

the Chairperson and Vice-Chairperson is unwilling to chair the meeting or if both

are not present within ten (10) minutes of the time at which a meeting was due to

start:

(a) the Directors present; or

(b) if no Directors are present, the meeting,

must appoint a Director or Shareholder to chair the meeting, and the appointment

of the Chairperson of the Meeting must be the first business of the meeting.

(4) The person chairing a general meeting in accordance with this Article is referred

to as “the Chairperson of the Meeting”.

29. Attendance and speaking by Directors and non-Shareholders

(1) Directors may attend and speak at general meetings, whether or not they are

Shareholders.

(2) The Chairperson of the Meeting may permit other persons who are not:

(a) Shareholders of the Company; or

(b) otherwise entitled to exercise the rights of Shareholders in relation to

general meetings,

to attend and speak at a general meeting.

30. Adjournment

(1) The Chairperson of the Meeting must adjourn a general meeting if:

(a) such adjournment is required pursuant to Article 27; or

(b) directed to do so by the meeting.

(2) The Chairperson of the Meeting may adjourn a general meeting at which a quorum

is present if:

(a) the meeting consents to an adjournment; or

(b) it appears to the Chairperson of the Meeting that an adjournment is

necessary to protect the safety of any person attending the meeting or

ensure that the business of the meeting is conducted in an orderly manner.

(3) When adjourning a general meeting, the Chairperson of the Meeting must:

(a) either specify the time and place to which it is adjourned or state that it is

to continue at a time and place to be fixed by the Board; and

(b) have regard to any directions as to the time and place of any adjournment

which have been given by the meeting.

(4) If the continuation of an adjourned meeting is to take place more than fourteen (14)

calendar days after it was adjourned, the Company must give at least seven (7) clear

calendar days’ notice of it (that is, excluding the day of the adjourned meeting and

the day on which the notice is given):

(a) to the same persons to whom notice of the Company’s general meetings is

required to be given; and

(b) containing the same information which such notice is required to contain.

(5) No business may be transacted at an adjourned general meeting which could not

properly have been transacted at the meeting if the adjournment had not taken

place.

VOTING AT GENERAL MEETINGS

31. Voting: general

(1) Subject to Article 21, a resolution put to the vote of a general meeting must be

decided on a show of hands unless a poll is duly demanded in accordance with the

Articles.

(2) If a matter is reserved by Applicable Law or these Articles to the Company’s

Shareholders, any such matter shall, unless a higher majority is required by

Applicable Law, require the approval of:

(a) subject to Articles 31(2)(b) and (c), a simple majority vote of the

Shareholders attending (in person or by proxy) a duly convened and

quorate general meeting, and each Shareholder shall have such number of

votes as is equal to the Shares held by such Shareholder; or

(b) prior to the Sunset Date, in respect of the matters set out in Schedule 1 of

these Articles, the Shareholders by Shareholder Supermajority Resolution;

(c) in relation to the appointment of Directors, the Shareholders in accordance

with Article 21.

(3) In the event of an equality of votes in relation to a resolution of the shareholders,

no person shall have a second or casting vote.

32. Errors and disputes

(1) No objection may be raised to the qualification of any person voting at a general

meeting except at the meeting or adjourned meeting at which the vote objected to

is tendered, and every vote not disallowed at the meeting is valid.

(2) Any such objection must be referred to the Chairperson of the Meeting whose

decision is final.

33. Demanding a poll

(1) A poll on a resolution may be demanded:

(a) in advance of the general meeting where it is to be put to the vote; or

(b) at a general meeting, either before a show of hands on that resolution or

immediately after the result of a show of hands on that resolution is

declared.

(2) A poll may be demanded by:

(a) the Chairperson of the Meeting;

(b) two (2) or more Directors;

(c) two (2) or more persons having the right to vote on the resolution; or

(d) a person or persons representing not less than one-tenth (⅒) of the total

voting rights of all the Shareholders having the right to vote on the

resolution.

(3) A demand for a poll may be withdrawn if:

(a) the poll has not yet been taken; and

(b) the Chairperson of the Meeting consents to the withdrawal.

(4) This Article 33 is without prejudice to the provisions of Article 21.

34. Procedure on a poll

(1) Subject to the Articles, polls at general meetings must be taken when, where and

in such manner as the Chairperson of the Meeting directs.

(2) The Chairperson of the Meeting may appoint scrutineers (who need not be

Shareholders) and decide how and when the result of the poll is to be declared.

(3) Subject to the Articles, the result of a poll shall be the decision of the meeting in

respect of the resolution on which the poll was demanded.

(4) A poll on:

(a) the election of the Chairperson of the Meeting; or

(b) a question of adjournment,

must be taken immediately.

(5) Other polls must be taken within thirty (30) days of their being demanded.

(6) A demand for a poll does not prevent a general meeting from continuing, except as

regards the question on which the poll was demanded.

(7) No notice need be given of a poll not taken immediately if the time and place at

which it is to be taken are announced at the meeting at which it is demanded.

(8) In any other case, at least seven (7) days’ notice must be given specifying the time

and place at which the poll is to be taken.

(9) This Article 34 is without prejudice to the provisions of Article 21.

35. Content of Proxy Notices

(1) Proxies may only validly be appointed by a notice in writing (a “Proxy Notice”)

which:

(a) states the name and address of the Shareholder appointing the proxy;

(b) identifies the person appointed to be that Shareholder’s proxy and the

general meeting in relation to which that person is appointed;

(c) specifies the mandate for the Shareholder’s proxy and the term for which

the Proxy Notice may be used;

(d) is signed by or on behalf of the Shareholder appointing the proxy, or is

otherwise authenticated in such manner as the Board may determine; and

(e) is delivered to the Company in accordance with the Articles and any

instructions contained in the notice of the general meeting to which they

relate.

(2) The Company may require Proxy Notices to be delivered in a particular form, and

may specify different forms for different purposes.

(3) Proxy Notices may specify how the proxy appointed under them is to vote (or that

the proxy is to abstain from voting) on one or more resolutions.

(4) Unless a Proxy Notice indicates otherwise, it must be treated as:

(a) allowing the person appointed under it as a proxy discretion as to how to

vote on any ancillary or procedural resolutions put to the meeting; and

(b) appointing that person as a proxy in relation to any adjournment of the

general meeting to which it relates as well as the meeting itself.

36. Delivery of Proxy Notices

(1) Any notice of a general meeting must specify the address or addresses (“Proxy

Notification Address”) at which the Company or its agents will receive Proxy

Notices relating to that meeting, or any adjournment of it, delivered in hard copy

or electronic form.

(2) A person who is entitled to attend, speak or vote (either on a show of hands or on

a poll or otherwise) at a general meeting remains so entitled in respect of that

meeting or any adjournment of it, even though a valid Proxy Notice has been

delivered to the Company by or on behalf of that person.

(3) Subject to Articles 36(4) and 36(5), a Proxy Notice must be delivered to a Proxy

Notification Address not less than forty-eight (48) hours before the general meeting

or adjourned meeting to which it relates.

(4) In the case of a poll taken more than forty-eight (48) hours after it is demanded, the

notice must be delivered to a Proxy Notification Address not less than twenty-four

(24) hours before the time appointed for the taking of the poll.

(5) In the case of a poll not taken during the meeting but taken not more than forty-

eight (48) hours after it was demanded, the Proxy Notice must be delivered:

(a) in accordance with Article 36(3); or

(b) at the meeting at which the poll was demanded to the Chairperson,

secretary or any Director.

(6) An appointment under a Proxy Notice may be revoked by delivering a notice in

writing given by or on behalf of the person by whom or on whose behalf the Proxy

Notice was given to a Proxy Notification Address.

(7) A notice revoking a proxy appointment only takes effect if it is delivered before:

(a) the start of the meeting or adjourned meeting to which it relates; or

(b) (in the case of a poll not taken on the same day as the meeting or adjourned

meeting) the time appointed for taking the poll to which it relates.

(8) If a Proxy Notice is not signed by the person appointing the proxy, it must be

accompanied by written evidence of the authority of the person who executed it to

execute it on the appointor’s behalf.

37. Amendments to resolutions

(1) An ordinary resolution to be proposed at a general meeting may be amended by

ordinary resolution if:

(a) notice of the proposed amendment is given to the Board Secretary in

writing by a person entitled to vote at the general meeting at which it is to

be proposed not less than forty-eight (48) hours before the meeting is to

take place (or such later time as the Chairperson of the Meeting may

determine); and

(b) the proposed amendment does not, in the reasonable opinion of the

Chairperson of the Meeting, materially alter the scope of the resolution.

(2) A special resolution, Shareholder Supermajority Resolution or Director Election

Resolution to be proposed at a general meeting may be amended by ordinary

resolution, if:

(a) the Chairperson of the Meeting proposes the amendment at the general

meeting at which the resolution is to be proposed; and

(b) the amendment does not go beyond what is necessary to correct a

grammatical or other non-substantive error in the resolution.

(3) If the Chairperson of the Meeting, acting in good faith, wrongly decides that an

amendment to a resolution is out of order, the Chairperson’s error does not

invalidate the vote on that resolution.

