ACWA Power : Investor Report For the three and nine-months periods ended 30 September 2023

ACWA POWER Company

Investor Report

For the three and nine-months periods ended 30 September 2023

("3Q & 9M 2023 Interim Investor Report")

ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

CEO's Letter

Dear stakeholders,

The positive momentum in our business development activities accelerated in the third quarter - partly elevated by some project milestones brought forward from the fourth quarter, alleviating the legacy issues from projects that have been affected by the pandemic and geopolitical challenges and the wider repercussions of these in the global economies and supply chain.

It is in this challenging environment that we financially closed eight projects in the past nine months of the year. Aggregating to a total investment cost of SAR45.8 (USD12.2) billion including the landmark Neom Green Hydrogen Project, this represents a record in ACWA Power's history. In the third quarter alone, we brought three solar PV and one desalination project to their financial closes at an aggregate total investment cost of SAR11.1 (USD3) billion.

Combined with the several MOUs signed in Europe, China, Indonesia in the research and development and EPC spaces during the past quarter and the three purchase agreements - one water in Dubai and two CCGT power in Saudi Arabia - we signed subsequently in October, these accomplishments are the engine of our future growth.

This expedited activity in business development is an unmistakable sign of our investment ahead of the curve to support our accelerated growth into 2030 and beyond. In the meantime, however, with the ripples of the high inflationary environment of the past couple of years now expected to continue well into 2024 and the recent geopolitical tensions, I also believe we all need an element of caution in our expectations into the immediate and near future. Although our business model largely allows us to rebalance these vibrations in the long run during the lifecycles of our projects, timing differences are always possible due to delays in achieving project development milestones as well as in executing identified financial optimization transactions that are part of our return model.

The fourth quarter has already started fast. With FII Riyadh behind us where we announced additional signings, we now look forward to participating in the COP28 in December in addition to hosting our Investor Day at our impressive Noor Energy 1 plant in Dubai, UAE.

Marco Arcelli

Chief Executive Officer

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

Highlights1

75	ASSETS
Gross Power Capacity
50.1GW
7.63	million	Total Investment Cost SAR
297.7billion
m /day

Financially closed eight projects with an aggregate total investment cost of SAR45.8 (USD12.2) billion including the landmark Neom Green Hydrogen Project, representing a record in ACWA Power's history.

46.6%	NET ZERO
EMISSIONS BY 2050

of the 23.4GW Gross Power

Capacity

Renewable Assets Capacity

Signed 7 PPA's (Power Purchase Agreements) adding 6 GW of (renewable) power capacity and 2 WPA's adding 1.4 million m3/day of water capacity to our portfolio.

Brought online 3,470 MW of power and 978,000 m3/day of RO water capacity.

Financial Highlights2	and others being commissioned surpassing ~SAR 1 billion in adjusted
	Steady Progress with solid growth in projects achieving financial closes
	net profit within the first nine months.
SAR	SAR
2,103 mn	1,082mn
Operating income before impair-	Adjusted Profit attributable
ment loss and other expenses	to equity holders of parent
12.4	26.2

Operational Highlights	0.02
Health, Safety,
& Environment (HSE)	Lost Time Incident (LTI) rate
	9M 2022: 0.02
Power Availability	92.4%
	9M 2022 : 87.3%
Water Availability	96.2%
	9M 2022: 96.5%

1. For the nine month ended and as at 30 September 2023
2. The variance represents the year-on-year variance for the 9 month period ending September 30, 2023 vs September 30, 2022.

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

ACWA POWER COMPANY AND ITS SUBSIDIARIES

(Saudi Listed Joint Stock Company)

("ACWA Power" or the "Company" or the "Group")

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL RESULTS FOR THE THREE- AND NINE-MONTHS PERIODS ENDED 30 SEPTEMBER 2023

1- Introduction

This section provides an analytical review of the financial results of ACWA Power for the three- and nine-months periods ended 30 September 2023 (collectively the "first nine months of 2023" or "9M2023"), and it should be read in conjunction with the Company's Interim Condensed Consolidated Financial Statements and Independent Auditor's Review Report for the Three- and nine-months Periods Ended 30 September 2023 issued by KPMG Professional Services (Certified Public Accountants).

