National Central Cooling Co.

Sean Magee, Board Secretary, addressed a letter dated March 27, 2025, to H.E. Waleed Saeed Abdul Salam Al Awadhi, CEO of the Securities & Commodities Authority in Abu Dhabi, and H.E. Hamed Ahmad Ali, CEO of the Dubai Financial Market. The letter clarifies news reported by Reuters about Tabreed's potential acquisition consideration. Magee emphasized Tabreed's commitment to disclosure and transparency rules, assuring that any transactions will be officially announced as per regulations. Until then, Tabreed will not comment on media speculation. For further information, recipients are encouraged to contact the company.

Tabreed held its Annual General Assembly where shareholders approved a cash dividend payout of AED 441 million for the fiscal year 2024, reflecting strong financial performance. The company reported record revenues and a 32% increase in net profit for 2024, achieving a total shareholder return of 96% over the past five years. The assembly confirmed new board members, Mansoor Al Hamed and Janis Rey Lozada. Chairman Dr. Bakheet Al Katheeri highlighted the company's consistent performance and strategic investments, noting its resilience and promising future opportunities. In 2025, Tabreed has already raised $700 million through a green sukuk and entered a joint venture with Dubai Holding. The company expanded its operations in 2024 by completing two new plants and increasing connections across several countries, with a 5% growth in consumption volumes.

The Annual General Assembly Meeting of the National Central Cooling Company PJSC ("Tabreed") took place on March 25, 2025. During this meeting, shareholders approved a special resolution authorizing the company's Board of Directors to issue non-convertible bonds, sukuk, or similar instruments. The issuance can be conducted directly or through a special purpose vehicle, in one or more tranches, with a total nominal value not exceeding USD 2 billion or its equivalent in other currencies. The Board of Directors is also authorized to determine the date of issuance and other related terms.

On 17 March 2025, a communication was addressed to H.E. Waleed Al Awadhi, CEO of the Securities & Commodities Authority in Abu Dhabi, and H.E. Hamed Ahmad Ali, CEO of the Dubai Financial Market, regarding a long-term concession agreement for the Palm Jebel Ali development project. Tabreed has entered into an agreement to provide district cooling services exclusively for this project in Dubai. The agreement will be executed through a joint venture between Tabreed and Dubai Holding, with shares distributed as 51% for Tabreed and 49% for Dubai Holding. The project will be implemented in multiple phases with a total cooling requirement of approximately 250,000 refrigeration tons. The letter was signed by Sean Magee, Board Secretary.

National Central Cooling Company (Tabreed) and Dubai Holding Investments have entered a concession agreement to provide district cooling services for Palm Jebel Ali in Dubai. The joint venture, with Tabreed holding a 51% stake and Dubai Holding Investments 49%, aims to offer approximately 250,000 Refrigeration Tons (RTs) of cooling capacity. The project, valued at AED 1.5 billion, will be executed in multiple phases, with construction expected to start in Q2 2025 and initial services by 2027. The agreement is supported by Tabreed's major shareholders, Mubadala and ENGIE. This collaboration is designed to optimize cooling capacity, enhance information-sharing, and ensure sustainable cooling solutions for the development.

Tabreed, a leading district cooling company, successfully raised USD 700 million through its inaugural five-year green sukuk, marking the first issuance under its new USD 1.5 billion trust certificate program. The sukuk will be listed on the London Stock Exchange's International Securities Market. The issuance attracted strong demand from local, regional, and international investors, leading to a 2.6 times oversubscription. It was competitively priced with a profit rate of 5.279%, achieving the tightest credit spread for a five-year instrument by Tabreed or any other UAE corporate sukuk with a similar credit rating. The high demand was supported by investment-grade credit ratings from Moody's and Fitch. Proceeds from the sukuk will be used in accordance with Tabreed's Green Financing Framework to finance or refinance eligible green projects, including district cooling schemes, energy and water efficiency, and wastewater management projects.

Sean Magee, the Board Secretary, informed H.E. Waleed Saeed Abdul Salam Al Awadhi, CEO of the Securities & Commodities Authority, and H.E. Hamed Ahmad Ali, CEO of the Dubai Financial Market, about the pricing of USD 700 million green sukuk by the National Central Cooling Company PJSC ("Tabreed"). These sukuk are issued in a Regulation S format with a five-year tenor and a profit rate of 5.279%. The issuance is supported by investment-grade credit ratings from Moody's and Fitch, rated "Baa3" and "BBB" respectively. The proceeds will be used to finance or refinance projects aligned with Tabreed’s Green Financing Framework. The sukuk is expected to be settled this week.

The Board of Directors of National Central Cooling Company PJSC (Tabreed) invites shareholders to attend the annual general assembly meeting on Tuesday, March 25, 2025, at 1:00 PM UAE time. Shareholders can attend in person at the company's headquarters in Masdar City, Abu Dhabi, or virtually via an electronic link sent after registration. The agenda includes authorizing the chairman to appoint a meeting secretary and vote collector, and a special resolution to authorize the Board to issue additional non-convertible bonds, sukuk, or similar instruments up to USD 2 billion, in compliance with applicable laws and regulations.

The text is a clarifying disclosure regarding the approval of delegation of authority to attend general assemblies, according to Clauses 1 and 2 of Article 40 of the Corporate Governance Manual. It informs shareholders that they may delegate someone, other than board members or company staff, to attend the general assembly on their behalf through a written delegation. The agent must have the right to attend and vote, and should not represent more than 5% of the company's issued capital. Those lacking legal capacity must be represented by their legal representatives. The shareholder's signature on the power of attorney must be approved by a notary public, a chamber of commerce or economic department, a bank or licensed company (provided the agent has an account with them), or licensed financial markets in the country.