ADNOC Logistics & Services plc — Interim / Quarterly Report 2024

Nov 12, 2024

ADNOC Classification: Public

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Nine Months 2024 Earnings

Management Discussion & Analysis Report 13 November 2024

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ADNOC Classification: Public

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ADNOC Logistics & Services

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL PERFORMANCE AND RESULTS OF OPERATIONS

Table of Contents Financial Highlights……………………………………………………………………………………….…3 Segmental Results……………………………………………………………………………………….….5 Free Cash Flow………...……………………………………………………………………………………12 Outlook……………………………………………………………………………………………………....13 Dividend…………………………………………………………………………………………………… 15 Earnings Conference Call Details…………………………………………………………………………16

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ADNOC Classification: Public

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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL PERFORMANCE AND RESULTS OF OPERATIONS

Financial Highlights

ADNOC Logistics & Services plc (“ADNOC L&S” or the “Company”) reported its nine months financial results for the year-to-date September 30, 2024, once again demonstrating robust growth in revenue and profitability. This continuing strong financial performance is attributed to the ongoing valueaccretive delivery of the Company’s transformational growth strategy; a rise in underlying demand; and enhanced operational efficiencies.

Once again, each business segment has delivered robust financial performance in the first nine months of 2024.

Integrated Logistics benefited from higher transported volumes and an enhanced contribution from Jack Up Barges (JUBs) driven by an expanded fleet, increased rates, and improved utilization. Additionally, the continued delivery of Integrated Logistics project activities (G-Island and Hail & Ghasha) and the growth of the owned fleet all contributed to profitable growth in the period.

Shipping benefited from robust charter rates year to date for Tankers and Dry Bulk, along with additional earnings from the four new Very Large Crude Carriers (VLCCs) delivered in 2023.

Services results grew driven by higher volumes in petroleum ports and onshore terminal operations.

The company recorded outstanding revenue growth for the period increasing 38% to $2,668 million. EBITDA soared 37% year-on-year to $867 million with EBITDA margin 32%. Net profit increased 27% against 9M 2023 to $576 million.

USD Million	9M 24	9M 23	YoY %	Q3 24	Q2 24	QoQ %	Q3 23	YoY %
Revenue 2,668		1,927 38% 928 899 3%					702 32%
Direct Costs (1,946)		(1,382) 41% (705) (641) 10%					(516) 37%
EBITDA(1) 867		635 37% 275 306 (10%)					218 26%
Margin 32%		33% (1%) 30% 34% (4%)					31% (1%)
Net Profit 576		455 27% 175 208 (16%)					148 18%
EPS ($ /share) 0.08		0.06 27% 0.02 0.03 (16%)					0.02 18%
EPS (AED /share) 0.29		0.23 27% 0.09 0.10 (16%)					0.07 18%
Capital expenditures (361)		(504) (28%) (136) (100) 35%					(282) (52%)
Free Cash Flow(2) 347		140 148% 39 150 (74%)					58 (33%)
USD Million	9M 24	9M 23	YoY %	Q3 24	Q2 24	QoQ %	Q3 23	YoY %
Total Equity 4,851		4,307 13% 4,851 4,677 4%					4,307 13%
Net Debt(3) 213		(102) 309% 213 (55) 489%					(102) 309%
Net Debt / EBITDA 0.18x		(0.12)x 0.19x (0.04)x -					(0.12)x -

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ADNOC Classification: Public

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(1) EBITDA is calculated as profit before income tax, finance costs, finance income, depreciation and amortization

(2) Free Cash Flow is calculated as EBITDA less working capital adjustments less income tax expense less capital expenditure

(3) Net Debt and Cash is calculated as debt and debt-like items consisting of shareholder loan and current and non-current lease liabilities less cash and cash equivalents

9M 2024 financial highlights:

Revenue for 9M 2024 was $2,668 million, up $741 million, (38%) against $1,927 million in 9M 2023.

EBITDA for 9M 2024 was $867 million, up $232 million, (37%) against $635 million in 9M 2023. Net Profit for 9M 2024 was $576 million, up $121 million, (27%) against $455 million in 9M 2023.