All amounts are in SAR million, rounded up to one decimal point, unless stated herein otherwise. Percentages have also been rounded up to the available number of digits presented in the tables, when applicable. A calculation of the percentage increase/decrease based on the amounts presented in the tables may not therefore be exactly equal to the corresponding percentages as stated.

"Current Quarter" or "3Q2023" or "the third quarter of 2023" corresponds to the three-months period ended 30 September 2023 whereas "previous quarter" or "3Q2022" or "the third quarter of 2022" corresponds to the three- months period ended 30 September 2022. "Current period" or "year-to-date2023" or "9M2023" corresponds to the nine-months period ended 30 September 2023 whereas "previous period" or "year-to-date2022" or "9M2022" corresponds to the nine-months period ended 30 September 2022.

In the Company's Interim Condensed Consolidated Financial Statements and Independent Auditor's Review Report for the Three- and nine-months Periods Ended 30 September 2023, certain figures for the prior periods have been reclassified to conform to the presentation in the current quarter or period. Please refer to the Company's Interim Condensed Consolidated Financial Statements and Independent Auditor's Review Report for the Three- and nine-monthsPeriods Ended 30 September 2023, Note 22.

This section may contain data and statements of a forward-looking nature that may entail risks and uncertainties. The Company's actual results could differ materially from those expressed or implied in such data and statements as a result of various factors.

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

2- Key factors affecting the comparability of operational and financial results between reporting periods

Although the Company's business model of Develop, Invest, Operate, and Optimize allows it to generate and capture returns over the full life cycle of a project, these returns may differ from one reporting period to another, depending on the number of projects in the Company's portfolio and where these projects are in their project life cycles (i.e., in advanced development, under construction or in operation). Projects achieving financial close ("FC") and projects achieving either initial or project commercial operation dates ("ICOD" or "PCOD" respectively) are typical examples that may lead to such variances in the values presented on the financial statements from one period to another, potentially rendering analysis of these variations unreasonable without additional information. The Company considers this or similar type of transactions as "ordinary course of business." Accordingly, the financial value of these transactions does not lead to any financial adjustment to the Company's reported consolidated net profit for the period attributable to equity holders of the parent ("Reported Net Profit"). For a summary of these transactions, if any, please refer to Section 2.1 Material ordinary-course-of-businesstransactions that did not result in adjustment to the Reported Net Profit for the current quarter.

In addition to the above, there may be transactions that the management would consider as non-routine or non- operational as they are either one-off and not expected to recur in the future or are unusual in nature. The impact of such transactions on the Reported Net Profit are adjusted in the respective period of their realizations to arrive at adjusted net profit attributable to equity holders of the parent ("Adjusted Net Profit") for the concerned period. For a summary of these transactions, if any, please refer to Section 2.2 Material transactions that resulted in adjustment to the Reported Net Profit for the current quarter.

2.1 Material ordinary-course-of-business transactions that did not result in adjustment to the Reported Net Profit for the Current Quarter

2.1.1 Projects achieving financial close ("FC")

Typically, a project company achieves its FC when it has access to funding from its lenders, and the Company normally becomes entitled to recognize development fees from the project company and recover the project development and bidding costs incurred to-date, including reversal of any related provisions. Moreover, the Company typically earns additional service fees such as project and construction management fees, which are recognized during the construction period of the project based on pre-determined milestones.

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

The following table lists all projects that achieved their respective FCs in the past 21 months to 30 September 2023.

Financial Closes1 in the past 21 months (January 2022- September 2023)

Month

Project1

Location

Total Investment Cost SAR billion

Contracted Capacity (Power: MW; Water: Thousand m3 per day; Green Hydrogen: Tonnes per year of green ammonia)

Accounting

Type 3

ACWA Power's

Effective

Share 2

Subsequent events

Oct'23	Azerbaijan Wind	Azerbaijan	1.3	240 MW	SUB	100.00%
			During the current period
Sep'23	Rabigh 4 IWP	Saudi Arabia	2.5	600 m3/day	EAI	45.00%
Aug'23	Layla PV IPP	Saudi Arabia	0.4	91 MW	EAI	40.10%
July'23	Al Shuaibah PV	Saudi Arabia	8.2	2,631 MW	EAI	35.01%
1 & 2
May'23	Nukus (Karatau)	Uzbekistan	0.4	100 MW	SUB	100.00%
Wind IPP
Apr'23	Kom Ombo PV	Egypt	0.7	200 MW	SUB	100.00%
Mar'23	NEOM Green	Saudi Arabia	31.9	1.2 million tonnes	EAI	33.33%
Hydrogen
	Company
Feb'23	Ar Rass PV IPP	Saudi Arabia	1.7	700 MW	EAI	40.10%
			During the previous period
Dec'22	Dzhankeldy	Uzbekistan	2.5	500 MW	SUB	100.00%
Wind IPP
Dec'22	Bash Wind IPP	Uzbekistan	2.6	500 MW	SUB	100.00%
Oct'22	Shuaibah 3 IWP	Saudi Arabia	3.1	600 m3/day	EAI	68.00%

