Fertiglobe Corporate Update

September 2021

Legal Disclaimer

IMPORTANT: Please read the following before continuing. The following applies to this document, which has been prepared by Fertiglobe plc (the "Company") solely for discussion and feedback purposes in relation to the Company and its subsidiaries (together, the "Group") (the "Information") and which should not taken out of context.

The Information is strictly confidential, is in summary form, is solely for discussion and feedback purposes, is subject to updating, revision, amendment, verification, correction, completion and change in its entirety without notice and must not be relied upon for any purpose. It does not purport to contain all information required to evaluate the Company or the Group and/or its financial position. The Information is not an offer to buy or sell securities nor does it constitute a recommendation regarding any securities of the Company or any other member of the Group.

The Information must not be disclosed, taken away, reproduced, redistributed, copied or passed on, directly or indirectly, to any other person or published or used in whole or in part, for any purpose. By accepting to attend the presentation to which the Information relates and access the Information, you agree that you will not distribute, disclose or provide any Information, in any form, to any other person and you agree to be bound by the provisions herein. If this document has been received in error it must be returned immediately to the Company or permanently deleted. Failure to comply with these restrictions may constitute a violation of applicable securities laws.

One of the Company's shareholders has publicly listed and traded securities and members of the Company's other shareholder's group have publicly listed and traded securities and you should therefore consider your legal and regulatory obligations in connection therewith.

This document is not, and should not be construed as, a prospectus or offering document, and has not been reviewed or approved by any regulatory or supervisory authority. The Information does not constitute or form part of, and should not be construed as an offer for sale or subscription of or a solicitation or invitation of any offer to subscribe for or purchase securities of the Company or any other member of the Group or any other entity in any jurisdiction, and nothing contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever and, in particular, it must not be used in making any investment decision.

The Information does not purport to be comprehensive or exhaustive and has not been independently verified. No representation, warranty or undertaking, express or implied, is made by the Company, OCI Fertilizers B.V. ("OCI"), ADNOC Fertilizers - Sole Proprietorship L.L.C ("ADNOC") (OCI and ADNOC being referred to collectively as the "Shareholders") or any of the Company's or the Shareholders' respective affiliates or any of its of their respective directors, officers, employees, advisers or agents ("Representatives") or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness, appropriateness or correctness of the Information or the opinions contained therein or any other statement made or purported to be made or omitted to be made in connection with the Company or the Group (whether written, oral or in a visual or electronic form, and howsoever transmitted or made available), for any purpose whatsoever, including but not limited to any investment considerations. No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Company or the Shareholders or any of their respective Representatives or any other person for any loss, cost or damage howsoever arising (directly or indirectly) from any use of the Information, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith. None of the Company, the Shareholders or any of such person's respective group und ertakings or affiliates or any of their respective members, directors, officers, employees, affiliates or agents or any other person gives any undertaking to provide the recipient with access to any additional information or to update the Information or any additional information or to correct any inaccuracies in the Information which may become apparent.

The Information is subject to updating, revision, amendment, verification, correction, completion and change, in its entirety, without notice. In providing access to the Information, none of the Company, the Shareholders or any of their respective Representatives or any other person undertakes any obligation to provide the attendee or recipient with access to any additional information or to update the Information or to correct any inaccuracies in any such Information, including any financial data or forward-looking statements. The Information should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date thereof. None of the Representatives have independently verified any of the Information. This Presentation contains certain financial measures that are not defined or recognised under IFRS. You should consider non-IFRS financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance reported in accordance with IFRS. The IFRS results reflect all items that affect reported performance and therefore it is important to consider the IFRS measures alongside the non-IFRS measures. Non-IFRS measures are not uniformly defined by all companies including those in the Company's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. These figures are unaudited and unreviewed and could be subject to change. In addition, data in the Presentation regarding the Group's operational performance, includin g certain key operational performance indicators are also not subject to audit or accountant review and could be subject to change.