Total Shareholder Returns since IPO were 173% as at 30 September 2024.

Q3 2024 financial highlights:

Revenue for Q3 2024 was $928 million, up $226 million (32%) against $702 million in Q3 2023; and an increase of $29 million, (3%) against $899 million for Q2 2024.

EBITDA for Q3 2024 was $275 million, up $58 million (26%) against $218 million in Q3 2023; and a decrease of $30 million, (-10%) against $306 million for Q2 2024.

Net Profit for Q3 2024 was $175 million, up $27 million (18%) against $148 million in Q3 2023; and a decrease of $33 million, (-16%) against $208 million for Q2 2024.

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ADNOC Classification: Public

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Segmental Results

INTEGRATED LOGISTICS

USD Million	9M 24	9M 23	YoY %	Q3 24	Q2 24	QoQ %	Q3 23	YoY %
Revenue 1,671 1,110 51% 609 550 11% 429 42%
Offshore Contracting 830 700 19% 287 280 2% 258 11%
Offshore Services 410 359 14% 143 142 0% 126 13%
Offshore Projects 431 51 745% 179 127 41% 45 296%
Direct Costs (1,253) (785) 60% (472) (403) 17% (306) 54%
Offshore Contracting (518) (422) 23% (187) (171) 9% (157) 19%
Offshore Services (333) (315) 6% (116) (113) 3% (109) 7%
Offshore Projects (402) (48) 738% (169) (119) 42% (40) 319%
EBITDA(1) 505 367 38% 175 172 2% 138 26%
Offshore Contracting 371 306 21% 128 124 3% 111 15%
Offshore Services 100 58 72% 35 37 -7% 23 50%
Offshore Projects 34 3 1234% 12 10 19% 5 157%
Margin 30% 33% -3% 29% 31% -3% 32% -4%
Offshore Contracting 45% 44% 1% 44% 44% 0% 43% 2%
Offshore Services 24% 16% 8% 24% 26% -2% 18% 6%
Offshore Projects 8% 5% 3% 7% 8% -1% 11% -4%
Net Profit 333 261 28% 115 114 1% 98 18%
Offshore Contracting 248 234 6% 86 83 4% 82 4%
Offshore Services 59 25 141% 20 23 -15% 11 84%
Offshore Projects 26 2 974% 9 8 21% 5 101%

(1) EBITDA is calculated as profit before income tax, finance costs, finance income, depreciation and amortization

Offshore Contracting

Year-on-Year Performance

Revenue from Offshore Contracting increased 11% to $287 million in Q3 2024, compared to $258 million in Q3 2023. Revenue increased 19% to $830 million for 9M 2024, from $700 million in 9M 2023.

The growth was driven by higher volumes and activity rates across business lines; increased utilization and average rates on Jack Up Barges (JUBs); along with growth investments in 2023 adding 25% to

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ADNOC Classification: Public

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the JUB fleet and accelerated Hail & Ghasha project also contributed to the substantial period-onperiod growth.

EBITDA increased 15% to $128 million in Q3 2024, compared to Q3 2023. EBITDA increased 21% to $371 million for 9M 2024, from $306 million for 9M 2023 due to same factors impacting revenue.

Quarter-on-Quarter Performance

Revenue slightly increased 2% to $287 million in Q3 2024, from $280 million in the previous quarter mainly driven by the higher volumes and accelerated Hail & Ghasha project.

EBITDA of $128 million in Q3 2024 was 3% higher than the $124 million achieved in Q2 2024 due to the same factors impacting revenue.

Offshore Services

Year-on-Year Performance

Revenue from Offshore Services increased 13% to $143 million in Q3 2024, compared to $126 million in Q3 2023. Revenue increased 14% to $410 million for 9M 2024, from $359 million in 9M 2023. The growth was mainly driven by the increased utilization and average rates as well as expansion in owned fleet.

EBITDA increased 50% to $35 million in Q3 2024, compared to Q3 2023. EBITDA increased 72% to $100 million for 9M 2024, from $58 million for 9M 2023 due to same factors impacting revenue.

