Fertiglobe Completes Landmark IPO on ADX

Press Release

Amsterdam, The Netherlands / 27 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is not a prospectus and not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Canada, Japan, the United Arab Emirates or Australia.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the offering will be made pursuant to, and any investor should make its investment decision solely on the basis of the information that is contained in, the international offering memorandum (the "International Offering Memorandum") published by Fertiglobe plc in connection with the admission of its ordinary shares to trading on the Abu Dhabi Securities Exchange ("ADX"). The International Offering Memorandum is addressed only to certain qualified institutional investors located within certain jurisdictions and is in compliance with the laws and regulations of such jurisdictions.

Fertiglobe Completes Landmark IPO on ADX

• Fertiglobe becomes the first free zone company to list onshore in the UAE, with trading in the shares to commence on the ADX today
• The IPO was oversubscribed more than 22 times in aggregate, and 32 times for the Qualified Investor tranche (excluding cornerstone investors)
• Local and international investor appetite was driven by strong business fundamentals, growth opportunities from emerging demand for clean ammonia and a robust dividend policy
• Dividends are expected to be at least $200 million for H2 2021 and at least $400 million for FY 2022

OCI N.V. (Euronext: OCI) announced that Fertiglobe, the partnership between OCI and Abu Dhabi National Oil Company (ADNOC), will list on the Abu Dhabi Securities Exchange ("ADX") today, becoming the first free zone company to be traded on an onshore stock exchange in the UAE and the third largest ever listing on the ADX. The initial public offering ("IPO"), which raised over $795 million, experienced strong demand from local and international investors, with orders amounting to over $17.4 billion and oversubscription in excess of 22 times in aggregate, and 32 times for the Qualified Investor tranche (excluding cornerstone investors). Fertiglobe's shares will begin trading at AED 2.55, implying a market capitalisation for the Company of $5.8 billion at the time of listing.

Fertiglobe is the world's largest seaborne exporter of urea and ammonia combined, the largest nitrogen fertilizer producer in the MENA region by production capacity, and an early mover in clean ammonia. The strong demand for its shares underscores the attractiveness of its business model, growth opportunities from emerging demand for clean

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ammonia, as well as a robust dividend policy, supported by superior free cash flow conversion capabilities across commodity cycles. Fertiglobe expects to distribute a dividend of at least $200 million for H2 2021 and at least $400 million for FY 2022.

Ahead of the bell ringing ceremony, His Excellency Dr. Sultan Ahmed Al Jaber, UAE Minister of Industry and

Advanced Technology and ADNOC Managing Director and Group CEO, and Fertiglobe Chairman,

commented: "The success of Fertiglobe's IPO, which is the first listing of a free zone company on an onshore stock exchange in the UAE, underscores ADNOC's prominent role in supporting the growth and diversification of the UAE's economy and strengthening Abu Dhabi's increasingly vibrant capital market. With operations across MENA and a global customer base, Fertiglobe's listing is expected to elevate Abu Dhabi and the UAE's status as a key destination for foreign direct investment, in line with the UAE's 'Principles of the 50'. This is another milestone in ADNOC's value creation and maximization strategy, offering domestic and international investors access to growth opportunities in clean ammonia and the emerging hydrogen economy."

His Excellency Mohammed Ali Al Shorafa Al Hammadi, Chairman of ADX, commented: "We congratulate Fertiglobe on the success of their IPO on the Abu Dhabi Securities Exchange. The strong demand for the IPO is a clear indicator of Fertiglobe's position as a market leader in a fast-growingindustry. This is an exciting moment for the nation as Fertiglobe becomes the first free zone company to be traded on an onshore stock exchange in the UAE and the third largest ever listing on the ADX. The listing provides a unique opportunity for investors looking to access the growth driven by the emerging global demand for clean ammonia."

Mr. Nassef Sawiris, Executive Chairman of OCI NV and Vice Chairman of Fertiglobe, added: "The success of our initial public offering and the strong demand for Fertiglobe's shares is another historic milestone for Abu Dhabi and is a great testimony to the success of the ADX as a pre-eminentfinancial hub in the region. We are excited that so many new investors choose to join our journey. We welcome our new shareholders and thank them for their trust in our company and growth strategy. The IPO also reflects the strength of OCI and ADNOC's strategic partnership and we are proud that Fertiglobe can ring in a new chapter for the UAE's economy and stock market and bolster their visibility in the global markets."

