0

Bondholders Conference CallACWA 39 – September 12th, 2019

Financial and Operational ResultsAs at and for the period ended 30 June 2019

1

11

Certain statements in this material and in the accompanying prepared remarks as well as other statements and remarks made during the associated audio and webcast conference call are, or may be deemed to be, "forward‐looking statements". Such statements can generally be identified by their use of forward‐looking words such as "plans", "estimates", "believes", "expects", "targets", "anticipates", "may", "will", "should", "expected", "would be", or the negative thereof or other variations of such terms or comparable terminology. These forward‐looking statements reflect the current views of the Company with respect to future events, and are not a guarantee of future performance. Many factors could cause the actual results, performance or achievements of the Company to be significantly different from any future results, performance or achievements that may be expressed or implied by such forward‐looking statements, or as a result of the foregoing and other risks, uncertainties and assumptions, the forward‐looking events and circumstances discussed in this material might not occur in the way the Company expects, or at all. Accordingly, all forward-looking statements should be considered by all intended audiences in light of these explanations and should not place undue reliance on forward‐looking statements.

DISCLAIMER

2

RECAP—BONDS FUNDAMENTALS

33

SAUDI ARABIALeading country in the GCC with significant positive economic and social progress in the last couple of years

1 The World Bank Global Economic Prospects June 2019 Report | 2 BP 2019 Statistical Review of World Energy | 3 Moody’s Research Announcement DIFC - Dubai, May 01, 2019

Largest country in GCC1 34 million people, 1.8% growth (2018)

Largest economy in GCC1 USD 782Bn GDP (2018 current US$)

1.7% and 3.1% growth (2019f and 2020f)

2nd largest proven oil reserves in the world2 297.7 billion barrels (2018)

One of the highest rated sovereigns3 A1 Stable (Moody’s)

Recent developments

▌ Macroeconomic measures (revenue mobilization, expenditure reforms)

▌ Social and regulatory transformation (women’s rights, capital markets)

▌ Privatization and diversification (ARAMCO, renewable energy, Vision 2030)

44

ACWA PowerA high-growth-markets I(W)PP Company with 54 assets across 11 countries

Gross GWPower

29.9M3/day Gross

Desalinated Water

5.3Mn

Capacity inProjects1 with

1GW+

70%Clean Power2

of Total Gross Capacity

75%

45.9 Billion Asset Portfolio3

3,500 Employees30+ Nationalities60% Locals Ratio

SaudiArabia

Oman,Jordan

Morocco, Bulgaria,South Africa, Turkey

UAE, Egypt, Bahrain, Vietnam

2004 2008–10 2012–14 2015–19

Turkey

Morocco

SouthernAfrica

GCC(Includes Egypt & Jordan)

Vietnam

Bulgaria

1 Including operational, under construction, and advanced development projects. | 2 Include solar, wind, and gas but exclude coal and oil. | 3 Total project costs including operational, under construction, and advanced development projects.

5

▌ Largest private power and water producer in the KSA—approx. 12 and 30

percent market share respectively

▌ Strong sovereign support and shareholder base

▌ Stable contractual framework delivering predictable cash flows

▌ Market-leading operation and maintenance service provider

66

• The Issuer, APMI One1; Issue Date: May 15, 2017

• Payable semiannually in instalments on 15th Jun, 15th Dec

• Principal payments commencing on June 15, 2021

3-layer security

Large cushion in DSCR

Additional DSRA

Share pledges over APP and NOMAC

ACWA 39—THE BONDS$814 million 5.95% Senior Secured Bonds due 2039

1 APMI One is a Special Purpose Company incorporated under the laws of DIFC—Dubai International Financial Center.

7

ACWA Power Projects (APP)

Shuaibah Water & Electricity Co. (SWEC)

Shuqaiq Water & Electricity Co. (SqWEC)

Shuaibah Expansion Project Co. (SEPCO)

Rabigh Arabian Water & Electricity Co. (RAWEC)

Rabigh Electricity Co. (RABEC)

Jubail Water & Power Co. (JWAP)

International Barges Co. for Water Desal. (BOWAREGE)

Hajr for Electricity Production Co. (HEPCO)

% Effective Share of ACWA Power

% Share of Government of Saudi Arabia

Legend

Shuaibah, 120km S of Jeddah; W Coast

Shuaibah, 120km S of Jeddah; W Coast

Shuqaiq, 140km N of Jizan; SW Coast

Rabigh, 130km N of Jeddah; W Coast

Jubail, 100km N of Dammam; E Coast

Rabigh, 130km N of Jeddah; W Coast

Qurayyah, 100km S of Dammam; E Coast

Mobile, barge-mounted

Project Company Location

Gross CapacityPower(MW)

Water (000’m3/day)

900 880

850 212

— 150

520 188

1,204 —

2,744 800

— 50

3,927 —

10,145 2,280

COD/Contract

1Q1020-yr PWPA

4Q0920-yr WPA

2Q1120-yr PWPA

2Q08 & 2Q1625-yr WECA

3Q1020-yr PWPA

2Q1320-yr PPA

2Q1620-yr PPA

—

30

40

32

40

30

40

74

-

40

20

20

40

64.85

-

17.5

50

First National O&M Co. (NOMAC)

100%

• Long-term contracts

• Investment-grade sovereign and quasi-sovereign offtakers1

• Diversified portfolio

• Strong sovereign support – direct guarantees from MoF2

1 Except the RAWEC IWSPP | 2 The offtake agreements for SEPCO, SWEC, JWAP and SQWEC benefit from direct guarantees from the Ministry of Finance of the Kingdom of Saudi Arabia.

