Further disclosures

Declarations based on Corporate Governance Regulations (CGR)

Non‑implemented provisions of the CGR

The Company has implemented all applicable mandatory provisions contained in the Corporate Governance Regulations issued by the CMA, except the provisions noted below.

Declarations on the non‑applicable provisions that must be mentioned under Article 87 of the CGR:

The Board of Directors of the Company declares the following:

• Article 87 (9): there are no punishments, penalty, precautionary procedure or preventive measure imposed on the Company by the Authority or any other supervisory, regulatory or judiciary authority.
• Article 87 (12): there are no recommendations of the Audit Committee, which is conflicted with the Board's decisions, or which the Board has refused to take on the appointment and removal of the Company's auditor, the determination of its fees, the evaluation of its performance or the appointment of the internal auditor, the reasons for those recommendations, and the reasons for not adopting them.
• Article 87 (21): there is no inconsistency with the standards approved by the Saudi Organisations for Certified Public Accountant.
• Article 87 (25): there is no interest in a class of voting shares held by persons (other than the company’s Directors, Senior Executives and their relatives) who have notified the company of their holdings pursuant to Article 67 of the Rules on the Offer of Securities and Continuing Obligations.
• Article 87 (26): there are no interests, contractual securities or rights issue of the Board members, Senior Executives and their relatives on shares or debt instruments of the Company or its affiliates.
• Article 87 (28): there are no convertible debt instruments, contractual securities, preemptive right or similar rights issued or granted by the Company during the fiscal year 2024.
• Article 87 (29): there are no conversion or subscription rights under any convertible debt instruments, contractually based securities, warrants or similar rights issued or granted by the Company.
• Article 87 (30): there is no redemption, purchase or cancellation by the Company of any redeemable debt instruments.
• Article 87 (35): there is no arrangement or agreement under which a Director or a senior Executive of the Company has waived any remuneration.
• Article 87 (36): there is no arrangement or agreement under which a shareholder of the Company has waived any rights to dividends.
• Article 87 (38): there are no investments made or any reserves set up for the benefit of the employees of the Company as of December 31, 2024.
• Article 87 (40): the external Auditor's report for the year ended December 31, 2024, did not contain any reservations on the financial statements of the Company for the year then ended.
• Article 87 (41): there was no recommendation to replace the External Auditor before the end of its term.

The Board of Directors of the Company hereby declares that:

• The accounting records were properly prepared.
• The system of internal control is sound in design and has been effectively implemented.
• There are no doubts on the Company’s ability to continue business.

Related Party transaction including transaction which a Director of the company, a Senior Executive or any person related to any of them is or was interested

The Company enters into a number of related party transactions to support its ordinary course of business as it pertains to its field and industry. All related party contracts are on an arm’s‑length basis and contain no preferential terms and conditions.

During the course of 2024 the Company entered into a total of eleven (11) transactions of which nine (9) are related party transactions for ACWA Power. The supporting documents for each transaction were meticulously examined. All the Related Party Transactions were formally presented to the Board Audit Committee for thorough assessment and subsequent review prior presented to the Board for approval.

In order to maintain full transparency with respect to such transactions, the Company is listing related party transactions as of December 31 2024 as set out below:

Agreements and Transactions with Saudi National Bank and Riyad Bank

Transaction #1

The business and contracts concluded between the Company and Saudi National Bank (“SNB”) in which the member of the Board of Directors, Mr. Abdullah Al‑Rowais, has an indirect interest. This is for the issuance of corporate guarantees for the PIF 4 Projects (namely: Haden) for the equity bridge loan of (110,205,267.48) USD. There are no preferential terms in these Businesses and contracts. These business and contracts are considered a transaction with a related party.

Transaction #2

The business and contracts concluded between the Company and Riyadh Bank in which the member of the Board of Directors, Mr Omar Almadhi, has an indirect interest. This is for the Issuance of corporate guarantees for the PIF 4 Projects (namely: Haden, Muwayh, and Al Khushaybi) for the equity bridge loan of USD (440,018,483.13). There are no preferential terms in these businesses and contracts. These businesses and contracts are considered a transaction with a related party.