Source: Company information.

1. Some of the projects may be in the process of closing the conditions precedent of their respective FCs.
2. ACWA Power's effective share as at 30 September 2023. Note that the current effective shareholding may be different.
   3 Equity accounted investee (EAI) or Subsidiary (SUB)

2.1.2 Projects achieving initial or project commercial operation dates ("ICOD" or "PCOD")

A project starts providing power and/or water, partially or fully, under its offtake agreement in the year it achieves either ICOD or PCOD and begins recognizing revenue and charging costs into the profit or loss statement. It is typically at this stage that NOMAC starts recognizing its stable and visible O&M fees too.

Depending on its effective ownership and control relationship in the project, the Company either consolidates the financial results of the project (subsidiary) or recognizes its share of net income in the project (equity accounted investee) within the Company's consolidated financial statements. When the project company becomes eligible to distribute dividends and when such dividends are declared, the Company additionally receives dividends in proportion to its effective share in the project.

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

The following table lists all projects that achieved their respective ICOD or PCOD and thus have begun contributing to the Company's results in the past 21 months to 30 September 2023.

ICOD/PCOD in the past 21 months (January 2022- September 2023)

ICOD/PCOD*

Project

Online Capacity 1 (Power:

Location MW / Water: Thousand m3/

day)

Remaining capacity to bring online

Acwa

Account- Power's

ing Type Effective

Share 2

Subsequent events

Oct-23	Sudair PV IPP	Saudi	1,125 MW	375 MW	EAI	35.00%
Arabia
		During the current period
Sep-23	Sudair PV IPP	Saudi	750 MW	750 MW	EAI	35.00%
Arabia
Jun-23	Shuaa Energy 3 PV	UAE	900 MW	-	EAI	24.00%
Apr-23	Al Taweelah IWP	UAE	833 m3/day	76 m3/day	EAI	40.00%
Mar-23	Hassyan IPP (Unit 3) (partial)	UAE	1,800 MW	600 MW	EAI	26.95%
Feb-23*	Jazlah IWP (Jubail 3A)	Saudi	600 m3/day	-	EAI	40.20%
Arabia
Feb-23	Noor Energy 1 (CT	UAE	517 MW	433 MW	EAI	25.00%
Unit)100MW (partial)
		Saudi	184,000 Nm3/hr Hydrogen
Jan-23	Jizan IGCC (partial)	585 MT/hr Steam	760 MW	EAI	21.25%
Arabia
		Approx. 3,040MW Power
Jan-23	Noor Energy 1 (PT Unit)	UAE	417 MW	533 MW	EAI	25.00%
200MW (partial)
		During the previous period
Oct-22	Shuaa Energy 3 PV (partial)	UAE	600 MW	300 MW	EAI	24.00%
Aug-22	Shuaa Energy 3 PV (partial)	UAE	500 MW	400 MW	EAI	24.00%
Aug-22*	Umm Al Quwain IWP	UAE	683 m3/day	-	EAI	40.00%
Jun-22*	Al Dur 2 IWPP(Power)	Bahrain	1500 MW	-	EAI	60.00%
Jun-22*	Al Dur 2 IWPP(Water)	Bahrain	227 m3/day	-	EAI	60.00%
Jun-22	Al Taweelah IWP	UAE	455 m3/day	454 m3/day	EAI	40.00%
May-22	Shuaa Energy 3 PV (partial)	UAE	400 MW	500 MW	EAI	24.00%

Source: Company information.

1. Online capacity that is in operation as at the stated ICOD/PCOD date.
2. ACWA Power's effective share as at 30 September 2023. Note that the current effective shareholding may be different.

Details for the Company's entire portfolio of projects can be found on the Company's website (www.acwapower.com).

