IPO WEBPAGE

Frequently Asked Questions

13 March 2022

1. What is DEWA?
DEWA was created in 1992 as a result of the merger of the Dubai Electricity Company and the Dubai Water

Department. DEWA is the exclusive electricity and water utility provider in Dubai. The Group generates,

transmits and distributes electricity and potable water to end users throughout Dubai.

DEWA owns 70% of Empower, currently the world’s largest district cooling services provider by connected

capacity, and owns, manages, operates and maintains district cooling plants and affiliated distribution networks

across Dubai. The Group also comprises a number of other businesses including Mai Dubai, a manufacturer and

distributor of bottled water, Digital DEWA, a digital business solutions company, and Etihad ESCO, a company

focused on the development and implementation of energy efficient solutions.

DEWA has grown along with Dubai’s expanding economy, population and infrastructure, as Dubai’s fast pace of

development has resulted in a rapid increase in the demand for electricity and water. With the highest standards

of efficiency, quality, and availability, DEWA is ready to meet the increasing demand for electricity and water in

the Emirate, which is planning to grow from around 3.5 million people today to 5.8 million people by 2040. DEWA

is therefore both integral to, and benefits from, Dubai’s past and current economic growth, while also playing a

key role in Dubai’s green energy transition process, which is a central pillar of the Group’s strategic direction.

The Group currently has approximately 11.4% of its power capacity from clean energy sources, which is the

highest proportion of energy from clean sources in the region (as compared to other regional utility companies).

DEWA supports the Dubai Net Zero Carbon Emissions Strategy 2050 and is well-aligned to the Dubai Clean

Energy Strategy 2050, which aims to provide 100% of Dubai’s energy production capacity from clean energy

sources by 2050. The Group also expects to supply 100% of water capacity from desalinated water by 2030

using clean energy and waste heat.

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 1

2. What are the key business segments within DEWA?
DEWA is made up of several business segments:

• DEWA is a globally leading fully integrated utilities company, with generation capacity of 13.4 gigawatts
of electricity as well as 490 million imperial gallons of desalinated water each day
• DEWA owns 70% of Empower, currently the world’s largest district cooling services provider by
connected capacity, and owns, manages, operates and maintains district cooling plants and affiliated
distribution networks across Dubai.
• DEWA is currently party to five “Independent Power Producer” (IPP) projects, with a total capacity of
approximately 2.7 GW as of 2021, including solar PV, concentrated solar power (“CSP”) as well as
natural gas. The capacity of the Group’s IPP projects is expected to increase up to 7.4 GW by 2030. In
addition, the Group has one “Independent Water Producer” (IWP) project, the Hassyan seawater
reverse osmosis desalination plant, which has an initial planned capacity of approximately 120 MIGD
and is targeted to have a capacity of 240 MIGD by 2030.
• DEWA also comprises a number of other businesses including Mai Dubai, a manufacturer and
distributor of bottled water, Digital DEWA, a digital business solutions company, and Etihad ESCO, a
company focused on the development and implementation of energy efficient solutions.

3. Who are DEWA’s customers and what are DEWA’s core markets?
DEWA provides its services to c.3.5 million Dubai residents and the Emirate’s active daytime population of over
4.7 million, which are expected to reach 5.8 million and 7.8 million respectively by 2040, driven by far-reaching
economic transformation programmes such as Dubai’s 2040 Urban Master Plan and Dubai’s Clean Energy
Strategy, and Dubai’s Net Zero Strategy 2050.

4. Who are the existing DEWA shareholders?

The Government of Dubai is the existing shareholder of DEWA.

The IPO

5. Why is DEWA deciding to list now?

DEWA is listing on the Dubai Financial Market (DFM) in order to benefit from long-term access to capital
markets to support its ambitious goal of transitioning Dubai to a low-carbon, climate-resistant economy.