Transaction #3

The business and contracts concluded between the Company and Saudi National Bank (“SNB”) and Riyadh Bank in which the members of the Board of Directors, Mr. Abdullah Al‑Rowais, and Mr. Omar Almadhi, respectively, have an indirect interest. This is for providing a guarantee for Taibah 1 project with an amount of (24,390,914) USD to lending institutions including SNB and Riyadh Bank. There are no preferential terms in these Businesses and contracts. These business and contracts are considered a transaction with a related party.

Transaction #4

The business and contracts concluded between the Company and Saudi National Bank (‘SNB’) and Riyadh Bank in which the members of the Board of Directors, Mr. Abdullah Al-Rowais, and Mr. Omar Almadhi, respectively, have an indirect interest. This is for providing a guarantee for Qassim 1 project with an amount of (24,695,072) USD to lending institutions including SNB and Riyadh Bank. There are no preferential terms in these Businesses and contracts. These business and contracts are considered a transaction with a related party.

Agreements and Transactions with SNB Capital Company

Transaction #5

The business and contracts concluded between the Company and SNB Capital Company in which the member of the Board of Directors, Mr. Abdullah Al Abduljabbar, has an indirect interest. This is for providing a financial advisor and other services for the Right Issues and coverage services, with an amount paid at the company’s discretion in case of successful offering. The total of these amounts does not exceed 10,000,000 Saudi Riyals. There are no preferential terms in this business and contracts. This business and contracts are considered a transaction with a related party.

Agreements and Transactions with Centre of Governance

Transaction #6

The business and contracts concluded between the Company and Centre of Governance. This is for providing training for the board of affiliate companies. With an amount of 1 3,250. There are no preferential terms in this business and contracts. This business and contracts are considered a transaction with a related party.

Transaction #7

The business and contracts concluded between the Company and Center of Governance. This is for providing training for two members of the Board Secretary team. With an amount of 1 28,750. There are no preferential terms in these businesses and contracts. These businesses and contracts are considered a transaction with a related party.

Agreements and Transactions with Saudi Electricity Company

Transaction #8

The business and contracts concluded between the Company and Saudi Electricity Company. This is for signing Power Purchase Agreement (‘PPA’) with Saudi Electricity Company. With an amount of (1 15,000,000,000) related to (2) large-Scale Combined Cycle Gas Turbine (‘CCGT’) Power Plants, namely Rumah-1 and Al-Nairyah-1. There are no preferential terms in these businesses and contracts. These business and contracts are considered a transaction with a related party.

Transaction #9

The business and contracts concluded between the Company and Saudi Electricity Company. This is for signing Shareholder Agreement with Saudi Electricity Company for Taibah 1 and Qassim 1 projects. There are no preferential terms in these businesses and contracts. These busi1nesses and contracts are considered a transaction with a related party.

Agreements and Transactions with Badeel Company

Transaction #10

The business and contracts concluded between the Company and Badeel Company. This is for the signing of the power purchase agreement by the two companies with the Saudi Power Procurement Company for The Haden, Muwayh and Al Khushaybi projects, with an amount of (1 12,300,000,000). There are no preferential terms in these Businesses and contracts. These businesses and contracts are considered a transaction with a related party.

Agreements and Transactions with Saudia Group

Transaction #11

The business and contracts concluded between the Company and and Saudia Group in which the Vice Chairman, Mr. Raad Al Saady and the member of the Board of Directors Mr. Ahmed Alhakbani, have an indirect interest. This is for signing a non-binding Memorandum of Understanding (MOU) for search provisioning Synthetic SAF in KSA. There are no preferential terms in these businesses and contracts. These businesses and contracts are considered a transaction with a related party.

Competing Interest

There was no competing interest reported during the year 2024.

Shareholder information

Ownership

As of 31 December 2024, the Company had an issued and paid‑up share capital of 1 7,325,619,280 consisting of 732,561,928 shares of 1 10 par value per share. To the right are the substantial shareholders of the Company as at December 31, 2024 with an ownership of 5% or more of the issued shares.