38. Corporate representatives

(1) In accordance with section 341 of the Companies Regulations, a corporation which

is a Shareholder may by resolution of its Directors or other governing body

authorise a person or persons to act as its representative or representatives at any

general meeting of the Company.

(2) Section 349 of the Companies Regulations shall be deemed to also apply to a

representative of a corporation (within the meaning of section 341 of those

regulations) as if references in that section to a proxy were to both a proxy and such

representative of a corporation.

39. No voting of Shares on which money owed to Company

(1) No voting rights attached to a partly paid Share may be exercised at any general

meeting, at any adjournment of it, or on any poll called at or in relation to it, if a

Call has been made in respect of that Share, such Call has not been paid in full

when due and such Call remains outstanding at the relevant time.

40. Application to class meetings

(1) The provisions of the Articles relating to general meetings apply, with any necessary

modifications, to meetings of the holders of any class of Shares.

PART 4 SHARES AND DISTRIBUTIONS

SHARES

41. Powers to issue different classes of share

(1) Subject to the Articles (and in particular, prior to the Sunset Date, Articles 6(2) and

12(2) and Schedule 1 and Schedule 2), but without prejudice to the rights attached

to any existing Share, the Company may issue Shares with such rights or

restrictions as may be determined by ordinary resolution or, if no such resolution

has been passed, or so far as the resolution does not make special provision, as the

Board may decide subject to the Articles.

12(2) and Schedule 1 and Schedule 2), the Company may issue Shares which are

to be redeemed, or are liable to be redeemed at the option of the Company or the

holder, and the Board may determine the terms, conditions and manner of

redemption of any such Shares.

42. Payment of commissions on subscription for Shares

(1) Subject to the Articles, the Company may pay any person a commission in

consideration for that person:

(a) subscribing, or agreeing to subscribe, for Shares; or

(b) procuring, or agreeing to procure, subscriptions for Shares.

(2) Any such commission may be paid:

(a) in cash, or in fully paid or partly paid Shares or other securities, or partly

in one way and partly in the other; and

(b) in respect of a conditional or an absolute subscription.

43. Company not bound by less than absolute interests

(1) Except as required by law, no person is to be recognised by the Company as holding

any Share upon any trust, and except as otherwise required by law or the Articles,

the Company is not in any way to be bound by or recognise any interest in a Share

other than the holder’s absolute ownership of it and all the rights attaching to it.

44. Share Certificates

(1) Subject to the Articles, the Company must issue each Shareholder with one (1) or

more Certificates in respect of the Shares which that Shareholder holds.

(2) This Article does not apply to:

(a) Uncertificated Shares; or

(b) Shares in respect of which the Companies Regulations permit the Company

not to issue a Certificate.

(3) Except as otherwise specified in the Articles, all Certificates must be issued free of

charge.

(4) No Certificate may be issued in respect of Shares of more than one (1) class.

(5) If more than one (1) person holds a Share, only one (1) Certificate may be issued

in respect of it.

(6) Every Certificate must specify:

(a) in respect of how many Shares, of what class, it is issued;

(b) the issue price of those Shares;

(c) the amount paid up on them; and

(d) any distinguishing numbers assigned to them.

(7) Certificates must:

(a) have affixed to them the Company’s common seal; or

(b) be otherwise executed in accordance with the Companies Regulations.

45. Consolidated Share certificates

(1) When a Shareholder’s holding of Shares of a particular class increases, the

Company may issue that Shareholder with:

(a) a single, consolidated Certificate in respect of all the Shares of a particular

class which that Shareholder holds; or

(b) a separate Certificate in respect of only those Shares by which that

Shareholder’s holding has increased.

(2) When a Shareholder’s holding of Shares of a particular class is reduced, the

Company must ensure that the Shareholder is issued with one (1) or more

Certificates in respect of the number of Shares held by the Shareholder after that

reduction. But the Company need not (in the absence of a request from the

Shareholder) issue any new Certificate if:

(a) all the Shares which the Shareholder no longer holds as a result of the

reduction; and

(b) none of the Shares which the Shareholder retains following the reduction,

were, immediately before the reduction, represented by the same Certificate.

(3) A Shareholder may request the Company, in writing, to replace:

(a) the Shareholder’s separate Certificates with a consolidated Certificate; or

(b) the Shareholder’s consolidated Certificate with two (2) or more separate

Certificates representing such proportion of the Shares as the Shareholder

may specify.

(4) When the Company complies with such a request it may charge such reasonable

fee as the Board may decide for doing so.

(5) Subject to Article 46, a consolidated Certificate must not be issued unless any

Certificates which it is to replace have first been returned to the Company for

cancellation.

46. Replacement Share certificates

(1) If a Certificate issued in respect of a Shareholder’s Shares is:

(a) damaged or defaced; or

(b) said to be lost, stolen or destroyed,

that Shareholder is entitled to be issued with a replacement Certificate in respect

of the same Shares.

(2) A Shareholder exercising the right to be issued with such a replacement Certificate:

(a) may at the same time exercise the right to be issued with a single Certificate

or separate Certificate;

(b) must return the Certificate which is to be replaced to the Company if it is

damaged or defaced; and

(c) must comply with such conditions as to evidence, indemnity and the

payment of a reasonable fee as the Board decides.

SHARES NOT HELD IN CERTIFICATED FORM

47. Uncertificated Shares

(1) In this Article, “the Relevant Rules” means:

(a) any applicable provision of the Companies Regulations and the

Uncertificated Securities Rules about the holding, evidencing of title to, or

transfer of Shares other than in Certificated form; and

(b) any applicable legislation, rules or other arrangements made under or by

virtue of such provision.

(2) The provisions of this Article have effect subject to the Relevant Rules.

(3) Any provision of the Articles which is inconsistent with the Relevant Rules must

be disregarded, to the extent that it is inconsistent, whenever the Relevant Rules

apply.

(4) Any Share or class of Shares may be issued or held on such terms, or in such a

way, that:

(a) title to it or them is not, or must not be, evidenced by a Certificate; or

(b) it or they may or must be transferred wholly or partly without a Certificate.

(5) Subject to the Articles, the Directors have power to take such steps as they think

fit in relation to:

(a) the evidencing of and transfer of title to Uncertificated Shares (including

in connection with the issue of such Shares);

(b) any records relating to the holding of Uncertificated Shares;

(c) the conversion of Certificated Shares into Uncertificated Shares; or

(d) the conversion of Uncertificated Shares into Certificated Shares.

(6) Subject to the Articles, the Company may by notice to the holder of a Share require

that Share:

(a) if it is Uncertificated, to be converted into Certificated form; and

(b) if it is Certificated, to be converted into Uncertificated form, to enable it to

be dealt with in accordance with the Articles.

(7) If:

(a) the Articles give the Directors power to take action, or require other persons

to take action, in order to sell, transfer or otherwise dispose of Shares; and

(b) Uncertificated Shares are subject to that power, but the power is expressed

in terms which assume the use of a Certificate or other written instrument,

the Directors may take such action as is necessary or expedient to achieve the same

results when exercising that power in relation to Uncertificated Shares. In particular,

the Directors may take such action as they consider appropriate to achieve the sale,

transfer, disposal, forfeiture, re-allotment or surrender of an Uncertificated Share

or otherwise to enforce a lien in respect of it.

(8) Unless the Directors otherwise determine, Shares which a Shareholder holds in

Uncertificated form must be treated as separate holdings from any Shares which

that Shareholder holds in Certificated form.

(9) A class of Shares must not be treated as two (2) classes simply because some Shares

of that class are held in Certificated form and others are held in Uncertificated form.

PARTLY PAID SHARES

48. Company’s Lien over partly paid Shares

(1) The Company has a lien (the “Company’s Lien”) over every Share which is partly

paid for any part of that Share's issue price which has not been paid to the

Company, and which is payable immediately or at some time in the future, whether

or not a Call Notice has been sent in respect of it.

(2) The Company’s Lien over a Share:

(a) takes priority over any third party’s interest in that Share; and

(b) extends to any dividend or other money payable by the Company in respect

of that Share and (if the lien is enforced and the Share is sold by the

Company) the proceeds of sale of that Share.

(3) The Board may at any time decide that a Share which is or would otherwise be

subject to the Company’s Lien shall not be subject to it, either wholly or in part;

49. Enforcement of the Company’s Lien

(1) Subject to the provisions of this Article, if:

(a) a Lien Enforcement Notice has been given in respect of a Share; and

(b) the person to whom the notice was given has failed to comply with it,

the Company may sell that Share in such manner as the Board may decide.

(2) A Lien Enforcement Notice:

(a) may only be given in respect of a Share which is subject to the Company’s

Lien, in respect of which a sum is payable and the due date for payment of

that sum has passed;

(b) must specify the Share concerned;

(c) must require payment of the sum payable within fourteen (14) days of the

notice;

(d) must be addressed either to the holder of the Share or to a person entitled

to it by reason of the holder’s death, bankruptcy or otherwise; and

(e) must state the Company’s intention to sell the Share if the notice is not

complied with.