Quarter-on-Quarter Performance

Revenue is flat at $143 million in Q3 2024,in line with $142 million for to the previous quarter.

EBITDA of $35 million in Q3 2024 was 7% lower than the $37 million achieved in Q2 2024 due to direct cost increased during the technical off hire associated with dry dock and planned maintenance activities, along with the deployment of six third-party vessels during Q3 2024.

Offshore Projects

Year-on-Year Performance

Revenue from Offshore Projects increased 296% to $179 million in Q3 2024, compared to $45 million in Q3 2023. Revenue increased 745% to $431 million for 9M 2024, from $51 million in 9M 2023. The

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ADNOC Classification: Public

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increase was mainly driven by Engineering, Procurement and Construction (EPC) project progress, in particular the contribution of the G-Island project (expected to be 70-75% complete by year-end).

EBITDA increased 157% to $12 million in Q3 2024, compared to Q3 2023. EBITDA increased 1234% to $34 million for 9M 2024, from $3 million for 9M 2023 due to same factors impacting revenue.

Quarter-on-Quarter Performance

Revenue increased 41% to $179 million in Q3 2024, from $127 million in the previous quarter.

EBITDA of $12 million in Q3 2024 was 19% higher than the $10 million achieved in Q2 2024 due to the same factors impacting revenue.

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ADNOC Classification: Public

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SHIPPING

USD Million	9M 24	9M 23	YoY %	Q3 24	Q2 24	QoQ %	Q3 23	YoY %
Revenue 745 608 23% 226 268 -15% 200 13%
Tankers 417 296 41% 114 153 -25% 101 12%
Gas Carriers 110 121 -9% 37 40 -8% 38 -2%
Dry-Bulk and Containers 218 191 14% 75 75 1% 61 23%
Direct Costs (486) (423) 15% (156) (173) -10% (151) 3%
Tankers (239) (199) 20% (72) (87) -17% (78) -8%
Gas Carriers (81) (76) 7% (25) (28) -11% (29) -15%
Dry-Bulk and Containers (166) (148) 12% (59) (57) 2% (43) 36%
EBITDA(1) 316 239 32% 83 119 -30% 71 18%
Tankers 204 118 73% 47 76 -38% 33 44%
Gas Carriers 59 75 -21% 20 24 -14% 19 10%
Dry-Bulk and Containers 53 45 16% 16 19 -17% 20 -19%
Margin 42% 39% 3% 37% 44% -8% 35% 1%
Tankers 49% 40% 9% 41% 50% -9% 32% 9%
Gas Carriers 54% 62% -9% 55% 59% -4% 49% 6%
Dry-Bulk and Containers 24% 24% 1% 21% 25% -4% 32% -11%
Net Profit 219 182 20% 51 85 -40% 51 0%
Tankers 150 89 69% 31 58 -47% 22 39%
Gas Carriers 29 56 -47% 9 13 -29% 12 -21%
Dry-Bulk and Containers 39 38 5% 11 15 -23% 17 -35%

(1) EBITDA is calculated as profit before income tax, finance costs, finance income, depreciation and amortization

Tankers

Year-on-Year Performance

Revenue from Tankers increased 12% to $114 million in Q3 2024, compared to $101 million in Q3 2023. Revenue increased 41% to $417 million for 9M 2024, from $296 million 9M 2023. This growth primarily resulted from higher charter rates for Tankers; four newbuild VLCCs added to the fleet

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ADNOC Classification: Public

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delivered in 2023; increased tonne-miles driven by geopolitical tensions impacting shipping voyage distances (reducing availability) and hence also rates.

EBITDA was up 44% to $47 million in Q3 2024, from $33 million in Q3 2023. EBITDA increased 73% to $204 million for 9M 2024, from $118 million in 9M 2023, due to the same factors impacting revenue.

Quarter-on-Quarter Performance

Revenue is down by 25% to $114 million in Q3 2024, from $153 million in the previous quarter due to seasonality of Tankers charter rates.