6. Why should I invest in DEWA?

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 2

DEWA has a very attractive financial profile with high visibility over cash flow generation and shareholder

returns. As at 31 December 2021, the Group had revenues of approximately AED 23.8 billion, adjusted EBITDA

of approximately AED 12.1 billion and net income of approximately AED 6.6 billion, with a net debt to EBITDA

ratio of 1.5x. The Group’s revenues between 2019 and 2021 grew at a compound annual growth rate (CAGR) of

2.0%. The Company intends to pay dividends twice each fiscal year after the Offering in April and October of

each year. The Group expects to pay a minimum dividend amount of AED 6.2 billion per annum, over the next

five years (October 2022- April 2027). Additionally, DEWAs growth is further supported by a number of factors:

• Positive tailwinds and market fundamentals of the UAE and Dubai

• Large scale fully integrated Infrastructure
• Highly Innovative operations with a renowned management team
• Sustainable business model with strong ESG management and strategies and operations aligned with
the UN SDGs
• Unprecedented green growth opportunities with a clear roadmap for the future

7. How has DEWA been performing financially?

As at 31 December 2021, the Group had revenues of approximately AED 23.8 billion (comprised over 95% of
regulated or contracted revenues), adjusted EBITDA of approximately AED 12.1 billion and net income of
approximately AED 6.6 billion, with a net debt to EBITDA ratio of 1.5x. Of the Group’s 2021 revenues , 9% of
revenues was from Empower, and 5% of revenues were from the Group’s IPPs. The Group’s total investment
in gross property, plant and equipment, as at 31 December 2021 was around AED 201 billion.

8. How much of DEWA is intended to be listed?

The Government of Dubai is intending to sell a 6.5% stake in DEWA or 3.25 billion shares. The Government of

Dubai reserves the right to increase the size of the Offering at any time prior to the end of the subscription at

its sole discretion and subject to SCA approval.

9. What is the institutional versus retail allocation breakdown?

The Professional Investor Offering (Second Tranche) represents 90% of the total shares offered. The UAE Retail

Offering (First Tranche) will represent 8% of the total shares offered, with the remaining 2% allotted to the

DEWA Eligible Employee Offering (Third Tranche). The Government of Dubai may increase the size of the retail

tranche at any time prior to the end of the subscription period, subject to the applicable laws and the approval

of the Securities and Commodities Authority (“SCA”) of the UAE.

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 3

10. What will the proceeds of the IPO be used for?
The Offering is being conducted, among other reasons, to allow the Selling Shareholder to sell part of its

shareholding, while providing increased trading liquidity in the Shares, raising the Group’s profile with the

investment community and supporting the Government’s broader ambitions to further develop local capital

markets and [deploy]/[recycle] capital into other segments of the local economy.

11. Which exchange is DEWA listing on?

DEWA will be listing its shares on the Dubai Financial Market (DFM).

12. Is the transaction Shari’a-compliant?

The chairman and executive member of the Internal Sharia Supervision Committees of Emirates NBD PJSC and

HSBC Bank Middle East Limited have issued (or are expected to issue) pronouncements confirming that, in their

view, the Offering is compliant with Shariah principles. Investors may not rely on these pronouncements and

should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.

13. Who is eligible to subscribe to the IPO?

The IPO has been structured around three tranches as defined below.

Please note that any and every subscriber must hold a DFM NIN and a bank account number in order to be

eligible to apply for Offer Shares, irrespective of the tranche they subscribe through.

Please read the Prospectus in full as made available here www.dewa.gov.ae/ipo for the full criteria details.

• First tranche: Individual subscribers & Other Investors

• Second tranche: Professional Investors (as defined in the SCA Board of Directors’ Chairman Decision

No.13/R.M of 2021 (as amended from time to time))

• Third tranche: DEWA Eligible Employees

For eligibility criteria, please refer to the DFM Prospectus.
14. How will the subscription process work?
For information on the subscription process for DEWA’s IPO, please visit the DEWA IPO webpage here

www.dewa.gov.ae/ipo .