(3) Where Shares are sold under this Article:

(a) the Board may authorise any person to execute an instrument of transfer of

the Shares to the purchaser or a person nominated by the purchaser; and

(b) the transferee is not bound to see to the application of the

consideration, and the transferee’s title is not affected by any irregularity

in or invalidity of the process leading to the sale.

(4) The net proceeds of any such sale (after payment of the costs of sale and any other

costs of enforcing the lien) must be applied:

(a) first, in payment of so much of the sum for which the lien exists as was

payable at the date of the Lien Enforcement Notice; and

(b) second, to the person entitled to the Shares at the date of the sale, but only

after the Certificate for the Shares sold has been surrendered to the

Company for cancellation or a suitable indemnity has been given for any

lost Certificates, and subject to a lien equivalent to the Company’s Lien

over the Shares before the sale for any money payable in respect of the

Shares after the date of the Lien Enforcement Notice.

(5) A statutory declaration by a Director or the Board Secretary that the declarant is a

Director or the Board Secretary and that a Share has been sold to satisfy the

Company’s Lien on a specified date:

(a) is conclusive evidence of the facts stated in it as against all persons

claiming to be entitled to the Share; and

(b) subject to compliance with any other formalities of transfer required by the

Articles or by law, constitutes a good title to the Share.

50. Call Notices

(1) Subject to the Articles and the terms on which Shares are allotted, the Board may

send a notice (a “Call Notice”) to a Shareholder requiring the Shareholder to pay

the Company a specified sum of money (a “Call”) which is payable in respect of

Shares which that Shareholder holds at the date when the Board decide to send the

Call Notice.

(2) A Call Notice:

(a) may not require a Shareholder to pay a Call which exceeds the total sum

unpaid on that Shareholder’s Shares;

(b) must state when and how any Call to which it relates it is to be paid; and

(c) may permit or require the Call to be paid by instalments.

(3) A Shareholder must comply with the requirements of a Call Notice, but no

Shareholder is obliged to pay any Call before fourteen (14) days have passed since

the notice was sent.

(4) Before the Company has received any Call due under a Call Notice the Board may:

(a) revoke it wholly or in part, or

(b) specify a later time for payment than is specified in the notice,

by a further notice in writing to the Shareholder in respect of whose Shares the Call

is made.

51. Liability to pay Calls

(1) Liability to pay a Call is not extinguished or transferred by transferring the Shares

in respect of which it is required to be paid.

(2) Joint holders of a Share are jointly and severally liable to pay all Calls in respect

of that Share.

(3) Subject to the terms on which Shares are allotted, the Board may, when issuing

Shares, provide that Call Notices sent to the holders of those Shares may require

(a) to pay Calls which are not the same, or

(b) to pay Calls at different times.

52. When Call Notice need not be issued

(1) A Call Notice need not be issued in respect of sums which are specified, in the

terms on which a Share is issued, as being payable to the Company in respect of

that Share:

(a) on allotment;

(b) on the occurrence of a particular event; or

(c) on a date fixed by or in accordance with the terms of issue.

(2) But if the due date for payment of such a sum has passed and it has not been paid,

the holder of the Share concerned is treated in all respects as having failed to

comply with a Call Notice in respect of that sum, and is liable to the same

consequences as regards the payment of interest and forfeiture.

53. Failure to comply with Call Notice: automatic consequences

(1) If a person is liable to pay a Call and fails to do so by the Call Payment Date:

(a) the Board may issue a notice of intended forfeiture to that person; and

(b) until the Call is paid, that person must pay the Company interest on the Call

from the Call Payment Date at the Relevant Rate.

(2) For the purposes of this Article:

(a) the “Call Payment Date” is the time when the Call Notice states that a Call

is payable, unless the Board gives a notice specifying a later date, in which

case the “Call Payment Date” is that later date;

(b) the “Relevant Rate” is:

(i) the rate fixed by the terms on which the Share in respect of which

the Call is due was allotted;

(ii) such other rate as was fixed in the Call Notice which required

payment of the Call, or has otherwise been determined by the

Board;

(iii) if no rate is fixed in either of these ways, five per cent (5%) per

annum.

(3) The Board may waive any obligation to pay interest on a Call wholly or in part.

54. Notice of intended forfeiture

(1) A notice of intended forfeiture:

(a) may be sent in respect of any Share in respect of which a Call has not been

paid as required by a Call Notice;

(b) must be sent to the holder of that Share or to a person entitled to it by reason

of the holder’s death, bankruptcy or otherwise;

(c) must require payment of the Call and any accrued interest by a date which

is not less than fourteen (14) days after the date of the notice;

(d) must state how the payment is to be made; and

(e) must state that if the notice is not complied with, the Shares in respect of

which the Call is payable will be liable to be forfeited.

55. Board power to forfeit Shares

(1) If a notice of intended forfeiture is not complied with on or before the date by which

payment of the Call is required in the notice of intended forfeiture, the Board may

decide that any Share in respect of which it was given is forfeited, and the forfeiture

is to include all dividends or other moneys payable in respect of the forfeited Shares

and not paid before the forfeiture.

56. Effect of forfeiture

(1) Subject to the Articles, the forfeiture of a Share extinguishes:

(a) all interests in that Share, and all claims and demands against the Company

in respect of it; and

(b) all other rights and liabilities incidental to the Share as between the person

whose Share it was prior to the forfeiture and the Company.

(2) Any Share which is forfeited in accordance with the Articles:

(a) is deemed to have been forfeited when the Board decides that it is forfeited;

(b) is deemed to be the property of the Company; and

(c) may be sold, re-allotted or otherwise disposed of as the Board thinks fit.

(3) If a person’s Shares have been forfeited:

(a) the Company must send that person notice that forfeiture has occurred and

record it in the register of members;

(b) that person ceases to be a Shareholder in respect of those Shares;

(c) that person must surrender the Certificate for the Shares forfeited to the

Company for cancellation;

(d) that person remains liable to the Company for all sums payable by that

person under the Articles at the date of forfeiture in respect of those Shares,

including any interest (whether accrued before or after the date of

forfeiture); and

(e) the Board may waive payment of such sums wholly or in part or enforce

payment without any allowance for the value of the Shares at the time of

forfeiture or for any consideration received on their disposal.

(4) At any time before the Company disposes of a forfeited Share, the Board may

decide to cancel the forfeiture on payment of all Calls and interest due in respect

of it and on such other terms as they think fit.

57. Procedure following forfeiture

(1) If a forfeited Share is to be disposed of by being transferred, the Company may

receive the consideration for the transfer and the Board may authorise any person

to execute the instrument of transfer.

(2) A statutory declaration by a Director or the Board Secretary that the declarant is a

Director or the Board Secretary and that a Share has been forfeited on a specified

(a) is conclusive evidence of the facts stated in it as against all persons

claiming to be entitled to the Share; and

(b) subject to compliance with any other formalities of transfer required by the

Articles or by law, constitutes a good title to the Share.

(3) A person to whom a forfeited Share is transferred is not bound to see to the

application of the consideration (if any) nor is that person’s title to the Share

affected by any irregularity in or invalidity of the process leading to the forfeiture

or transfer of the Share.

(4) If the Company sells a forfeited Share, the person who held it prior to its forfeiture

is entitled to receive from the Company the proceeds of such sale, net of any

commission, and excluding any amount which:

(a) was, or would have become, payable; and

(b) had not, when that Share was forfeited, been paid by that person in respect

of that Share,

but no interest is payable to such a person in respect of such proceeds and the

Company is not required to account for any money earned on them.

58. Surrender of Shares

(1) A Shareholder may surrender any Share:

(a) in respect of which the Board may issue a notice of intended forfeiture;

(b) which the Board may forfeit; or

(c) which has been forfeited.

(2) The Board may accept the surrender of any such Share.

(3) The effect of surrender on a Share is the same as the effect of forfeiture on that

Share.

(4) A Share which has been surrendered may be dealt with in the same way as a Share

which has been forfeited.

TRANSFER OF SHARES

59. Transfers: general

(1) Certificated Shares may be transferred by means of an instrument of transfer in any

usual form or any other form approved by the Board, which is executed by or on

behalf of:

(a) the transferor; and

(b) if any of the Shares is partly paid, the transferee.

(2) No fee may be charged for registering any instrument of transfer or other document

relating to or affecting the title to any Share.

(3) The Company may retain any instrument of transfer which is registered.

(4) The transferor remains the holder of a Certificated Share until the transferee’s name

is entered in the register of members as holder of it.

(5) The Directors may refuse to register the transfer of a Certificated Share if:

(a) the Share is not fully paid;

(b) the transfer is not lodged at the Company’s registered office or such other

place as the Directors have appointed;

(c) the transfer is not accompanied by the Certificate for the Shares to which

it relates, or such other evidence as the Directors may reasonably require

to show the transferor’s right to make the transfer, or evidence of the right

of someone other than the transferor to make the transfer on the transferor’s

behalf;

(d) the transfer is in respect of more than one (1) class of Share; or

(e) the transfer is in favour of more than four (4) transferees.

(6) The Board may refuse to register the transfer of a Share if it is in breach of these

Articles and, if it does so, the instrument of transfer must be returned to the

transferee with the notice of refusal unless the Board suspects that the proposed

transfer may be fraudulent.