Ownership of Board members and Senior Executives

Below illustrates shares of the company held by Board members as of 31 December 2024 and any changes to their holding during 2024. There were no arrangements by which any of the Board members waived any salary compensation.

Treasury Shares

The number of treasury shares as of December 31, 2024, is 354,567 shares, all of which are allocated to the long-term employee stock incentive programme.

General Assembly Meetings

During the year 2024, the Company held one (1) General Assembly meeting. All meetings were attended by the Chairman and members of the Board of Directors, with absentees as noted in the table below.

Share price performance

Dividend policy

Pursuant to Article 9(c) of the Corporate Governance Regulations, each Shareholder acquires the rights attached to the Company’s Shares, including the right to receive a portion of the dividends declared. The declaration and payment of any dividends will be recommended by the Board before being approved by the shareholders at a General Assembly meeting. The Company is under no obligation to declare a dividend and any decision to do so will depend on, amongst other things, the Company’s historic and anticipated earnings and cash flow, financing and capital requirements, market and general economic conditions, the Company’s zakat position as well as legal and regulatory considerations. The distribution of dividends is subject to restrictions under financing agreements and any other project agreements to which the Company is a party from time to time (noting that as at December 31, 2024, there are no restrictions on the distribution of dividends according to the agreements entered by the Company), as well as certain limitations contained in the Bylaws (please refer company website for the Bylaws). If declared, dividends will be paid in Saudi Riyals.

According to Article 51 of the Bylaws, the Company’s annual net profits shall be allocated, after deducting all general expenses and other costs, and after setting aside the reserves necessary to cover the investment losses and obligations, as deemed necessary by the Board, as follows:

• zakat amounts payable by the Shareholders will be calculated and paid by the Company to the relevant authorities;
• following the zakat deductions, 10% will be set aside for the statutory reserve, provided that the General Assembly may stop such allocation once the statutory reserve reaches 30% of the Company’s paid‑up share capital;
• the General Assembly may, upon the Board’s recommendation, set aside 1% of the net profits for the Company’s voluntary reserve(s) established for specific purposes;
• the General Assembly may establish other reserves provided it is in the interest of the Company or it guarantees to the extent possible distribution of fixed dividends to the Shareholders. The General Assembly may also set aside certain amounts to establish or contribute to social union corporations for the Company’s employees;
• following the above, dividends will be distributed to the Shareholders in an amount not less than 1% of the Company’s paid up share capital. Also, the General Assembly may, upon the Board’s recommendation and as it sees fit, distribute further dividends; and
• if the Company suffers losses, such losses may be carried forward to the following financial year and no profits shall be distributed until the losses are completely recovered.

On 28 February 2024, the Board of Directors resolved to recommend to the General Assembly a cash distribution of SAR 0.45 per share and a non‑cash bonus share distributions of 1 share for every 500 shares owned. The hybrid distribution took into consideration the Company's position in optimising its cash utilisation for growth, while also maintaining the IPO guideline on the annual distribution growth rate of 6‑9% between 2021 to 2023, with the aggregate imputed value of 2023 cash and non‑cash distribution being higher than the IPO guideline. The proposed dividends and bonus share distributions were approved by the Shareholders at the General Assembly meeting held on 29 April 2024. The bonus shares were deposited on 2 May 2024, and the dividends were paid on 13 May 2024.

The table below sets out a summary of the cash dividends declared by the company during the financial years ending December 31, 2021, 2022 and 2023 along with the ratio of dividends to the net profit attributable to the equity holders of parent:

Number of requests by the Company of the Shareholders' records in 2024:

Description of the main scope of business of the Company and its affiliates.

ACWA Power Company (the ‘Company’ or ‘ACWA Power’ or the ‘Group’) is a Saudi joint stock company established pursuant to a ministerial resolution numbered 215 dated 2 Rajab 1429H (corresponding to 5 July 2008) and is registered in Riyadh, KSA, under commercial registration number 1010253392 dated 10 Rajab 1429H (corresponding to 13 July 2008G). The Company’s Head Office is located at Exit 8, Eastern Ring Road, Qurtubah District, P.O. Box 22616, Riyadh 11416, KSA.