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 4

15. When can I invest in DEWA and when do subscriptions close?
Subscriptions open on 24 March 2022 and will close, for UAE Retail investors investing through the First Tranche

and Third Tranche, on 02 April 2022. The subscription period for the Second Tranche starts on 24 March 2022

and will close on 5 April 2022. The final pricing will be announced on 06 April 2022 and a notification regarding

the final allocation will be sent to Subscribers in the First and Third Tranche via SMS by 11 April 2022.

DEWA expects to complete its listing on the DFM on 12 April 2022.

16. Would you consider selling more shares at a later stage?

DEWA and the Government of Dubai’s focus is on completing this initial public offering. In addition, the shares

held by Government of Dubai following completion of the Offering shall be subject to a lock-up which starts on

the date of listing and ends six months thereafter.

17. When do you expect to begin trading?

DEWA is expected to list on 12 April 2022.

18. What is the price per share?

The final offer price and the final offering size will be announced on 06 April 2022.

19. Are new shares being issued by the Company or are the existing shareholders’ selling shares?
A total of 3.25 billion shares, equivalent to 6.5% of DEWA’s existing shares, will be offered, with the Selling

Shareholder reserving the right to increase the size of the Offering at any time before pricing of the Offering,

subject to applicable laws and approval of SCA.

20. What is DEWA’s dividend policy?

The Company intends to pay dividends twice each fiscal year after the Offering in April and October of each year.

The Group expects to pay a minimum dividend amount of AED 6.2 billion per annum, over the next five years

(October 2022- April 2027). For the avoidance of doubt, the Company expects to pay a first dividend payment

of AED 3.1 billion after the Global Offering, for the second half of 2022, by October 2022. This dividend policy

is designed to reflect the Group’s expectation of strong cash flow and expected long-term earnings potential,

while allowing the Group to retain sufficient capital to fund ongoing operating requirements and continued

investment for long-term growth.

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 5

This dividend policy is subject to consideration of the Board of Directors of the cash management requirements

of the Group’s business for operating expenses, interest expense and anticipated capital expenditures. In

addition, the Group expects that the Board of Directors will also consider market conditions, the then current

operating environment in the Group’s markets, and the Board of Directors’ outlook for the Group’s business.

21. What documents to I need to apply for shares?

Investors need a DFM National Investor Number (NIN) to subscribe to the IPO.

Please refer to the DFM Prospectus to know the documents accompanying Subscription Applications

22. How do I register for a DFM Investor Number (NIN) to subscribe to DEWA’s IPO?
The following channels can be used to apply for a DFM Investor Number:

DFM App For Individual Investors only

(excluding minors below age 21)

eServices at www.dfm.ae For all Types of Investors

Dubai CSD Desk at DFM Trading For all Types of Investors

Floor Timings: Mon-Thu (8:30 am – 3:00 PM) & Fri

(8:30am-12:30pm)

Licensed Brokerage Firms at DFM For all Types of Investors

Please refer to the DFM website for information on the process of registering for a NIN at www.dfm.ae or access

the DFM FAQs at http://www.dfm.ae/docs/en/faqs/eipo

23. How can I subscribe for shares in DEWA’s IPO?

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 6

For information on the subscription process for DEWA’s IPO, please visit the DEWA IPO webpage here

www.dewa.gov.ae/ipo

24. How do I place a subscription through a receiving bank?

Please visit the DEWA IPO webpage here www.dewa.gov.ae/ipo for receiving bank details for further

information.

25. When will I know how many shares I will receive?

A notification regarding the final allocation for the subscribers in the first and third tranche will be sent via SMS

by 11 April 2022.

26. If I do not receive the full amount of shares I subscribed to, how will I be refunded?
Within five (5) working days of the Closing Date of the Second Tranche, the Offer Shares shall be allocated to

Subscribers and, within five (5) working days of such allocation, the surplus subscription amounts, and any

accrued profit resulting thereon, shall be refunded to Subscribers in the First Tranche and the Third Tranche

who did not receive Offer Shares, and the subscription amounts and any accrued profit resulting thereon shall

be refunded to the Subscribers in the First Tranche and the Third Tranche whose applications have been rejected

for any of the above reasons.