60. Transfer of Uncertificated Shares

(1) All transfers of Shares which are in Uncertificated form shall be effected by means

of a Relevant System unless the Uncertificated Securities Rules provide otherwise.

(2) A transfer of an Uncertificated Share must not be registered if it is in favour of

more than four (4) transferees.

TRANSMISSION

61. Transmission of Shares

(1) If title to a Share passes to a Transmittee, the Company may only recognise the

Transmittee as having any title to that Share.

(2) Nothing in these Articles releases the estate of a deceased Shareholder from any

liability in respect of a Share solely or jointly held by that Shareholder.

(3) A Transmittee who produces such evidence of entitlement to Shares as the Board

may properly require:

(a) may, subject to the Articles, choose either to become the holder of those

Shares or to have them transferred to another person; and

(b) subject to the Articles, and pending any transfer of the Shares to another

person, has the same rights as the holder had.

(4) But Transmittees do not have the right to attend or vote at a general meeting in

respect of Shares to which they are entitled, by reason of the holder’s death or

bankruptcy or otherwise, unless they become the holders of those Shares.

62. Exercise of Transmittees’ rights

(1) Transmittees who wish to become the holders of Shares to which they have become

entitled must notify the Company in writing of that wish.

(2) If the Share is a Certificated Share and a Transmittee wishes to have it transferred

to another person, the Transmittee must execute an instrument of transfer in respect

of it.

(3) If the Share is an Uncertificated Share and the Transmittee wishes to have it

transferred to another person, the Transmittee must:

(a) procure that all appropriate instructions are given to effect the transfer; or

(b) procure that the Uncertificated Share is changed into Certificated form and

then execute an instrument of transfer in respect of it.

(4) Any transfer made or executed under this Article is to be treated as if it were made

or executed by the person from whom the Transmittee has derived rights in respect

of the Share, and as if the event which gave rise to the transmission had not

occurred.

63. Transmittees bound by prior notices

(1) If a notice is given to a Shareholder in respect of Shares and a Transmittee is

entitled to those Shares, the Transmittee is bound by the notice if it was given to

the Shareholder before the Transmittee’s name has been entered in the register of

members.

CONSOLIDATION OF SHARES

64. Procedure for disposing of fractions of Shares

(1) This Article applies where:

(a) there has been a consolidation or division of Shares; and

(b) as a result, Shareholders are entitled to fractions of Shares.

(2) The Board may:

(a) sell the Shares representing the fractions to any person including the

Company for the best price reasonably obtainable;

(b) in the case of a Certificated Share, authorise any person to execute an

instrument of transfer of the Shares to the purchaser or a person nominated

by the purchaser; and

(c) distribute the net proceeds of sale in due proportion among the holders of

the Shares.

(3) Where any holder’s entitlement to a portion of the proceeds of sale amounts to less

than a minimum figure determined by the Board, that Shareholder’s portion may

be distributed to an organisation which is a charity for the purposes of the laws of

Abu Dhabi and/or the Abu Dhabi Global Market.

(4) The person to whom the Shares are transferred is not obliged to ensure that any

purchase money is received by the person entitled to the relevant fractions.

(5) The transferee’s title to the Shares is not affected by any irregularity in or invalidity

of the process leading to their sale.

NEW SHARE ISSUANCES

65. Pre-emption rights in the Companies Regulations

12(2) and Schedule 1 and Schedule 2), without prejudice to the provisions of these

Articles (including, prior to the Sunset Date, paragraph 3 of Schedule 1), the

provisions in the Companies Regulations shall apply in relation to the issuance and

allotment of equity securities (including an allotment by operation of sections

519(2) and 519(3) of the Companies Regulations and including the sale, re-

allotment or other disposal of Shares pursuant to Articles 56(2)(c) or 58(4)).

12(2) and Schedule 1 and Schedule 2), for the purposes of section 510 of the

Companies Regulations and, prior to the Sunset Date, paragraph 3 of Schedule 1

of these Articles, the Directors may seek from the Shareholders a specific or a

general authorisation to issue and allot equity securities (within the meaning of

Article 65(1)). Prior to the Sunset Date, equity securities may not be allotted

pursuant to an existing general authorisation from the Shareholders unless Board

Supermajority Approval is also obtained (and, for the avoidance of doubt, Board

Supermajority Approval shall not be required in circumstances where the

Shareholders have provided specific authorisation in accordance with the

foregoing). In no circumstances shall the Directors be empowered to issue and

allot any equity securities absent a valid authorisation.

DIVIDENDS AND OTHER DISTRIBUTIONS

66. Procedure for declaring dividends

(1) Subject to the Articles (and, in particular, prior to the Sunset Date, Articles 6(2)(a)

and 31(2)(b)), the Company may by ordinary resolution declare dividends, and the

Board may decide to pay interim dividends.

(2) A dividend must not be declared unless the Board has made a recommendation as

to its amount. Such a dividend must not exceed the amount recommended by the

Board.

(3) No dividend may be declared or paid unless it is in accordance with the

Shareholders’ respective rights and the provisions of these Articles.

(4) Unless the Shareholders’ resolution to declare or Board decision to pay a dividend,

or the terms on which Shares are issued, specify otherwise, it must be paid by

reference to each Shareholder’s holding of Shares on the date of the resolution or

decision to declare or pay it.

(5) If the Company’s share capital is divided into different classes, no interim dividend

may be paid on Shares carrying deferred or non-preferred rights if, at the time of

payment, any preferential dividend is in arrear.

(6) The Board may pay at intervals any dividend payable at a fixed rate if it appears to

it that the profits available for distribution justify the payment.

(7) If the Directors act in good faith, they do not incur any liability to the holders of

Shares conferring preferred rights for any loss they may suffer by the lawful

payment of an interim dividend on Shares with deferred or non-preferred rights.

67. Calculation of dividends

(1) Except as otherwise provided by the Articles or the rights attached to Shares, all

dividends must be:

(a) declared and paid according to the amounts paid up on the Shares on which

the dividend is paid; and

(b) apportioned and paid proportionately to the amounts paid up on the Shares

during any portion or portions of the period in respect of which the dividend

is paid.

(2) If any Share is issued on terms providing that it ranks for dividend as from a

particular date, that Share ranks for dividend accordingly.

(3) For the purposes of calculating dividends, no account is to be taken of any amount

which has been paid up on a Share in advance of the due date for payment of that

amount.

68. Payment of dividends and other distributions

(1) Where a dividend or other sum which is a distribution is payable in respect of a

Share, it must be paid by one or more of the following means:

(a) transfer to a bank account specified by the Distribution Recipient either in

writing or as the Board may otherwise decide;

(b) sending a cheque made payable to the Distribution Recipient by post to the

Distribution Recipient at the Distribution Recipient’s registered address (if

the Distribution Recipient is a holder of the Share), or (in any other case)

to an address specified by the Distribution Recipient either in writing or as

the Board may otherwise decide;

(c) sending a cheque made payable to such person by post to such person at

such address as the Distribution Recipient has specified either in writing or

as the Board may otherwise decide; or

(d) any other means of payment as the Board agrees with the Distribution

Recipient either in writing or by such other means as the Board decides.

(2) In the Articles, the “Distribution Recipient” means, in respect of a Share in

respect of which a dividend or other sum is payable:

(a) the holder of the Share; or

(b) if the Share has two or more joint holders, whichever of them is named first

in the register of members; or

(c) if the holder is no longer entitled to the Share by reason of death or

bankruptcy, or otherwise by operation of law, the Transmittee.

(3) No Shareholder shall have any right to demand any non-cash distribution.

69. Deductions from distributions in respect of sums owed to the Company

(1) If:

(a) a Share is subject to the Company’s Lien; and

(b) the Board is entitled to issue a Lien Enforcement Notice in respect of it,

the Board may, instead of issuing a Lien Enforcement Notice, deduct from any

dividend or other sum payable in respect of the Share any sum of money which is

payable to the Company in respect of that Share to the extent that the Board is

entitled to require payment under a Lien Enforcement Notice.

(2) Money so deducted must be used to pay any of the sums payable in respect of that

Share.

(3) The Company must notify the Distribution Recipient in writing of:

(a) the fact and amount of any such deduction;

(b) any non-payment of a dividend or other sum payable in respect of a Share

resulting from any such deduction; and

(c) how the money deducted has been applied.

70. No interest on distributions

(1) The Company may not pay interest on any dividend or other sum payable in respect

of a Share unless otherwise provided by:

(a) the terms on which the Share was issued; or

(b) the provisions of another agreement between the holder of that Share and

the Company.

71. Unclaimed distributions

(1) All dividends or other sums which are:

(a) payable in respect of Shares; and

(b) unclaimed after having been declared or become payable, may be invested

or otherwise made use of by the Board for the benefit of the Company until

claimed.

(2) The payment of any such dividend or other sum into a separate account does not

make the Company a trustee in respect of it.

(3) If:

(a) twelve (12) years have passed from the date on which a dividend or other

sum became due for payment; and

(b) the Distribution Recipient has not claimed it,

the Distribution Recipient is no longer entitled to that dividend or other sum and it

ceases to remain owing by the Company.