The Company’s main activities are the development, investment, operation and maintenance of power generation, water desalination and green hydrogen production plants and bulk sale of electricity, desalinated water, green hydrogen and/or green ammonia to address the needs of state utilities and industries on long term, off-taker contracts under utility services outsourcing models in KSA and internationally.

The Company operates in accordance with its business model of Develop‑Invest‑Operate‑Optimise within the framework of its strategy to reliably and responsibly deliver power and water at low cost in Saudi Arabia and other international markets in which the Company chooses to operate. Adding new projects or partial or full disposal of its existing businesses is ordinary course of business for the Company.

Description of the Company’s significant plans and decisions (including changes to the structure, expanding the Company’s operations or halting them) and the future expectation

ACWA Power is committed to renewable energy and green hydrogen, aligning closely with Saudi Vision 2030, and develops large-scale renewable projects, with renewables comprising 50.4%, as of 31 December 2024, of its total generation capacity and aiming for 70% by 2030 and net zero emissions by 2050. Its pioneering initiatives, including the NEOM Green Hydrogen Company, position it as a leader in utility-scale hydrogen facilities globally.

The strategy emphasises sovereign-backed, high-growth markets, particularly in developing economies, which offer favourable policies, resource abundance, and significant population growth. With operations heavily concentrated in KSA, accounting for 61% of its power capacity, ACWA Power continues to expand in the Middle East, Africa, Central Asia, Southeast Asia, and China. As part of its ambitious growth plans, the Company aims to increase its assets to a project cost value of USD 250 billion by 2030.

Technological and operational excellence underpin the Company's approach, leveraging cutting‑edge innovation to optimise asset performance and reduce costs. For example, the Company was able to reduce water desalination tariffs by 58% since 2009 due to the innovative application of available technologies as well as its effective implementation of digitalisation and artificial intelligence to enhance operational efficiency and predictive maintenance, ensuring long‑term sustainability.

Advanced monitoring systems further optimise resource utilisation and mitigate environmental impacts. This comprehensive strategy ensures scalability, adaptability, and alignment with global sustainability objectives, supported by robust government partnerships and innovative financing models.

Local communities

Supporting local content

ACWA Power has been one of the leaders in advancing local content in KSA and remains committed to driving this support forward in the future. In 2024, the local content strategy was approved which establishes the framework that will enable ACWA Power to consolidate and extend its leadership in local content.

The strategy outlines monitoring and improving ACWA Power’s audited local content score, develop a clear approach to localisation along with a structured supplier development programme that capture, qualify and develop local suppliers across ACWA power projects (construction and O&M). Implementation of local content policy and strategy will lead ACWA Power to achieve higher local content targets and enhance operational efficiency at an entity level and in projects. Approximately 60% of ACWA Power’s active projects are in KSA. The estimated local content score for ACWA Power in KSA in 2024 is around 45%. This covers local content across goods and services, labour, training, R&D and decarbonisation in KSA.

Contributing to our communities

ACWA Power continues to contribute to the communities in which it operates by investing in local talents, mitigating climate risk, and answering to the immediate local community needs.

In 2024, the CSR Policy was approved which establishes the framework that will enable ACWA Power to enhance its social impact and extend its social footprint through social investment.

We continue to support the communities through various initiatives in alignment with our three focus areas:

1. Future Generation,
2. Climate Action,
3. Community Resilience.

In the area of Future Generation, ACWA Power has signed an agreement with Saudi Arabia's Social Development Bank to establish a sustainable impact financing portfolio within ACWA Power’s corporate social responsibility programme. This partnership represents an innovative model for directing ACWA Power’s corporate social responsibility allocations towards achieving sustainable economic and social development. The agreement includes establishing a business incubation and financing programme dedicated to supporting KSA entrepreneurs in the solar retail sector, which will contribute to creating sustainable job opportunities in line with national goals to support increased investment in renewable energy.