NOMAC is currently in process of restructuring, transferring ownership to NOMAC Holding from APP. Project status is covered on Slide # 16.

88

BONDS SERVICINGFlow of funds among stakeholders

99

ACWA 39 MARKET PERFORMANCESignificant value turnaround since the start of the year combined with 5.95% coupon in a low-yield market makes ACWA 39 a compelling investment case

97.322

94.476

104.055

110.851

5.00%

5.50%

6.00%

90

95

100

105

110

115

9/11/2018 12/31/2018 6/28/2019 8/30/2019

PAR VALUE

Premium over Par Value10.851% YTD

Appreciation 17.332%

FIXED 5.95% p.a. COUPON RATE

LAST PRICE1

INTEREST RATE

1 As per BLOOMBERG TERMINAL data PX_LAST for the dates shown above.

• Last trading price1 of 110.851, closing of 8/30/19—10.85% premium over par• Median last price for month of August 109.0265• 8/30/19 Spot unrealized gross ROI for original bondholders 16.8%

ACWA 39 CREDIT RATINGSMoody’s Baa3 StableS&P BBB- Stable

Strengths:+ Stable and predictable cash

flows form long-term contracts with high-credit-rated off-takers

+ Diversified cash flow sources+ Parent’s liquidity strength

coupled with 12-month debt servicing covered by sponsor-backed DSRA SBLC facility

10

FINANCIAL & OPERATIONAL PERFORMANCE

1111

APP GROUP—Immediate 12-month Cash FlowsHistorical actual and Projected forecast for immediate 12 months preceding and following the Payment Date

15/06/1915/06/18 15/12/18 15/12/19 15/06/20

Payment Date

Preceding 12 months ACTUAL Following 12 months FORECAST

Debt Service

Cushion

Additional Collection

Collection DSCR

4865

179USD

Million

1.35x

3.69x

Debt Service

Cushion

Additional Collection

48

171USD

Million

1.35x

3.52x

• $179M cash at 3.69x DSCR—well above covenant• Distribution from non-pledged NOMAC and

RAWEC shares contributed US$17M

• $129M cash at 2.69x DSCR—well above covenant• Excludes $10M non-pledged RAWEC distribution• Decline in 2020 is due to loss of revenue on account of

recent outages• Outstanding insurance claims not factored in—

expected in 3Q20

3.38x

NOMAC and RAWEC non-pledged

RAWEC non-pledged

129

Certificate Forecast Certificate Forecast

DSCRCollection – USD Million

2.69x

1212

APP GROUP—Current Period Cash FlowsLower forecast mainly on account of plant outages

15/06/1915/06/18 15/12/18 15/12/19 15/06/20

Payment Date

1 Certificate figure includes cash flows from NOMAC’s non pledged portfolio and RAWEC’s additional 37% acquired stake.

Current 12-month Period Revised Forecast1 • Forecast revised down to $147M and 3.04x DSCR as a result of lower distributions due to plant shutdowns (RABEC and SQWEC) and no distribution from HAJR in 2019

• Note US$22M NOMAC and RAWEC non-pledged distribution will not flow into collection account in the future periods.

Certificate Forecast Certificate Forecast

DSCRCollection – USD Million

1.35x

3.86x

2.59x

187

147 3.04x$22M NOMAC and RAWEC non-pledged

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APP GROUP—Breakdown of cash flowsUS$72 million collected in the Collection Account in the first six months of 2019

Discontinued operations – Loss of SAR 101

million

1 Refer to Note 5 of APP Financial Statements | 2 Refer to cash flow statement of NOMAC Financial Statements | 3 Paid through intercompany balances | 4 Refer to Note 10 of APMI One Financial Statements

1

1

2

3

4

0 5 10 15 20 25

Dividends from equity accounted investments

Shareholder loan repayments from equity accounted investments

Dividends from NOMAC

Fees (excluding interest on shareholder loans)

20

US$ in Millions

23

13

16

72

US$ in Millions

14

88

0.6

-

0.2 2.3

0.7 4.1

86

June 2018 SqWEC RAWEC JWAP SWEC RABEC HEPCO June 2019

Availability

++

---

91

-0.1 0.1

0.5

2.2

93

June 2018 RAWEC SqWEC SEPCO JWAP SWEC June 2019

- - -

+

9 2.3

0.1

0.5

0.4

+ 2.9

-

8

June 2018 HEPCO SWEC JWAP SqWEC RABEC RAWEC June 2019

++

- -4

0.1

0.8 0.1

-

0.7

4

June 2018 SqWEC SWEC SEPCO RAWEC JWAP June 2019

+ +

+

-

APP GROUP—Operational PerformanceDespite unplanned outages in two plants, power availability improved by 200 basis points

POWER WATERAvailability

Forced OutageForced Outage

Gas turbine vane repairs in 2018 resulting in higher availability in ‘19.