72. Non-cash distributions

(1) Subject to the terms of issue of the Share in question and these Articles (and in

particular, prior to the Sunset Date, Articles 6(2)(a) and 31(2)(b)), the Company

may, by ordinary resolution on the recommendation of the Directors, decide to pay

all or part of a dividend or other distribution payable in respect of a Share by

transferring non-cash assets of equivalent value (including, without limitation,

Shares or other securities in any Company).

(2) If the Shares in respect of which such a non-cash distribution is paid are

Uncertificated, any Shares in the Company which are issued as a non-cash

distribution in respect of them must be Uncertificated.

(3) Subject to the Articles, for the purposes of paying a non-cash distribution, the

Directors may make whatever arrangements they think fit, including, where any

difficulty arises regarding the distribution:

(a) fixing the value of any assets;

(b) paying cash to any Distribution Recipient on the basis of that value in order

to adjust the rights of recipients; and

(c) vesting any assets in trustees.

73. Waiver of distributions

(1) Distribution Recipients may waive their entitlement to a dividend or other

distribution payable in respect of a Share by giving the Company notice in writing

to that effect, but if:

(a) the Share has more than one holder; or

(b) more than one person is entitled to the Share, whether by reason of the

death or bankruptcy of one or more joint holders, or otherwise,

the notice is not effective unless it is expressed to be given, and signed, by all the

holders or persons otherwise entitled to the Share.

CAPITALISATION OF PROFITS

74. Authority to capitalise and appropriation of Capitalised Sums

(1) Subject to the Articles, the Board may, if it is so authorised by an ordinary

resolution:

(a) decide to capitalise any profits of the Company (whether or not they are

available for distribution) which are not required for paying a preferential

dividend, or any sum standing to the credit of any of the Company’s

reserves or funds, including but not limited to, the merger reserve,

revaluation reserve or the Company’s capital redemption reserve; and

(b) appropriate any sum which they so decide to capitalise (a “Capitalised

Sum”) to the persons who would have been entitled to it if it were

distributed by way of dividend (the “Persons Entitled”) and in the same

proportions.

(2) Capitalised Sums must be applied:

(a) on behalf of the Persons Entitled; and

(b) in the same proportions as a dividend would have been distributed to them.

(3) Any Capitalised Sum may be applied in paying up new Shares of an issue price

equal to the Capitalised Sum which are then allotted credited as fully paid to the

Persons Entitled or as they may direct.

(4) A Capitalised Sum which was appropriated from profits available for distribution

may be applied in paying up new debentures of the Company which are then

allotted credited as fully paid to the Persons Entitled or as they may direct.

(5) Subject to the Articles the Board may:

(a) apply Capitalised Sums in accordance with Article 74(3) and 74(4) partly

in one way and partly in another;

(b) make such arrangements as it may decide to deal with Shares or debentures

becoming distributable in fractions under this Article (including the issuing

of fractional Certificates or the making of cash payments); and

(c) authorise any person to enter into an agreement with the Company on

behalf of all the Persons Entitled which is binding on them in respect of the

allotment of Shares and debentures to them under this Article.

PART 5 ADMINISTRATIVE ARRANGEMENTS

75. Means of communication to be used

(1) Subject to the Articles, anything sent or supplied by or to the Company under the

Articles may be sent or supplied in any way in which the Companies Regulations

provides for documents or information which are authorised or required by any

provision of the Companies Regulations to be sent or supplied by or to the

Company. In particular, but without limitation, the Company may send or supply

documents or information to Shareholders:

(a) in electronic form, subject to compliance with part 3 of schedule 5 of the

Companies Regulations; and/or

(b) by making them available on a website, subject to compliance with part 4

of schedule 5 of the Companies Regulations (and for the purposes of

paragraph 10 thereof, this Article 75(1)(b) constitutes a provision that the

Company may send or supply documents or information to members by

making them available on a website).

(2) Subject to the Articles, any notice or document to be sent or supplied to a Director

in connection with the taking of decisions by the Board may also be sent or supplied

by the means by which that Director has asked to be sent or supplied with such

notices or documents for the time being.

(3) A Director may agree with the Company that notices or documents sent to that

Director in a particular way are to be deemed to have been received within a

specified time of their being sent, and for the specified time to be less than forty-

eight (48) hours.

76. Failure to notify contact details

(1) If:

(a) the Company sends two consecutive documents to a Shareholder over a

period of at least twelve (12) months; and

(b) each of those documents is returned undelivered, or the Company receives

notification that it has not been delivered,

that Shareholder ceases to be entitled to receive notices from the Company.

(2) A Shareholder who has ceased to be entitled to receive notices from the Company

becomes entitled to receive such notices again by sending the Company:

(a) a new address to be recorded in the register of members; or

(b) if the Shareholder has agreed that the Company should use a means of

communication other than sending things to such an address, the

information that the Company needs to use that means of communication

effectively.

77. Company seals

(1) Any common seal may only be used by the authority of the Board.

(2) The Board may decide by what means and in what form any common seal is to be

(3) Unless otherwise decided by the Board, if the Company has a common seal and it

is affixed to a document, the document must also be signed by at least one

authorised person in the presence of a witness who attests the signature.

(4) For the purposes of this Article, an authorised person is:

(a) any Director of the Company;

(b) the Board Secretary; or

(c) any person authorised by the Board for the purpose of signing documents

to which the common seal is applied.

(5) If the Company has an official seal for use abroad, it may only be affixed to a

document if its use on that document, or documents of a class to which it belongs,

has been authorised by a decision of the Directors.

78. Destruction of documents

(1) The Company is entitled to destroy:

(a) all instruments of transfer of Shares which have been registered, and all

other documents on the basis of which any entries are made in the register

of members, from six (6) years after the date of registration;

(b) all dividend mandates, variations or cancellations of dividend mandates,

and notifications of change of address, from two (2) years after they have

been recorded;

(c) all Share Certificates which have been cancelled from one (1) year after the

date of the cancellation;

(d) all paid dividend warrants and cheques from one (1) year after the date of

actual payment; and

(e) all Proxy Notices from one (1) year after the end of the meeting to which

the Proxy Notice relates.

(2) If the Company destroys a document in good faith, in accordance with the Articles,

and without notice of any claim to which that document may be relevant, it is

conclusively presumed in favour of the Company that:

(a) entries in the register purporting to have been made on the basis of an

instrument of transfer or other document so destroyed were duly and

properly made;

(b) any instrument of transfer so destroyed was a valid and effective instrument

duly and properly registered;

(c) any Share Certificate so destroyed was a valid and effective Certificate duly

and properly cancelled; and

(d) any other document so destroyed was a valid and effective document in

accordance with its recorded particulars in the books or records of the

Company.

(3) This Article does not impose on the Company any liability which it would not

otherwise have if it destroys any document before the time at which this Article

permits it to do so.

(4) In this Article, references to the destruction of any document include a reference to

it being disposed of in any manner.

79. No right to inspect accounts and other records

(1) Except as provided by law or authorised by the Board or an ordinary resolution of

the Company, no person is entitled to inspect any of the Company’s accounting or

other records or documents merely by virtue of being a Shareholder.

80. Provision for employees on cessation of business

(1) The Board may decide to make provision for the benefit of persons employed or

formerly employed by the Company or any of its subsidiaries (other than a Director

or former Director or shadow Director) in connection with the cessation or transfer

to any person of the whole or part of the undertaking of the Company or that

subsidiary.

81. Notification to Company by certain shareholders

(1) Prior to the Sunset Date, and for the purposes of enabling the Company to monitor

whether or not the Sunset Date has occurred, any Relevant Sponsor or Relevant

Sponsor Affiliate that:

(a) becomes a Shareholder of the Company;

(b) ceases to be a Shareholder of the Company;

(c) becomes a Major Shareholder, or acquires a number of Shares that, aggregated

with the Shares held by its Affiliates, represents twenty five per cent (25%)

or more of the entire issued share capital of the Company (it being specified

that any notification pursuant to this Article 81(1)(c) shall only be required

upon crossing such twenty five per cent (25%) threshold);

(d) ceases to be a Major Shareholder, or ceases (together with its Affiliates) to hold

Shares representing twenty five per cent (25%) or more of the entire issued

share capital of the Company;

(e) is a Shareholder of the Company at the time it becomes a Relevant Sponsor

or Relevant Sponsor Affiliate; or

(f) is a Shareholder of the Company at the time it ceases to be a Relevant

Sponsor or Relevant Sponsor Affiliate,

shall promptly, and in any event within twenty (20) Business Days of the

occurrence of the relevant event referred to in this Article 81(1), notify the

Company (by written notice addressed to the Board) of the occurrence of such

event including the information set forth in Article 81(2). For these purposes, a

notification may be made by another person (whether or not themselves a Shareholder)

on behalf of such Relevant Sponsor or Relevant Sponsor Affiliate.