In the area of Climate Action, ACWA Power has signed an agreement with CORDAP Foundation on enhancing coral conservation through research, training and awareness. This includes funding research projects and conducting comprehensive scoping reviews to expand knowledge. The collaboration will establish the Coral Academy, a joint venture with the Energy & Water Academy (EWA). This academy will offer enhanced learning and training programmes for practitioners and ambassadors, including an interactive roadshow to raise public awareness about the significance of coral reefs and the threats they encounter. By supporting and expanding existing and new initiatives, CORDAP aims to significantly contribute to coral conservation, resilience, adaptation, and restoration efforts globally.

In the area of Community Resilience, ACWA Power has signed an agreement with Sekaya Foundation under the patronage of MEWA to ensure sustainable access to water in water‑stressed area for more than 1,500 households in Wadi Hajar, situated in Rabigh governorate in Makkah region.

Social contribution

The social contribution of ACWA Power has increased as the Company has grown, and in recognition of the fact that local communities share in the Company’s success.

ACWA Power's flagship project is the Energy & Water Academy, which is a landmark powerhouse that provides technical training in renewable energy and water desalination for youth in KSA. By supporting the establishment of female students' accommodation and expanding the workshops to allow the enrolment of up to 1,500 students (per annum), the academy has been granted a licence to operate globally from the Saudi Ministry of Foreign Affairs and the Ministry of Education.

ACWA Power has also sponsored Shirin College in Uzbekistan to develop a transformation programme in partnership with EWA which resulted in the school being upgraded to be a college by presidential decree, which is a significant development to ensure KSA's commitment to train national talents in Uzbekistan.

CSR spending

During the year 2024, the company has contributed 1 21.9 million for various initiatives in KSA (2023: 1 10.4 million). In addition, the Company has contributed 1 13.9 million to various countries including Uzbekistan, Morocco, Egypt, Jordan, Azerbaijan, South Africa and UAE. This is primarily to support future generations which constitute 56% of CSR spending.

Tree planting in 2024

In alignment with the Saudi Green Initiative, ACWA Power, in partnership with MEWA and NCVC, embarked on a five‑year strategic initiative to cultivate one million trees across Saudi Arabia by 2030. This ambitious endeavour serves a dual purpose: firstly, to contribute significantly to environmental restoration and combat desertification; and secondly, to offset carbon emissions in support of the company’s ambitious Net Zero commitment by 2050.

Risk

Risk Management policy and framework

The Group has developed a robust Enterprise Risk Management (ERM) policy and framework, based on the risk appetite statements approved by the Board of Directors, which aligns with the principles delineated in ISO 31000. This holistic approach to risk management ensures the systematic identification, assessment, treatment, and monitoring of risks across all tiers of the organisation. The ERM policy epitomises the Group’s dedication to integrating risk management into its strategic decision‑making processes, operational procedures, and corporate culture.

The ERM policy provides guidance and sets the tone from the Board regarding management of risks, to support the achievement of Group’s targets, objectives, the protection of staff and assets, and ensures financial sustainability.

Central to the ERM framework is the delineation of clear roles, responsibilities, and accountability structures, fostering effective risk management throughout the organisation. This includes designating risk owners and establishing communication channels to ensure timely and coordinated risk response.

Business development

All business development projects go through a gated approval process by the Management Investment Committee (MIC) and the Board Executive Committee (BEC). Project‑related market, technical, legal and financial risks are reviewed for the required risk‑adjusted return.

The risk management team independently reviews the evaluated risks, as a step in the approval process. Residual risks are summarised in the form of a risk matrix with potential mitigations. Sensitivities are analysed for critical bid assumptions and related risks. All key risks are quantified, where feasible, in terms of rate of returns, and graphically presented, including potential upsides as well. This provides reasonable assurance on the project’s risk profile and ensures informed decision‑making by the management, the BEC and the Board. This process covers all investments (greenfield, brownfield and acquisitions), divestments, and changes in offtake agreements, if and when applicable.

The Company mandates that each investment is in compliance with the Board‑approved Risk Appetite Statement (RAS) and Investment Principles. In line with the requisites of RAS, any breaches are presented to BEC for approval, before proceeding with further bid process.

Construction

The Company’s strategic approach to construction risk management is rooted in its commitment to developing scalable investment platforms and maintaining a technologically and geographically diversified portfolio. As the risk landscape continues to evolve, particularly with a large number of projects currently under construction, the Group has implemented a comprehensive risk management framework to ensure resilience and success across its project portfolio.

