ADNOC Signs Landmark Strategic Partnership Agreements with Eni and OMV in Refining and Trading

ABU DHABI,UAE,Jan. 28,2019 --

Following a highly-competitive selection process,Eni were awarded a 20% share in ADNOC Refining,with OMV awarded a 15% share

In an innovative move,ADNOC,Eni and OMV will establish a new trading joint venture,accelerating development of ADNOC's trading capabilities

Eni and OMV's extensive operational know-how and experience will support ADNOC accelerate the execution of its downstream strategy

Partnerships build on ADNOC's existing relationships with Eni and OMV,underpinned by a common long-term growth aspiration for both ADNOC Refining and the trading joint venture

The Abu Dhabi National Oil Company (ADNOC) signed,today,two new strategic equity partnerships with Eni and OMV covering both ADNOC Refining and a new trading joint venture,which will be jointly established by the three partners. The signing of the agreements was witnessed by His Highness Sheikh Mohamed bin Zayed Al Nahyan,Crown Prince of Abu Dhabi and Deputy Supreme Commander of the UAE Armed Forces,His Excellency Giuseppe Conte,Prime Minister of Italy,and His Excellency Hartwig Löger,Austria's Federal Minister of Finance. The agreements were signed by His Excellency Dr. Sultan Ahmed Al Jaber,UAE Minister of State and ADNOC Group CEO,Claudio Descalzi,CEO of Eni and Dr. Rainer Seele,Chairman of the OMV Executive Board and CEO.

In one of the largest ever refinery transactions,Eni and OMV will acquire 20% and 15% shares in ADNOC Refining respectively,with ADNOC owning the remaining 65%. The agreement values ADNOC Refining,which has a total refining capacity of 922,000 barrels per day,and which operates the fourth largest single site refinery in the world,at an enterprise value of $19.3 billion. As a further part and condition of this agreement,the partners will also establish a trading joint venture,in which Eni and OMV will own 20% and 15% of the shares respectively. Proceeds to ADNOC from the sale are estimated to be $5.8 billion,subject to completion adjustments. The transaction reflects the scale,quality and growth potential of ADNOC Refining's assets,coupled with an advantageous location from which to supply markets in Africa,Asia and Europe.

Eni and OMV have strong track records in maximizing value from advanced,complex refinery operations and bring to the partnership extensive operational and project management experience and expertise.

Further value will be created from the new global trading joint venture,which,once established,will be an international exporter of ADNOC Refining's products,with export volumes equivalent to approximately 70 per cent of throughput. Domestic supply within the UAE will continue to be managed by ADNOC.

His Excellency Dr. Sultan Ahmed Al Jaber,said: "We are delighted to partner with Eni and OMV in our refining business and the new trading company. Such partnerships follow our leadership's wise guidance to unlock and drive greater value across our business.

"These innovative partnerships will support our ambition of becoming an international downstream leader with the flexibility to respond quickly to shifting market needs and dynamics. They will help enable our objective of unlocking even more value from every barrel of oil we produce.

"Working closely with our partners,we will also deliver further efficiencies across our operations and improve asset and business performance," H.E. Dr. Al Jaber added.

Supported by the high cash flow generation capacity of ADNOC Refining,the three partners have committed to substantial growth plans for ADNOC Refining in the short to mid-term. The partners have also agreed to a comprehensive capital allocation framework to achieve self-funded growth,paired with an attractive dividend policy.

These important new agreements build on ADNOC's expanded approach to long-term partnerships and the more proactive management of its portfolio of assets,as well as its track-record of successful partnerships over the last 50 years in both upstream and downstream. The partnerships will support ADNOC as it evolves to become a leading global downstream player,by expanding refining and petrochemical operations at Ruwais and securing greater downstream global market share,as outlined during the company's Downstream Investment Forum,in May 2018.

Claudio Descalzi,CEO of Eni,said: "These agreements consolidate our strong partnership with ADNOC. In the space of less than one year,we have been able to create a business hub with world class upstream operations and a material and efficient refinery capacity with further potential growth.

"This transaction,which allows us to enter the United Arab Emirates' downstream sector and represents a 35% increase in Eni's global refining capacity,is in line with our announced strategy to make Eni's overall portfolio more geographically diversified,more balanced along the value chain,more efficient and more resilient to cope with market volatility."

This sentiment was echoed by Dr. Rainer Seele,Chairman of the OMV Executive Board and CEO,who said: "I am pleased to further build on our strategic partnership with ADNOC and Abu Dhabi. With the acquisition of a share in ADNOC Refining and the creation of a global trading joint venture,OMV has established a strong integrated position in Abu Dhabi along the oil value chain,spanning from upstream production to refining & trading and petrochemicals. We are confident that our extensive operational refining know-how and trading experience will contribute to sustainable value creation and profitable growth."

Under the terms of the agreements,Eni and OMV's trading joint venture will be incorporated at Abu Dhabi Global Markets. Physical and derivative trading will likely begin as early as 2020 when all necessary processes,procedures and systems are in place. Eni and OMV will provide ADNOC with know-how,operational experience and support to accelerate the development of the trading joint venture,enabling ADNOC and its partners to optimize their systems and better manage their international product flows.

Once operational,the trading joint venture will help guide ADNOC Refining's activity and operational decision-making,ensuring ADNOC secures the best possible value from its refining and trading activity. The stated objective of the trading joint venture is to expand its global presence over time.

The partnerships,announced today,reinforce the growing importance of ADNOC's Ruwais complex,located in Abu Dhabi's Al Dhafra region,in the global refining and petrochemical supply chain and highlight the attractiveness of the UAE as a stable and reliable investment and industrial destination.

The unique growth potential of Ruwais is a result of its attractive strategic location and the scale and composition of its gas processing,refining,chemicals,fertilizers and industrial gas facilities,supported by an efficient and world-class port and logistics infrastructure.

Further integration across the Ruwais site will be delivered as ADNOC executes its previously announced investment program,catalyzing the establishment and growth of new secondary and tertiary industries,a significant strategic driver of the country's economic expansion and diversification.

These strategic partnerships with Eni and OMV are another example of ADNOC's group-wide transformation and value creation strategy in response to an evolving energy landscape. This will ensure ADNOC remains a resilient and flexible company that can take full advantage of market opportunities.

The transaction is expected to close in Q3 2019,subject to customary closing conditions and regulatory approvals.