The surplus amount and any accrued profit thereon are returned to the same Subscriber’s account through which

the payment of the original application amount was made. In the event payment of the subscription amount is

made by certified bank cheque, these amounts shall be returned by sending a cheque with the value of such

amounts to the Subscriber at the address mentioned in the subscription application.

The difference between the subscription amount accepted by the Company and the Selling Shareholder for a

Subscriber, if any, and the application amount paid by that Subscriber will be refunded to such Subscriber,

pursuant to the terms of the DFM Prospectus.

27. Will there be any restrictions for selling my shares following the listing?
There will be no implementation of a lock-up period or restrictions on the sale of shares following the listing.

28. Who should individual investors contact with any additional questions?

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 7

For more information, please call DEWA's dedicated IPO Call Centre on 800 3392476 (800 DEWA IPO).

ESG
29. How is DEWA committed to Environmental, Social and Corporate Governance (ESG)?
ESG is at the core of DEWA’s business model and priorities and the Group has aligned its strategy and operations

with the United Nations Sustainable Development Goals. DEWA has a strong governance framework in place

based on four main pillars of trust, accountability, transparency, and fair practices. It has established a board-

level ESG Committee which is responsible for overseeing ESG matters including the Climate Change and

Sustainability Department.

DEWA plays a key role in Dubai’s green energy transition process, with the green energy transition forming a

central pillar of the Group’s strategic direction. The Group already generates the highest proportion of energy

from renewable sources in the region, as compared to other regional utility companies. DEWA supports the

Dubai Net Zero Carbon Emissions Strategy 2050 and is well-aligned to the Dubai Clean Energy Strategy 2050,

which aims to provide 100% of Dubai’s energy production capacity from clean energy sources by 2050. For more

information around DEWA’s ESG-related achievements, please refer to the DEWA ESG Approach section of the

DEWA IPO webpage here www.dewa.gov.ae/ipo

30. How is DEWA contributing to the UAE’s net zero by 2050 initiative?
DEWA supports the Dubai Net Zero Carbon Emissions Strategy 2050 and is well-aligned to the Dubai Clean

Energy Strategy 2050, which aims to provide 100% of Dubai’s energy production capacity from clean energy

sources by 2050. As Dubai’s exclusive provider of electricity and potable water to over 1 million customers,

DEWA is a key part of Dubai’s economic growth story and is at the heart of the Emirate’s energy transition.

Strategy and outlook for DEWA

31. How is DEWA going to grow the business?

Positive tailwinds and market fundamentals support DEWA’s future growth.

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 8

Dubai is a vibrant economy that has undergone a massive, fast-tracked transformation over the last few decades.

Dubai has successfully diversified its economy with limited reliance on commodities (~1% of GDP), and real GDP

is expected to show resilient growth of approximately 3% over the coming year.

DEWA provides its services to c.3.5 million Dubai residents and the Emirate’s active daytime population of over

4.7 million, which are expected to reach 5.8 million and 7.8 million respectively by 2040, driven by far-reaching

economic transformation programmes such as Dubai’s 2040 Urban Master Plan and Dubai’s Clean Energy

Strategy 2050, and Dubai’s Net Zero Carbon Emissions Strategy 2050.

Furthermore, DEWA supports the Dubai Net Zero Carbon Emissions Strategy 2050 and is well-aligned to the

Dubai Clean Energy Strategy 2050, which aims to provide 100% of Dubai’s energy production capacity from

clean energy sources by 2050.

All these factors lead us to believe in the growing demand for energy and water in Dubai. DEWA will continue to

spearhead the infrastructure development required to implement the government’s ambitious energy transition

and growth targets.

32. Is DEWA contemplating expanding beyond Dubai?

There are no plans for DEWA to expand outside of Dubai at the moment. Select investments in district cooling

may be considered outside of Dubai on a case-by-case basis.

© BRUNSWICK GROUP 2022 | CONFIDENTIAL | 9