EBITDA of $47 million in Q3 2024 was 38% lower than the $76 million achieved in Q2 2024, due to a temporary decline in freight rates over the summer as a consequence of released global vessel capacity related to refinery maintenance.

Gas Carriers

Year-on-Year Performance

Revenue from Gas Carriers decreased 2% to $37 million in Q3 2024, compared to $38 million in Q3 2023. Revenue decreased 9% to $110 million for 9M 2024, from $121 million in 9M 2023. The decrease was mainly driven by the cessation of spot charter-in operations, some technical off hire days in 2024 for scheduled dry docks ; partially offset by the deployment of the newly acquired VLGC from the end of Q1 2024.

EBITDA increased 10% to $20 million in Q3 2024, compared to Q3 2023. EBITDA decreased 21% to $59 million for 9M 2024, from $75 million for 9M 2023 due to same factors impacting revenue.

Quarter-on-Quarter Performance

Revenue decreased 8% to $37 million in Q3 2024, from $40 million in the previous quarter due to cessation of spot charter-in operations and technical off hire days for dry docks.

EBITDA of $20 million in Q3 2024 was 14% lower than the $24 million achieved in Q2 2024 due to the same factors impacting revenue.

Dry-Bulk and Containers

Year-on-Year Performance

Revenue from Dry-Bulk increased 23% to $75 million in Q3 2024, compared to $61 million in Q3 2023. Revenue increased 14% to $218 million for 9M 2024, from $191 million in 9M 2023, mainly driven by higher charter rates.

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ADNOC Classification: Public

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EBITDA was down 19% to $16 million in Q3 2024, from $20 million in Q3 2023. EBITDA increased 16% to $53 million for 9M 2024, from $45 million in 9M 2023, driven by the same factors impacting revenue.

Quarter-on-Quarter Performance

Revenue was flat to $75 million in Q3 2024 comparing to the previous quarter due to lower chartering activity offset by improved rates in our owned fleet.

EBITDA of $16 million in Q3 2024 was 17% lower than $19 million achieved in Q2 2024 due to the same factors impacting revenue.

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ADNOC Classification: Public

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SERVICES

USD Million	9M 24	9M 23	YoY %	Q3 24	Q2 24	QoQ %	Q3 23	YoY %
Revenue 252 209 20% 93 82 14% 73 28%
Direct Costs (208) (174) 19% (77) (66) 18% (59) 32%
EBITDA(1) 46 31 48% 19 15 23% 10 80%
Margin 18% 15% 3% 20% 19% 1% 14% 6%
Net Profit 23 11 99% 11 7 45% 3 239%

(1) EBITDA is calculated as profit before income tax, finance costs, finance income, depreciation and amortization

Year-on-Year Performance

Revenue from Services increased 28% to $93 million in Q3 2024, from $73 million in Q3 2023. Revenue was up 20% to $252 million for 9M 2024, from $209 million in 9M 2023. This was driven by increased volumes in petroleum ports and onshore terminal operations.

EBITDA was up 80% to $19 million in Q3 2024, from $10 million in Q3 2023. EBITDA increased 48% to $46 million for 9M 2024, from $31 million in 9M 2023, driven by higher activity levels in petroleum port and onshore terminal operations coupled with one-off other income for liquidated damages recovered on late deliveries of Tail Back Boats for petroleum port operations.

Quarter-on-Quarter Performance

Revenue increased 14% to $93 million in Q3 2024, from $82 million in Q2 2024.

EBITDA of $19 million in Q3 2024 was 23% higher than the $15 million achieved in Q2 2024 mainly due to one-off other income for liquidated damages recoveries, and operating cost improvements achieved.

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ADNOC Classification: Public

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Free Cash Flow

USD Million	9M 24	9M 23	YoY %	Q3 24	Q2 24	QoQ %	Q3 23	YoY %
EBITDA(1) 867 635 37% 275 306 -10% 218 26%
Working Capital Adj. (101) 8 -1312% (84) (33) 153% 123 169%
Income Tax (58) 1 -4677% (16) (22) -25% (1) 2955%
Operating Free Cash Flow 708 644 10% 175 251 -30% 340 -49%
Capital Expenditure (2) (361) (504) -28% (136) (100) 35% (282) -52%
Free Cash Flow 347 140 148% 39 150 -74% 58 33%

(1) EBITDA is calculated as profit before income tax, finance costs, finance income, depreciation and amortization.