The Company has not decided finally whether to proceed with a transaction. Such a decision would be taken only after assessing a number of criteria, including feedback and prevailing market conditions. No orders are being taken at this time. Orders could only be placed and accepted during a formal offering period and only after a prospectus or offering circular had been made available. Any decision to purchase ordinary shares in any offering that may or may not be made by the Company should be made solely on the basis of information contained in any prospectus or offering circular that may be published by the Company in final form in relation to any proposed offering and which would supersede the Information in its entirety. If published, any such prospectus or offering circular would include a description of risk factors in relation to an investment in the Company. You should conduct your own independent analysis of all relevant data provided in any prospectus or offering circular and you are advised to obtain independent expert advice as to the legal, tax, accounting, financial, credit and other related aspects before making any investment decision.

The Information may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, the Company's beliefs, intentions and current targets/aims concerning, among other things, the Company's or the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward- looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of the Company's or the Group's markets; the impact of regulatory initiatives; and th e strength of the Company's or any other member of the Group's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in the Information are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records (and those of other members of the Group) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control and there can be no assurances that any forward -looking statements will be realised, and actual results may be higher or lower than those indicated. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No representation or warranty is made that any of these forward-looking statements or forecasts will be met or achieved. Undue reliance should not be given to, and no reliance should be placed on, any forward -looking statement. No statement in the Information is intended to be nor may be construed as a profit forecast.

To the extent available, the industry, market and competitive position data contained in the Information come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. This document includes market share and industry data obtained by the Company from industry publications and surveys, including an industry report prepared by Phillip Townsend Associates, Inc and Argus Media Limited. The Company may not have access to the facts and assumptions underlying the numerical data, market data and other information extracted from these sources. As a result, neither the Company nor its Shareholders or any of its or their respective advisors, representatives, affiliates, directors, officers, employees or agents are able to verify such numerical data, market data and other information, and assume no responsibility for the correctness of any market share or industry data or other information included in this document or provided at the presentation. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, none of the Company, the Shareholders or any of their respective Representatives has independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Information come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company and the other members of the Group operate. While the Company believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change and correction in their entirety without notice. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in the Information.

The Company does not expect or intend to register any securities that it may offer under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or to conduct a public offering of any securities in the US and the securities of the Company ha ve not been and will not be registered under the Securities Act and any such securities may not be offered or sold in the United States absent registration under that Act or an available exemption from it. Any public offering of such securities in the United States would require the publication of a prospectus by the Company containing detailed information about the Company and its management, as well as the Company's financial statements. Neither this document nor any copy of it may be taken, distributed or transmitted, directly or indirectly, into the United States (except to a limited number of qualified institutional buyers as defined in Rule 144A under the Securities Act), Australia, Canada or Japan or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with these restrictions may constitute a violation of United States, Canadian, Australian or Japanese securities laws. This document is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe any such restrictions.

The Information is only addressed to and directed at persons in member states of the European Economic Area (each a "Relevant State") who are "qualified investors" within the meaning of Article 2(e) the Prospectus Regulation (Regulation (EU) 2017/1129)(the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, the Information is being distributed only to, and is directed only at, qualified investors within the meaning of Regulation 2(e) of the UK version of the Prospectus Regulation, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended and supplemented ("UK Qualified Investors"). The securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Qualified Investors and UK Qualified Investors. The Information must not be acted on or relied on (i) in the United Kingdom, by persons who are not UK Qualified Investors, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the Information relates is available only to or will be engaged in only with persons, (i) in the United Kingdom, who are UK Qualified Investors, and (ii) in any Relevant State, who are Qualified Investors.

The Information is for distribution to and addressed to and directed at only persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This is not a prospectus and no prospectus will be produced in respect of the offering pursuant to the Prospectus Regulation or the UK version of the Prospectus Regulation or Financial Services and Markets Act 2000.