Central to this approach is the proactive identification, assessment, and mitigation of potential threats throughout the project lifecycle. The Group remains actively engaged with its EPC contractors, encouraging thorough risk assessments that quantify financial impacts, potential schedule delays, quality issues, health and safety concerns, and reputational risks. This collaborative process, combined with the Group’s centralised expertise, enables the construction oversight team to gain critical insights and act decisively. By focusing on these key elements, the Group not only enhances its ability to deliver projects on time and within budget but also maintains its competitive edge in the dynamic construction industry. This strategy ensures that the Group remains resilient and well‑positioned to capitalise on opportunities while effectively managing the complexities inherent in its diverse project portfolio.

Operations

The Group uses the centralised expertise of NOMAC, a 100% owned O&M subsidiary of ACWA Power, to optimise the operation and maintenance of our fleet of assets, which are diversified in technology and geography, and this ensures effective management and mitigation of risks associated with operational safety and reliability of supply.

Contractual risks are managed through an effective contract compliance and tracking mechanism. Operational risks are managed through robust operational and maintenance procedures, including digitised condition monitoring and prediction. Supply and price risks are managed by a comprehensive and efficient global supply‑chain management. In addition, the Group also plays a direct role in selecting its partners, contractors and technology for its projects to ensure an optimal solution for the project while reducing the overall exposure (directly or indirectly) to identified risks.

Material differences in the operational results compared to the preceding year’s results, along with any expectations announced by the company

Financial Information

Information on ACWA Power’s total indebtness as at December 31, 2024, is as follows:

Geographic analysis of the Group’s revenue from continuing operations

Please refer to note 36 of the year‑end 2024 consolidated audited financial statements of the Company. All amounts in 1 ’000.

Debt instruments issued by the Company and Company's subsidiaries

Please refer to note 16 of the year‑end 2024 consolidated audited financial statements of the Company.

1. On 14 June 2021, the Group issued an Islamic bond (Sukuk) amounting to 1 2,800.0 million at par (sak) value of 1 1 million each, without discount or premium. Furthermore, on 2 February 2023, the Group completed the issuance of 1 1,800 million Sukuk under its 1 4,600 million Sukuk issuance programme. The Sukuk issuance bears a return based on Saudi Arabia Interbank Offered Rate (‘SIBOR’) plus a pre-determined margin payable quarterly in arrears. The Sukuk will be redeemed at par on its maturity i.e., 7 years from the date of the issuance with a call option (only on the second tranche) effective on or after 5 years from the issuance date.
2. In May 2017, the Group (through one of its subsidiaries, APMI One) issued bonds with an aggregate principal of USD 814.0 million (1 3,052.5 million). The bonds carry a fixed rate of interest at 5.95% per annum due for settlement on a semi‑annual basis. The bonds’ principal is due to be repaid in semi‑annual instalments which commenced from June 2021, with the final instalment due in December 2039. The bonds are collateralised by cash flows from certain equity accounted investees and subsidiaries of the Group. During the year ended 31 December 2022, ACWA Power has partially bought back bonds amounting to USD 400.7 million (equivalent to 1 1,502.7 million) at a discount. The Group recognised a gain of 1 74.8 million in the year ended 31 December 2022 on the buyback which was net of the proportionate share in the unamortised transaction cost in relation to the bond’s issuance.
3. APCM bond (‘the Notes’) were issued during 2021 with an aggregate principal of USD 166.2 million. The Notes carry an interest at 3.7% per annum and the principal repayments in semi-annual instalments from 31 May 2021, with final instalment due on 27 May 2044. The Notes were issued to refinance an existing long-term facility of one of the Group’s wholly owned subsidiary, Shuaibah Two Water Development Project (‘Shuaibah II’).
4. Borrowings by project companies are primarily secured against underlying assets (i.e., plant, machinery and equipment – note 5) of the respective project companies, except borrowings that are with recourse to the Group amounting to 1 4,045.9 million as of 31 December 2024 (31 December 2023: 1 3,348.6 million).

Statutory Amounts Paid and Payable