(2) Refer to Note 11: Property, Plant and Equipment in Financial Statements for further details.

In the first nine months of 2024, Operating Free Cash Flow increased 10% ($64 million) to $708 million, driven by the continued growth in underlying profitability, despite the significant increase of working capital and income tax.

In the first nine months of 2024, free cash flows reached $347 million, marking an increase of $207 million from $140 million in 9M 2023. This continued growth and outperformance in free cash flow delivery through improved profitability sees the business well-positioned to save on financing costs as the delivery of value-accretive transformational growth investment continues using free cash flows after dividends ahead of debt-financing.

In 9M 2024, ADNOC L&S committed $361 million to capital expenditures, on top of announcing the acquisition of Navig8, subject to regulatory approvals. The company added $557 million in property, plant and equipment in 9M 2024 (refer Note 6 PPE (Additions) in Financial Statements for further details). Since 30 June, the Company has announced signing for 8 to 10 newbuild LNG Carriers for $2.5b, contracted to ADNOC subsidiaries on 20 years’ time charters; signing for 9 newbuild Very Large Ethane Carriers (VLECs) for $1.4bn contracted on 20 years’ time charter contracts to Wanhua Chemical Group subsidiaries; and signing for 4 newbuild Very Large Ammonia Carriers (VLACs) for participation in the large-scale ammonia transportation market.

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ADNOC Classification: Public

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Outlook

Group

The Company raises its medium-term investment guidance to include an incremental $3 billion+, and maintains its 2024 and medium-term profit & loss outlook :

• Group Revenues: The Company maintains annual revenue growth of low to mid 30% range in 2024. Over the medium term (2024-2028), the Company expects high single-digit year-on-year percentage growth.

• Group EBITDA: The Company anticipates annual EBITDA growth from 2023 to 2024 in the low 30% range. Over the medium term (2024-2028), the Company targets average annual EBITDA growth in the mid-teens percentage wise.

• Group Net Income: The Company expects annual year-on-year net income growth in the low 20% range into 2024. Over the medium term, the Company targets average annual net income growth in the low percentage teens.

• Growth Investments: The Company has significantly increased its capital expenditure guidance, reflecting our commitment to long-term growth and strategic expansion. We now anticipate an additional $3bn+ by 2029, beyond the projects already announced, applying the same investment return criteria.

• Dividend policy: Remains unchanged with a projected total dividend payable for 2024 of $273 million (5% increase from 2023 annualized dividend), balance 50% for H2 2024 in Q2 2025, subject to approvals.

• Capital Structure: The Company targets a 2.0-2.5x net debt / EBITDA ratio over the medium term, with debt and free cash flows after dividends being the primary funding sources for growth investments.

Segmental Medium-Term Outlook

1. Integrated Logistics

• Revenue: We expect revenue growth in the high 40% range in 2024. Growth driven by strong Offshore contracting volumes & Offshore Services including chartering coupled with good progress on G-Island & JUB fleet growth, utilization & rates. Over the medium term, we expect mid to high-single digit percentage YoY growth; lower project / EPC contracts (around $200-300 million) offset by growth in offshore contracting & Offshore services.

• EBITDA: We expect EBITDA growth in the low 30% range in 2024. Over the medium term, we expect mid-single digit percentage YoY growth beyond 2024 driven by volume growth in Offshore Contracting & Offshore Services & continued strength in JUBs.

2. Shipping

• Revenue: We expect revenue growth in low to mid-teens percentage range YoY growth in 2024. Over the medium term, we expect single digit percentage YoY growth;

• Tankers market is expected to have a strong rate environment in the first half, with a slight softening in the second half.

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ADNOC Classification: Public

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• For Gas Carriers, we anticipate a slight reduction in 2024 performance due to sales of older assets to benefit from market pricing.

• For Dry-Bulk and Containers, we anticipate strong rates in 2024.

