Borouge (BOROUGE) Investor Update summary

Strategic transaction overview

• Borouge, Borealis, and Nova Chemicals will combine to form Borouge Group International, creating the world's fourth largest polyolefins producer with a 13.6 million ton annual capacity and $17.2 billion in combined revenue.

• Nova Chemicals will be acquired for $13.4 billion, funded by acquisition debt and later refinanced in capital markets.

• Borouge 4 project will be recontributed at cost (~$7.5 billion), adding 1.4 million tons of capacity and $900 million EBITDA by end-2026.

• The new entity will be headquartered in Austria (Vienna), with regional headquarters in Abu Dhabi, Calgary, Pittsburgh, and Singapore, and listed on the Abu Dhabi Securities Exchange.

• Ownership will be split equally between ADNOC and OMV, with a free float increasing to the low teens after a $4 billion capital increase in 2026.

Financial and operational highlights

• Pro forma average EBITDA for 2020–2024 is $4.5 billion, with through-the-cycle EBITDA expected to exceed $7 billion post-synergies and growth projects.

• The combination is expected to generate $500 million in annual synergies, with 75% realized within three years, mainly from marketing, distribution, and procurement optimization.

• The new entity targets a net leverage of up to 2.5x EBITDA and aims to maintain an investment-grade credit rating.

• Dividend policy targets a minimum payout of 16.2 fils per share (AED 0.162), a 90% net income payout ratio, and at least 2% accretion versus Borouge's 2024 DPS.

• OMV will inject €1.6 billion in cash, and the capital structure will be supported by a $4 billion capital increase, providing flexibility for future funding.

Innovation, technology, and sustainability

• The combined group will have over 800 R&D experts, 16,500+ patents, and seven innovation centers across key regions.

• Proprietary technologies such as Borstar, Advanced Sclairtech, and Borcycle will underpin premium product offerings and circular solutions.

• The group is positioned for global leadership in circularity and sustainability, with Scope 1 and 2 net zero emissions goals before 2050.

• Borealis and Nova are leaders in sustainable and circular solutions, with projects in mechanical and chemical recycling and bio-based products.

• The group’s product portfolio supports global sustainability trends, including renewable energy, food packaging, and advanced infrastructure applications.