(2) The notification sent pursuant to Article 81(1) shall include:

(a) the full name and address of the person in question and the date of occurrence

of the relevant event referred to in Article 81(1);

(b) the number of Shares in the Company held by the person in question at the

date specified in Article 81(2)(a);

(c) the full name and address of the Ultimate Controlling Person (if any) of the

person in question;

(d) an address (and an e-mail address) to which notices pursuant to Article 81(3)

may be sent; and

(e) in circumstances where either Article 81(1)(c) or (d) applies, the identity of

each such Affiliate whose shareholding is aggregated with that of the relevant

person making the notification (or on whose behalf the notification is being

made) and, to the extent known by the notifying person, the information set

forth in Articles 81(2)(a)-(d) with respect to each such Affiliate.

(3) Prior to the Sunset Date, and for the purposes of enabling the Company to monitor

whether or not the Sunset Date has occurred, any person referred to in the preceding

provisions of this Article 81 that, at the relevant date, is a Shareholder, shall, upon

the Company’s request made by notice to that person to the address (and e-mail

address) given by (or on behalf of) such person pursuant to Article 81(1), notify the

Company (by written notice addressed to the Board) of the number of Shares in the

Company held by such person as of a date specified by the Company in its notice. Any

such notification by the person in question shall be made within twenty (20) Business

Days of receipt of the Company’s request (and, for these purposes, a notification may

be made by another person (whether or not themselves a Shareholder) on behalf of such

person).

(4) In circumstances where:

(a) the Board has reasonable grounds to believe that the Sunset Date may have

occurred (which may, depending on the circumstances and without

limitation, include where the share ownership information available to the

Company (including, to the extent the Company has the right to access the

same, the information held by the Abu Dhabi Securities Exchange), when

considered in conjunction with previous notifications given to the

Company regarding the holdings of Shares (whether pursuant to Article

81(1), Article 81(3) or otherwise), indicates that the Sunset Date may have

occurred); and

(b) a person has not, pursuant to Article 2(2)(a) or otherwise, notified the

Company in writing that the Sunset Date has actually occurred within a

period of ten (10) Business Days following the date which the Board has

reasonable grounds to believe was the Sunset Date,

then the Company shall give written notice to all Shareholders (in both the English

and Arabic languages) that it has reasonable grounds to believe that the Sunset Date

has occurred and that it is seeking to establish whether or not such date has actually

occurred in fact (a “Sunset Determination Notice”). Such Sunset Determination

Notice shall invite any Shareholders that are a Relevant Sponsor or a Relevant

Sponsor Affiliate to provide the Company (by written notice addressed to the

Board within a period of twenty (20) Business Days following delivery of such

Sunset Determination Notice) with the information referred to in Article 81(2)

(such information to be given as of a date specified in the Sunset Determination

Notice) and shall state that the consequences of a failure to respond shall be as set

out in the remainder of this Article 81(4). Upon expiry of such twenty (20)

Business Day period, in considering whether or not the Sunset Date has occurred,

the Company shall not be required to take into account any Shares owned by a

Shareholder in circumstances where all of the following conditions are satisfied in

relation to that Shareholder:

(i) such Shareholder has not responded to the Sunset Determination Notice

(and no other Shareholder has responded to the Sunset Determination

Notice indicating that it is an Affiliate of the first Shareholder);

(ii) such Shareholder has not previously notified the Company (whether

pursuant to Article 81(1), Article 81(3) or otherwise) that it is a Relevant

Sponsor or a Relevant Sponsor Affiliate for the purposes of these Articles;

(iii) either: (A) no other Shareholder (or former Shareholder) has previously

notified the Company (whether pursuant to Article 81(1), Article 81(3) or

otherwise) that it is a Relevant Sponsor or Relevant Sponsor Affiliate for

the purposes of these Articles and identifying itself as an Affiliate of the

Shareholder in question; or (B) another Shareholder (or former

Shareholder) has notified the Company (whether pursuant to Article 81(1),

Article 81(3) or otherwise) that it is a Relevant Sponsor or Relevant

Sponsor Affiliate for the purposes of these Articles and identifying itself as

an Affiliate of the Shareholder in question, but the Shareholder in question

is not (at the relevant time) a Relevant Sponsor or Relevant Sponsor

Affiliate,

and for these purposes, references to a notification by a person include a notification

made by another person (whether or not themselves a Shareholder) on behalf of such

person.

(5) Notwithstanding Article 2(1)(a), the Company may, by a vote of a simple majority

of the Directors whose Primary Shareholder is not a Relevant Sponsor or an

Affiliate of a Relevant Sponsor, postpone the Sunset Date pending completion of

the process set forth in Article 81(4).

(6) Without prejudice to Article 81(4), any failure by a Shareholder to comply with

this Article 81 shall not:

(a) invalidate or otherwise affect any transaction; nor

(b) result in any liability on the part of that Shareholder.

DIRECTORS’ INDEMNITY AND INSURANCE

82. Indemnity

(1) Subject to Article 82(2), a relevant Director, officer, senior manager or alternate

Director of the Company or an Associated Company may be indemnified out of

the Company’s assets against:

(a) any liability incurred by that person in connection with any negligence,

default, breach of duty or breach of trust by him or her or any other liability

incurred by him or her in the execution of his or her duties, the exercise of

his or her powers or otherwise in connection with his or her duties, powers

or offices;

(b) any liability incurred by that person in connection with the activities of the

Company or an Associated Company in its capacity as a trustee of an

occupational pension scheme (as defined in section 222(6) of the

Companies Regulations); or

(c) any other liability incurred by that person as an officer of the Company or

an Associated Company.

(2) This Article does not authorise any indemnity which would be prohibited or

rendered void by any provision of the Companies Regulations or by any other

provision of Applicable Law, and Article 82(1) shall be construed accordingly.

(3) In this Article:

(a) references to an “Associated Company” mean a member of the Group

from time to time other than the Company; and

(b) a “relevant Director, officer, senior manager or alternate Director”

means any Director, officer, senior manager or alternate Director or any

former Director, officer, senior manager or alternate Director of the

Company or an Associated Company.

83. Insurance

(1) The Board may decide to purchase and maintain insurance, at the expense of the

Company, for the benefit of any relevant Director, officer, senior manager or

alternate Director in respect of any relevant loss.

(2) In this Article:

(a) “Associated Company” has the same meaning as given in Article 82(3)(a);

(b) a “relevant Director, officer, senior manager or alternate Director” has

the same meaning as given in Article 82(3)(b); and

(c) a “relevant loss” means any loss or liability which has been or may be

incurred by a relevant Director, officer, senior manager or alternate

Director in connection with that person’s duties or powers in relation to the

Company, any Associated Company or any pension fund or employees’

share scheme of the Company or Associated Company.

SCHEDULE 1

MATTERS REQUIRING A SHAREHOLDER SUPERMAJORITY RESOLUTION

1. Approving any:

(a) distribution of dividends by the Company; or

(b) return of surplus capital by the Company to its shareholders.

2. Amendments to the articles of association of the Company.

3. Reduction of, or increase in, the share capital of the Company.

4. Liquidation or winding up of the Company, or its merger into (or consolidation or

amalgamation with) any other person.

5. The disapplication of the relevant provision of the Articles which would otherwise prohibit

a Director from participating in, or voting at, a Board meeting, as set out in Article 18(4)(b).

6. Any other matter referred to in these Articles as requiring a Shareholder Supermajority

Resolution.

SCHEDULE 2

MATTERS REQUIRING BOARD SUPERMAJORITY APPROVAL

1. Amending the Dividend Policy (or adopting a new Dividend Policy), except as required by

Applicable Law.

2. Amending the Group Management & Governance Policy (or adopting a new Group

Management & Governance Policy), except to the extent required by Applicable Law.

3. Approving:

(a) the Group Strategy and any update thereto;

(b) the Group’s business plan and the annual update thereof, as referred to in Article

5(2)(a); or

(c) any amendment to the then-applicable business plan of the Group in excess of five

per cent (5%) of the aggregate capital costs or operating expenses for any Financial

4. Approving any:

(a) new annual budget for the Group, as referred to in Article 5(2)(b); or

(b) amendment to the then-applicable annual budget of the Group in excess of five per

cent (5%) of the aggregate capital costs or operating expenses for any Financial

5. Approval of the annual financial statements of each member of the Group (including any

consolidated financial statements, but excluding the individual standalone financial

statements of PTE and its subsidiaries).

6. Approving any changes to accounting standards used by any member of the Group (except

as required by Applicable Law).

7. Appointment of external auditors of any member of the Group.

8. Approving, prior to implementation, recommendations made by the Audit Committee

(other than to the extent the implementation of such matters is required in order to comply

with Applicable Law).

9. Any issue or allotment of equity securities, or any sale, re-allotment or other disposal of

Shares pursuant to Articles 56(2)(c) or 58(4)), in circumstances where:

(a) the Shareholders have passed an appropriate Shareholder Supermajority

Resolution pursuant to paragraph 3 of Schedule 1 granting general authority (rather

than a specific authority on defined terms for a specific transaction) to the Directors

to do the same; and

(b) such authority from the Shareholders remains in force and capable of exercise in

accordance with its terms.

10. Amendments to the constitutional documents of any member of the Group (other than the

Company).

11. Entry by any member of the Group into joint ventures or partnerships with any third party

(meaning any person other than a Shareholder, a member of the Group or any of their

respective Affiliates) in respect of any petrochemical project.