• EBITDA: We expect EBITDA percentage growth in the high 20% range YoY in 2024 driven by strong rates on Tankers and Dry-Bulk. Over the medium term, we target slightly lower average annual EBITDA growth to the mid-teens YoY due to the timing difference between asset sales and deliveries, and the lower container earnings outlook.

3. Services

• Revenue: We expect revenue growth in the mid-single digit percentage YoY in 2024. The longterm stable nature of Services contracted activity in Onshore terminals, Petroleum Ports Operations and Oil Spill Response Services provides strong revenue visibility. Consequently, we expect revenues to grow in the low to mid-single digit percentage range YoY over the medium term.

• EBITDA: We expect EBITDA growth in the high-single digit percentage range YoY in 2024. We expect Services EBITDA to grow in the flat to low-single digit percentage range YoY over the medium term.

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ADNOC Classification: Public

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Dividend

ADNOC L&S remains committed to delivering strong profitable growth and attractive shareholder returns. In line with its approved dividend policy, the Board of Directors approved interim cash dividend of $136.5 million for H1 2024, equivalent to 6.78 fils per share, that was paid to shareholders on 31[st] October 2024.This reaffirms the company’s commitment to deliver attractive returns to its shareholders. A final dividend is anticipated to be paid in Q2 2025 in relation to H2 2024.

In line with the Board-approved progressive dividend policy, the Company aims to increase annual dividends by at least 5% over the medium term, taking the 2023 annualized dividend ($260 million) as a base.

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ADNOC Classification: Public

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Earnings Conference Call Details

ADNOC L&S will host the earnings webcast and conference call followed by a Q&A session for investors and analysts on Thursday, November 14, 2024, at 2:00 pm UAE time / 10:00 am UK time.

The call will be hosted by Abdulkareem Al Masabi (CEO) and Nicholas Gleeson (CFO). Interested parties are invited to join the call by clicking Here .

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ADNOC Classification: Public

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About ADNOC Logistics & Services

ADNOC Logistics & Services, listed on the Abu Dhabi Securities Exchange (ADX symbol ADNOCLS / ISIN “AEE01268A239”) is a global energy maritime logistics company based in Abu Dhabi. Through its three business units; Integrated logistics, Shipping and Services, ADNOC L&S delivers energy products to more than 100 customers in over 50 countries.

To find out more, visit: www.adnocls.ae For investors enquiries, please contact: IR@adnocls.ae

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ADNOC Classification: Public

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Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements which relate to, among other things, our plans, objectives, goals, strategies, future operational performance, and anticipated developments in markets in which we operate and in which we may operate in the future. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on management’s current beliefs and expectations about future events. Forwardlooking statements are sometimes identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “would”, “intends”, “estimates”, “plans”, “targets”, or “anticipates” or the negative thereof, or other comparable terminology. These forward-looking statements and other statements contained in this communication regarding matters that are not historical facts involve predictions and are based on the beliefs of our management, as well as the assumptions made by, and information currently available to, our management. Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure you that such expectations will prove to be correct. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to enter into strategic alliances and third party transactions; ; failure to successfully implement our operating initiatives and growth plans, including our cost savings initiatives, due to general economic conditions, our reliance on information technology to manage our business; laws and regulations pertaining to environmental protection, operational safety, the extent of our related party transactions with other ADNOC Group companies; the introduction of new taxes in the UAE; failure to successfully implement new policies, practices, systems and controls that we implemented in connection with or following our IPO; any inadequacy of our insurance to cover losses that we may suffer; general economic, financial and political conditions in Abu Dhabi and elsewhere in the UAE; instability and unrest in regions in which we operate; the introduction of new laws and regulations in Abu Dhabi and the UAE; and other risks and uncertainties detailed in our International Offering Memorandum dated May 16[th] 2023 relating to our initial public offering and the listing of our shares on the Abu Dhabi Securities Exchange, and from time to time in our other investor communications. Except as expressly required by law, we disclaim any intent or obligation to update or revise these forward-looking statements.

Absolute figures and percentages included in this document have been subject to rounding adjustments.

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