Plant shutdown in May/Jun

Turbine failure in Jun’19

Water pipe issues in 2018 that are resolved

Plant shutdown due to power outage

Contribution by Project Company - pp Contribution by Project Company - pp

Contribution by Project Company - ppContribution by Project Company - pp

%%

%%

% %

%%

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APP GROUP OPERATIONSFollowing forced outages earlier in the year, RABEC is back in full operation with SqWEC expected to come in by the end of the year

Project Company

Gross CapacityPower(MW)

Water (000’m3/day)

Shuaibah Water & Electricity Co. (SWEC)

Shuqaiq Water & Electricity Co. (SqWEC)

Shuaibah Expansion Project Co. (SEPCO)

Rabigh Arabian Water & Electricity Co. (RAWEC)

Rabigh Electricity Co. (RABEC)

Jubail Water & Power Co. (JWAP)

International Barges Co. for Water Desal. (BOWAREGE)

Hajr for Electricity Production Co. (HEPCO)

30

32

30

74

40

20

64.85

17.5

900 880

850 212

— 150

520 188

1,204 —

2,744 800

— 50

3,927 —

10,145 2,280

• Unit 1 & 2 shut downs in May due to rotor blade damage• Back in operation since 3rd week Jul and Aug 2019, respectively

• Plant blackout due to National Grid disturbance on June 1st.• 1 out of 3 turbines suffered; start up expected by Nov/Dec 2019.

• Substitute water pipeline laying in progress (SAR43M CAPEX)• Expected lean mechanical completion date is 31 Dec 2019

• Offtake agreement expired with no new contract to-date• Negotiations continue for new contracts.

Key Performance Update and Developments

% Effective Share of ACWA Power

Legend

• CAPEX for plant improvements, overhauling and maintenance including civil and security works is ongoing. Out of approved SAR445M budget, spending-to-date is SAR173M.

• Nothing material or exceptional to report

• Nothing material or exceptional to report

• Nothing material or exceptional to report

1616

NOMAC RESTRUCTURINGThe task is mostly complete, aiming to close the transaction in a couple of months

• Secured consents in relation to 17 projects; 2 are in progress to complete by end of this month

• Complete remaining 2 share transfers—end September 2019

• Transfer shares in NOMAC KSA to NOMAC Holding—aimed for end of October 2019

• Notify capital markets and other stakeholders—immediate post-completion

Status

Next steps

Pre-Restructuring Post-Restructuring

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MD&AsKey highlights from submitted MD&As

APMI One APP Group NOMAC

• Loan balance including accrued interest-to-date (due from APGS) stood at $903M.

• Financial income for the period was $24.7M, mainly comprising accrued interest income on the loan to APGS.

• Financial charges were $24.6M; $24.2M interest expense on the Bonds and $0.4M amortization.

• ACWA Power provided $24M as additional paid-in-capital.

• Disclosure: Certain due to and from related party balances which were presented on a net basis, including audited 2018 y/e financial statements, are reclassified upon reassessment by the management for improved transparency purposes.

• All NOMAC-related balances and transactions are now classified as “discontinued operations.”

• No revenue for the period due to above plus expired Bowarege contract.

• Lower Bowarege-related depreciation drove operating costs down.

• Share in net results of equity investees1

has increased by SAR10M to SAR193.8M; positive impact of higher availabilities and increased shareholding position at RAWEC were largely offset by forced outages in 2 facilities.

• Decrease in payables/accruals is driven by settlement of additional equity stake in RAWEC. Settlement took place through ACWA Power hence equivalent increase in due to related parties.

• We started to disclose in the notes to the FS the summarized financial positions of equity accounted investees.

• Revenue at SAR483M marginally increased by 1% when one-off suspension fee of SAR24M re-Bowarege in previous period is excluded.

• Decrease in direct costs largely driven by major maintenance expenses in previous period.

• Decline in share in net results of equity investees1 is due to one-off settlement compensation in previous period.

• Increase in due from related parties include amounts due as a result of the transfer of ownership of certain international entities to other Group entities under the NOMAC restructuring, and amounts due for technical services from non-pledged portfolio.

• Both assets held for sale and liabilities associated with them decreased due to transfer of relevant entities as part of NOMAC restructuring.

1 Net of tax.

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Q&A