By accessing or reading a copy of the Information you agree to be bound by the foregoing limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that (i) you have read, accept and agree to comply with the contents of this notice including, without limitation, the obligation to keep the Information confidential and (ii)

  1. if in a Relevant State you are a Qualified Investor; (B) if in the United Kingdom you are a Relevant Person; and (C) if in the United States, you are a qualified institutional buyer as defined in Rule 144A under the Securities Act, or (D) Irrespective of where you are resident or incorporated, you are an institution that is permitted within your home jurisdiction and in the jurisdiction in which you are accessing the Information, under applicable law and regulation, to access the Information.

2

Section 1

Introduction to Fertiglobe

Introduction to Fertiglobe

Nitrogen Fertilizer

Hydrogen and Clean

Fertiglobe Business

Financial Overview

Management and

Market Dynamics

Ammonia Potential

and Growth Drivers

Organizational Structure

Fertiglobe at a Glance(1)

Leading Nitrogen Fertilizer Exporter Globally and Unique Ammonia Platform(2)

4 World-class Strategically Located Production Facilities

Global In-House Distribution Capabilities,

58%

42%

including ~1,000kt Storage Capacity

6.6mt Sellable Volume Capacity

  • 5.1mt Urea Production Capacity
  • 4.4mt Gross Ammonia Production Capacity
  • 0.5mt DEF Production Capacity(3)

Logistics allowing for

Feedstock Advantaged

Excellent Freight and

$2.8/mmbtu H1 2021

Transport Advantaged, Duty-

Headquartered

Avg. Fixed Gas Price(4)

free Delivery to East and West

in Abu Dhabi

50%

of Assets Younger

than 10 years

Early Mover in

Clean Ammonia

$781m

LTM Jun-21 Adj. EBITDA(5)

$532m

H1 2021 Adj. EBITDA(5)

Source: Company Information, CRU

Notes: (1) Capacity data as of year end 2020

(4)

Realized weighted average gas price in H1 2021 based on respective gas price arrangements in Abu Dhabi, Algeria and

(2)

Based on 2020 ammonia and urea combined export production capacity in mtpa

Egypt. Gas price arrangements include cost escalation factors and in Egypt increments above certain product price levels

4

(3)

Maximum downstream capacities cannot be achieved at the same time. DEF production capacity not included in the

(5)

EBITDA excluding foreign exchange and income from equity accounted investees, adjusted to exclude additional items

6.6mt sellable volume capacity

and costs that management considers not reflective of core operations

Introduction to Fertiglobe

Nitrogen Fertilizer

Hydrogen and Clean

Fertiglobe Business

Financial Overview

Management and

Market Dynamics

Ammonia Potential

and Growth Drivers

Organizational Structure

A Strategic Partnership With Strong Shareholder Support

Partnership Geared Towards Growth and Value Creation, Supported by Shareholders with a Strong Track Record

#3 global producer of nitrogen products

#1 & #2 methanol producer in EU & US, respectively

#1 bio-methanol producer

  • Remaining OCI NV nitrogen business is predominantly nitrates focused with in-land assets
  • Synergistic relationship with Fertiglobe through sharing of global market intelligence
  • Numerous initiatives and strategic partnerships to capture the energy transition potential
  • Orascom Construction (spun off in 2015) has repeat renewable power project partnerships in MENA

Leading integrated O&G company, entrusted to manage

the world's 6th largest proven O&G reserves

  • Fully integrated energy company across the entire value chain
  • Key export partner of crude oil & refined products to high-growth Asian markets
  • Industry leader for carbon capture with plans to reach 5mtpa of CO2 capture by 2030
  • Focus on downstream value creation and 2030 vision
  • Strategy to become a global leader in clean hydrogen

Complimentary business to both OCI and ADNOC ecosystems, uniquely positioned to capture value

Source: Company Information, public filings / capacity data

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

OCI NV published this content on 20 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2021 05:51:02 UTC.