Mr. Ahmed El Hoshy, OCI NV CEO and Fertiglobe CEO, commented: "I am pleased that we have achieved this milestone with strong ADGM support given the first-of-its-kindonshore listing for a free zone company and thank all our Fertiglobe employees who made this day possible. Fertiglobe has a track record of delivering solid performance, benefiting from a unique combination of factors including our strategic locations and competitive low- cost position, which support strong free cash flows and attractive dividends. We are excited by emerging opportunities in clean ammonia in the growing hydrogen economy, for which we are ideally positioned. Together with a world-classFertiglobe team and benefiting from strong support from our sponsors, we can look forward to a bright future."

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The Company's debut on the ADX is an indicator of the progress of the UAE's private sector economy, and the growing depth and sophistication of local capital markets - as demonstrated by cornerstone investment agreements with institutions including the Abu Dhabi Pension Fund; GIC, Singapore's sovereign wealth fund; and Inclusive Capital Partners, L.P., a US-based investment adviser.

Saeed Hamad Al Dhaheri, Chief Executive Officer of ADX said: "ADX is proud to help another UAE champion access regional and international investors. Our ADX One strategy, launched at the start of the year, aims to increase market capitalisation by creating more opportunities for investors and by delivering a seamless experience for companies looking to reach new levels of growth. We continue to see investor appetite for Abu Dhabi businesses rise as proven by record levels of investor activity and market capitalisation in 2021. We look forward to supporting Fertiglobe through its next chapter as a listed company and we welcome other free zone companies to explore the benefits of listing on ADX."

The IPO was priced at the middle of its range on 20 October 2021, with the Final Offer Price set by the Selling Shareholders with the objective of providing an attractive investment opportunity for new shareholders. The First Tranche (reserved for UAE Retail Investors) comprised 10% of the total Offer Shares; and the Second Tranche (reserved for local, regional, and international Qualified Institutional Investors) comprised 90% of the total Offer Shares. Listing and start of trading on the ADX will commence at 10:00 AM (UAE time) today, subject to customary closing conditions, under the symbol "FERTIGLB" and ISIN "AEF000901015".

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About OCI N.V.

OCI N.V. (Euronext: OCI) is a leading global producer and distributor of nitrogen and methanol products providing lower carbon fertilizers, fuels, and feedstocks to agricultural, transportation, and industrial customers around the world. OCI's production capacity spans four continents and comprises approximately 16.2 million metric tons per year of nitrogen fertilizers, methanol, biofuels, diesel exhaust fluid, melamine, and other nitrogen products. OCI has more than 3,600 employees, is headquartered in the Netherlands and listed on Euronext in Amsterdam.

About Fertiglobe

Fertiglobe is the world's largest seaborne exporter of urea and ammonia combined, and an early mover in clean ammonia. Fertiglobe's production capacity comprises of 6.7 million tons of urea and merchant ammonia (as at 30 June 2021), produced at four subsidiaries in the UAE, Egypt and Algeria, making it the largest producer of nitrogen fertilizers in the Middle East and North Africa (MENA), and benefits from direct access to six key ports and distribution hubs on the Mediterranean Sea, Red Sea, and the Arab Gulf. Established in 2019 and headquartered in Abu Dhabi, Fertiglobe is a 58/42 partnership between OCI N.V. and the Abu Dhabi National Oil Company (ADNOC). To find out more, visit: www.fertiglobe.com

For additional information contact:

OCI N.V. Investor Relations:	ADNOC Group:
Hans Zayed	Oliver Thompson
Director
Email: [e-mail]	Email:[e-mail]
Tel: [phone]	Tel [phone]
OCI stock symbols: OCI / OCI.NA / OCI.AS

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DISCLAIMER

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Fertiglobe to proceed with the IPO or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Joint Global Coordinators, the Joint Bookrunners and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers and/or agents are responsible for the contents of this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. Investors should not purchase any shares referred to in this announcement except on the basis of information in the International Offering Memorandum published by Fertiglobe in connection with the proposed admission of the shares to listing and trading on the Abu Dhabi Securities Exchange. The IPO and the distribution of this announcement and other information in connection with the IPO in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, the United Arab Emirates or Japan, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of the United States, Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A. There will be no public offer of the securities in the United States or any jurisdiction other than the UAE. Copies of this announcement are not being, and should not be, distributed in or sent into the United States, Australia, Canada, the United Arab Emirates or Japan.

In the European Economic Area (the "EEA"), this announcement and this Offering are only addressed to and directed at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("EU Qualified Investors"). In the United Kingdom, this announcement and this Offering are only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK Qualified Investors"). This announcement must not be acted or relied on (i) in any member state of the EEA, by persons who are not EU Qualified Investors and (ii) in the United Kingdom, by persons who are not UK Qualified Investors. Any securities, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities, and any investment activity, to which this announcement relates (i) in any member state of the EEA is available only to, and may be engaged in only with, EU Qualified Investors; and (ii) in the United Kingdom is available only to, and may be engaged only with, UK Qualified Investors.

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