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

2.1.3 Dividends

The Company fully paid out on 12 July 2023 a dividend for 2022 of SAR 606,812,775.07 (SAR 0.83 per share) that was approved by shareholders at the extraordinary general assembly meeting held on 22 June 2023. Please refer to the Company's Interim Condensed Consolidated Financial Statements and Independent Auditor's Review Report for the Three- and nine-monthsPeriods Ended 30 September 2023, Note 20.

2.1.4 Hassyan IPP Coal Arrangement

In previous periods, the Group entered into a coal supply agreement (the "Ancillary Agreement") with a third-party supplier (the "Coal Supplier"), in relation to the Hassyan IPP, a 2400MW CCGT plant in Dubai and an equity accounted investee ("EAI") of the Company. Subsequent to period end, on 11 October 2023, the Group entered in a tripartite settlement agreement (the "Settlement Agreement") with the Coal Supplier and the EAI, whereby the parties agreed to cancel the Ancillary Agreement for a certain consideration.

For further details including the financial impact, please refer to the Company's Interim Condensed Consolidated Financial Statements for the Three- and Nine-months Periods Ended 30 September 2023, Note 10.2.

2.1.5 Update on the closure of divestments

Financial optimization is a core element of the Company's business model that provides us with an opportunity to improve our returns.

2.1.5.1 New divestments initiated in the current period

Below transaction was reported as a subsequent event in the 6M23 disclosures of the Company.

Bash & Dzhankeldy Wind

On 7 July 2023, ACWA Power (through its wholly owned subsidiary) entered into a Sale Purchase Agreement ("SPA") for the sale of a 35% stake in its wholly owned subsidiaries, ACWA Power Bash Wind Project Holding Company and ACWA Power Uzbekistan Wind Project Holding Company Limited ("the Investee Companies" or the "Entities"). The Investee Companies each holds 100% stake in ACWA Power Bash Wind LLC and ACWA Power Dzhankeldy LLC ("the Project Companies"), respectively. The disposal is subject to the satisfaction of certain conditions precedent in the SPA. For the purpose of these interim condensed consolidated financial statements, assets and liabilities of the Entities together with the Project Companies are presented as held for sale.

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

2.1.5.2 Update on the closure of the divestments in progress from the prior periods

Shuaa Energy 3 P.S.C.

Legal formalities with respect to the divestment of Shuaa Energy 3 P.S.C. were not completed as of 30 September 2023.

Noor Al Shuaibah Holding Company

Legal formalities with respect to this transaction were completed as of 30 September 2023.

For further details on the above transactions, please refer to the Company's Interim Condensed Consolidated Financial Statements and Independent Auditor's Review Report for the Three- and Nine-months Periods Ended 30 September 2023, Note 16 and the Company's Investor Report For the three and six-months periods ended 30 June 2023.

2.2 Material transactions that resulted in adjustment to the Reported Net Profit for the Current Quarter

There was no transaction in the Current Quarter that resulted in adjustment to the Reported Net Profit for the Current Quarter. For prior periods' adjustments, please refer to the Company's Investor Report for the corresponding prior periods.

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ACWA POWER COMPANY

3Q & 9M 2023 Interim Investor Report

3- Discussion and analysis of management's key financial indicators

ACWA Power's management uses several key performance metrics to review its financial performance. These metrics are defined and analyzed below.

3.1 Operating income before impairment loss and other expenses

Operating income before impairment loss and other expenses represents ACWA Power's consolidated operating income before impairment loss and other expenses for the continuing operations and includes ACWA Power's share in net income of its equity accounted investees.

SAR in millions

Operating income before impairment loss and other expenses

	Third Quarter (3Q)			Nine Months (9M)
2023	2022	% change	2023	2022	% change
814	651	25.0%	2,103	1,870	12.4%

Source: Company information.

3.1.1 For the nine months period ended 30 September 2023 ("9M2023")

Operating income before impairment loss and other expenses for 9M2023 was SAR 2,103 million and 12.4 %, or SAR 233 million, higher than SAR 1,870 million of 9M2022.

(SAR millions)

	272	109
		(44)
		Higher	(104)
		Higher	2,103
		contribution
		from new units	development	Others
1,870	Higher	online	cost, provision
	contribution		and write-offs
	from existing
	projects

9M 2022

9M 2023

Source: Company information.

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