12. Delegation of any powers of the Board to the Chief Executive Officer of the Company or

to the Chief Marketing Officer of the Company.

13. Approval, amendment or termination of the compensation policy applicable to the

Executive Management Team (including in circumstances where such compensation

policy has already been endorsed by the Nomination & Remuneration Committee).

14. In relation to Board Committees:

(a) any change to the Terms of Reference of any Board Committee (including any

change to the delegation of any powers of the Board to a Board Committee);

(b) appointment or dismissals of members of any Board Committee, in each case other

than to the extent such appointments or dismissals are effected in accordance with

Article 9(3) (and, where applicable, the relevant Terms of Reference);

(c) the dissolution of any Board Committee; or

(d) the creation of any new Board Committee.

15. Suspension of operations at any petrochemical plant operated by any member of the Group

(the “Plant”) and suspension of any construction or development contract materially

affecting a Plant, in each case to the extent that such suspension of operations is planned

(and excluding, for the avoidance of doubt, any unplanned suspension or shutdown).

16. Approval, amendment or termination of any contract to which any member of the Group

is (or is to be) a party, where the value of such contract exceeds US$ fifty million (US$

50,000,000).

17. Approving the entry into of mortgages or encumbrances over the assets of the Group

totalling US$ fifty million (US$ 50,000,000) or more in any one (1) Financial Year (and,

for the avoidance of doubt, such amount shall disregard any mortgages or encumbrances

entered into in any previous Financial Year).

18. Disposal of property or assets (but excluding Products) with an estimated cumulative net

book value in any Financial Year in excess of US$ fifty million (US$ 50,000,000).

19. Acquisition of property or assets (but excluding Products) with an estimated cumulative

net book value in any Financial Year in excess of US$ fifty million (US$ 50,000,000).

20. Designation of any additional products as “Products” for the purposes of these Articles or

the GMGP.

21. Approving projects for expansion and debottlenecking (where ‘debottlenecking’ refers to

the increase in capacity of then-existing production facilities) of the Plant exceeding

cumulatively in any one (1) Financial Year US$ fifty million (US$ 50,000,000) in

estimated costs.

22. Approving any capital expenditure by PTE:

(a) in respect of the engineering, procurement and construction of the compounding

facility or facilities and associated facilities established or to be established by PTE or

an Affiliate of PTE, with a value in excess of US$ thirty million (US$ 30,000,000);

(b) in all other cases, with a value in excess of US$ fifty million (US$ 50,000,000).

23. Approving the entry into of any third party (being a person other than a Shareholder, a member

of the Group or any of their respective Affiliates) financing by any member of the Group

(including, but not limited to, loans, credit facilities, debt capital markets transactions, private

placements of debt instruments, documentary credit facilities, securitization, factoring,

financial leases) or other transactions having the nature of raising funds/debt exceeding US$

fifty million (US$ 50,000,000).

24. Any settlement of any material litigation or arbitral proceedings of any member of the

Group where the amount of the settlement exceeds US$ fifty million (US$ 50,000,000).

25. Appointment of a Replacement Director in the circumstances set out in Article 21(6)(a)(ii).

26. Any determination that the Directors shall be accountable to the Company for any

remuneration which they receive as Directors or other officers or employees of the

Company’s subsidiaries or of any other body corporate in which the Company is interested.

27. In relation to any member of the Group other than the Company, any matter referred to in

any of paragraphs 1, 3 and 4 of Schedule 1 (as if references in those paragraphs to “the

Company” were to “any member of the Group other than the Company”).

28. Any other matter referred to in these Articles as requiring Board Supermajority Approval.

Annex 3 – Receiving Banks’ Branches

S.No Branch name

Branch Location-Area Customer Timing IPO Subscription Timings Branch Address

1 Business Park, Abu

Dhabi Abu Dhabi

08: am to 02:00 pm (Monday-

Thursday); 8 am to 1 pm - Mon - Thurs.

Khalifa Park Al Qurm, PO BOX:6316

08:00 am to 12:30 pm (Friday)

08: am to 02:00 pm (Saturday)

08: am to 01:00 pm (Saturda)

2 FAB One Tower,

Abu Dhabi Abu Dhabi

Thursday); 8 am to 1 pm - Mon - Thurs. Intersection of

Shaikh Khalifa street and Baniyas

street,PO BOX:2993

3 Al Ain New Al Ain - Abu Dhabi

Al Ain New PO BOX: 17822

4 Bur Dubai Dubai

Thursday); 8 am to 1 pm - Mon - Thurs. Abdulla Al

Rostamani Building, Khalid Bin Walid Road, Bur Dubai; PO BOX:115689

5 Sheikh

Zayed Rd. Dubai

ALQUZE NEXT TO GOLDEN

DAIMOND ;PO BOX:52053

6 Jumeirah Branch

Link International Building, Jumeirah Beach Road Umm

suqeim

7 Deira

Branch (ABS)

Abu Baker Al Siddique Rd, Deira

8 Jabal Ali Branch

Near Gate No.5, Adjacent to Dubai Chamber Office

(LNBAD) Ras Al Khaimah

Thursday); 8 am to 1 pm - Mon - Thurs. FAB RAK (LNBAD)

, Corniche Al Qawasim Road ,

Near to NMC Royal Medical Center , RAK

10 Fujairah Dubai 08: am to 02:00 pm (Monday-

Opposite to Plaza Theatre Hamdan

Bin Abdulla street;PO BOX:79

11 Sharjah Sharjah

Thursday); 8 am to 1 pm - Mon - Thurs. Al Reem Plaza,

Ground floor Buheira Corniche,

Sharjah;PO BOX:1109

12 Umm Al Quwain

Umm Al Quwain

Thursday); 8 am to 1 pm - Mon - Thurs. Building No 211,

King Faisal Road Al Maidan Area,

Umm Al Quwain;Po BOX:733

13 Ajman Ajman

Lulu Center, Al Ittihad street,

Downtown, Ajman 08:00 am to 12:30

pm (Friday) 08:00 am to 12:00 pm

(Friday)

14 Khubeirah Abu Dhabi

Near Spinneys Khalidya Street

Abu Dhabi 08:00 am to 12:30

(Friday)

15 Oud Al Touba

Al Ain - Abu Dhabi

Thursday); 8 am to 1 pm - Mon - Thurs. Oud Al Touba

Area, National housing loans

bulding, Ali Bin Abi Talieb street, Al

16 Ruwais Ruwais - Abu Dhabi

Central Market, ADNOC Housung complex, Ruwaise

17 Al Batin Abu Dhabi

Thursday); 8 am to 1 pm - Mon - Thurs. Street No. 9 Next

to Bateen Bus Terminal and Al Bateen Mall;PO

BOX:7644

Sheikh Rashid Road

Branch

Abu Dhabi

Airport Street – Ramy Hotel

Building – Abu Dhabi

19 Salam Street

Abu Dhabi

Salam Street, Abu Dhabi

20 ADNOC

HO Abu Dhabi

Thursday); 8 am to 1 pm - Mon - Thurs. ADNOC HQ -

ABUDHABI Corniche Street 08:00 am to 12:30

(Friday)

ZADCO - Khalifa Energy

Complex

Abu Dhabi

ZADCO CASH OFFICE -

Corniche Street -Abu Dhabi

Abu Dhabi Islamic Bank PJSC

# Branch name

Branch Type

Branch Location-

Customer Timing

(Monday -Saturday )

Customer Timing

(Friday )

IPO Subscription Timings (Monday - Saturday )

IPO Subscription

Timings (Friday )

Branch Address

1 Al Bateen Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Abu Dhabi - Al Bateen king Abdulla bin AbdulAziz Al Sauod Street - near UAE Central Bank

2 Najda Street Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Next to Al Mariah Mall (on the intersection of Al Najda street and Hamdan Street).

3 Abu Dhabi Police GHQ Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Abu Dhabi police general head quarter- Al Saada Street, opposite Sheikh Khalifah University

4 Sheikh Zayed Main Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Sheikh Rashid Bin Saeed St(Old Airport Road) opposite to Hilton Capital Grand Hotel

5 Abu Dhabi Judiciary Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Khaleej Al Arabi Street –Judicial Department Building –Ground Floor Office (GR-A-051)

Sheikh Khalifa Energy Complex Branch

Normal Branch

Abu Dhabi

8:00 AM to 3:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Sheikh Khalifa Eneregy complex - Corniche Street

7 Marina Mall Branch

Mall Branch

Abu Dhabi

10:00 AM to 10:00 Pm

04:00 PM to 10:00 PM

10:00 AM to 2:00 PM 04:00 PM to 09:00 PM

04:00 PM to 09:00 PM

Corniche Street - Marina Mall - First floor, next to Yas Perfumes

8 Nation Towers Branch

Mall Branch

Abu Dhabi

10:00 AM to 10:00 pm

04:00 PM to 10:00 PM

10:00 AM to 2:00 PM 04:00 PM to 09:00 PM

04:00 PM to 09:00 PM

Nation Towers Galleria – Corniche Road, First Floor

9 Baniyas Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Mafraq –Dubai Road opposite Al Mafraq Hospital - Baniyas

10 Mussafah Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Industrial Area- M9

11 Khalifa A City Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Khalifa A city, street # 16/21 south west.

12 Shahama Branch

Normal Branch

Abu Dhabi

8:00 AM to 2:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Old Shahama area near Police Station

13 Al Silaa Branch

Normal Branch

Abu Dhabi West (Gharbiya)

08:00 am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Sila’a Area, opposite Al Areej School

14 Madinat Zayed Branch

Normal Branch

08:00 am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Madinat Zayed City - Western Region

15 Ghayathi Branch

Normal Branch

08:00 am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Ghayathi Area- Western Region

16 Al Marfaa Branch

Normal Branch

08:00 am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Marfaa Area - Western Region

17 Ruwais Mall Branch

Mall Branch

10:00 am to 10:00 pm

04:00 PM to 10:00 PM

10:00 AM to 2:00 PM 04:00 PM to 09:00 PM

04:00 PM to 09:00 PM

First Floor of Ruwais Mall , Ruwais Area

18 Bawadi Mall Branch

Mall Branch

Al Ain

10:00 am to 3:30 pm 04:00 pm to 09:00 pm

04:00 PM to 10:00 PM

10:00 am to 2:00 PM 04:00 pm to 09:00 PM

04:00 PM to 09:00 PM

Al Ain City - Al Bawadi Mall, Ground Floor, Mizyad Area

19 Al Ain Branch

Normal Branch

Al Ain 08:00 am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Ain City - Central District - Shaikh Zayed Bin Sultan Street - Near Clock Tower

20 Al Yahar Branch

Normal Branch

Al Ain 08:00 am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Ain City - Al Yahar Main Street

21 Al Qusais Branch

Normal Branch

Dubai 08: 00am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Qusais Area -Al

Wasl Building

22 Second of December Branch

Normal Branch

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Jumeirah beach street, Dubai

Sheikh Zayed Road Branch

Normal Branch

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Emarat Atrium Building, Sheikh Zayed Road

Dubai Internet City - Arenco Branch

Normal Branch

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Arenco Tower, Dubai Internet City

25 Fujairah Branch

Normal Branch

East Coast

08: 00am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Shaikh Hamad Bin Abdulla Street

26 Ras Al Khaimah Branch

Normal Branch

East Coast

08: 00am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Opposite Al Manar Mall, Al Muntasir Road

27 Dibba Branch

Normal Branch

East Coast

08: 00am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Sheikh Zayed Street, Opposite Dibba Police Station - Fujairah

28 Kalba Branch

Normal Branch

East Coast

08: 00am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Wahda Street - Khamis Khalfan Al Zahmi Building - Block No:19

29 Al Dhaid Branch

Normal Branch

East Coast

08: 00am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Dhaid Expo Center

30 Khorfakkan Branch

Normal Branch

East Coast

08: 00am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Corniche Road, Banks Area

31 Umm Al Quwain Branch

Normal Branch

Sharjah North East Area

08: am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

King Faisal Street opposite Umm Al Quwain Mall

32 Sharjah Main Branch

Normal Branch

08: am to 02:00 pm

8:00 AM to 12:00 PM

9:00 AM to 1:00 PM

08:00 AM to 11:00 AM

Al Mussala Area opposite Etisalat building

33 Al Rahmania Mall Branch

Mall Branch

10:00 am to 10:00 pm

04:00 PM to 10:00 PM

10:00 AM to 2:00 PM 04:00 PM to 09:00 PM

04:00 PM to 09:00 PM

Al Rahmania Mall - First Floor

34 Zawaya Walk Branch

Normal Branch

08: 00AM to 08:00 PM

08:00 AM to 12:00 PM

09:00 AM to 2:00 PM 03:00 PM to 07:00 PM

08:00 AM to 11:00 AM

Zawaya Walk Area

Abu Dhabi Commercial Bank PJSC

Branch name

Branch Location-Area

Customer Timing

IPO Subscription Timings

Branch Address

Contact Number

1 Khalidiya Tower Branch

Abu Dhabi

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00

Monday to Saturday 08:00 AM - 01:00 PM

Friday 08:00 AM - 11:00 AM

Corniche Road, Opp Emirates Palace Hotel P.O Box: 59919 Abu Dhabi

00971 2 6148200

AM - 12:00 PM

2 ADNEC Abu Dhabi

Monday to Saturday

08:00 AM – 03:00 PM

Friday 08:00 AM - 12:00

Monday to Saturday 08:00 AM – 01:00 PM

Friday 08:00 AM - 11:00 AM

AD-1 Tower, ADNEC AREA P.O.Box: 939 Abu Dhabi

00971 2 6148300

3 Shahama Branch

Abu Dhabi

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Dubai Abu Dhabi Road, Near Bani Yas Coop P.O.Box: 76122

00971 2 5016200

Hazza Bin Zayed Stadium Branch

Abu Dhabi, Al Ain

Monday to Saturday

08:00 AM - 07:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Hazza Bin Zayed Stadium, Al Ain

00971 3 7028950

5 Zayed Town Branch

Abu Dhabi, Al Dhafra Region

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Zayed Town Main Street, Near Zayed Town Court P.O.Box: 50013 Zayed Town

00971 2 6148350

6 Dalma Mall Abu Dhabi

Monday to Saturday

10:00 AM - 09:00 PM

Friday 03:00 PM - 09:00

Friday 03:00 PM - 08:00 PM

Dalma Mall- 1st floor - Mussafah

00971 2 6591350

7 Al Riggah Branch

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Al Riggah Road, Near Al Riggah Metro-Station P.O.Box: 5550

00971 4 2305400

8 Business Bay Branch

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Business Bay, Al Khaleej Al Tejari, Dubai, Nearest landmark-Business bay metro station

00971 4 5180900

9 Al Zahiya City Centre Branch

Sharjah

Monday to Saturday

10:00 AM - 09:00 PM

Friday 03:00 PM - 09:00

Friday 03:00 PM - 08:00 PM

Sheikh Mohammed Bin Zayed Street, Al Zahia City Centre, Ground level, near Entrance A, P.O.Box: 23657

00971 6 5191650

10 Ajman Ajman

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Al Ittihad Street, Near Lulu centre P.O.Box: 1843

00971 6 5191633

11 Umm Al Quwain

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00

Friday 08:00 AM - 11:00 AM

Nesto Hypermarket King Faisal Street P.O.Box: 214

00971 6 5193440

AM - 12:00 PM

Umm Al Quwain

12 Ras Al Khaimah

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Al Naeem Mall, New central business district P.O.Box: 1633

00971 7 2051700

13 Fujairah Fujairah

Monday to Saturday

08:00 AM - 03:00 PM

Friday 08:00 AM - 12:00

Friday 08:00 AM - 11:00 AM

Hamed Bin Abdulla Street, Near ADNOC P.O.Box: 770

00971 9 2048600

Al Maryah Community Bank

Branch name Branch Location-

Area Customer

Timing IPO Subscription

Timings Branch Address

1 Al Maryah Community Bank, Innovation Hub

Abu Dhabi

Mon-Sat: 8AM to 10PM

Mon-Sat: 8AM to 2PM

Al Maryah Community Bank, Innovation Hub,

454 Shakbout Bin Sultan Street, Abu

Dhabi, UAE

2 Al Maryah Community

Bank, Mall of the Emirates

Mon-Sat: 10AM to 10PM

Al Maryah Community Bank, Level 1, Ski Dubai Entrance, Mall of

the Emirates, Dubai, UAE

Annex 4 – Details of the Company’s investments in the subsidiaries and other investments as of

Listing

Name Place of Incorporation

Legal Ownership/ Beneficial Holding

Issued Share Capital

1. ADP UAE 100%

360,000,000 USD

2. PTE Singapore 84.75% 4,661,017 SGD

Borouge India (Pvt) Ltd

India 99.95%* 20,482,680 INR

0.05%**

4. Borouge Compounding Holding Pte Ltd

Singapore 100%* 65,570,000 USD

Borouge Compounding (Shanghai) Co. Ltd

China 100%** 61,070,000 USD

Borouge Sales and Marketing (Shanghai) Co. Ltd

China 100%* 10,600,000 USD

Borouge Egypt LLC

Egypt 99%* 200,000 EGP

*Denotes direct ownership by PTE ** Denotes direct ownership by Borouge Compounding Holding Pte Ltd

Annex 5 – Group Structure Chart

Ownership structure as of the date of the Prospectus

Envisaged ownership structure of the Company at Listing

Borouge ADX Prospectus EN

Documents

Transcript of Borouge ADX Prospectus EN

ADX-IssueNo.6-25-12-2021.pdf - Adexpress

Prospectus - UVAS

ADX-IssueNo.6-14-08-2021.pdf - Adexpress

Networxx Prospectus - Shiksha.com

UNDERGRADUATE PROSPECTUS

Prospectus Dated - NSE

prospectus - CSE-India

ONLINE PROSPECTUS

Admission Prospectus - IICD

Prospectus - HITEC-IMS

UNDERGRADUATE PROSPECTUS - IOM

PROSPECTUS - Eduvark

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Prospectus - Vroom, Inc.

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MIR Prospectus

Prospectus 2016-17

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