AMSTERDAM, 24 June 2026 – OCI Global N.V. (“OCI” or the “Company”) (Euronext: OCI) today confirms that it has received a statement from NNS Holding (Cyprus) Limited (“NNS”) confirming its intention to launch a voluntary all-cash public offer (the “Offer”) for all issued and outstanding shares in the capital of OCI at an offer price of EUR 4.10 cum dividend per share.
Process and assessment
After NNS submitted a first proposal for a cash offer on 11 May 2026, the Board of Directors of OCI (excluding Nassef Sawiris and Nadia Sawiris, who have not participated in any of the discussions, deliberations and decision-making) and NNS have been in discussions regarding a potential cash offer in connection with the transaction with Orascom Construction PLC to resolve the current impasse.
The Board of Directors of OCI have carefully assessed and evaluated NNS’ proposals for a voluntary all-cash offer, supported by its independent financial and legal advisers, and have considered it against alternative scenarios including a solvent wind-down.
The Board of Directors of OCI, other than the Enterprise Court appointed Members, maintains that the transaction with Orascom Construction PLC represents a compelling strategic outcome for OCI and its stakeholders, while also recognizing that certain shareholders expressed a preference for a cash exit alternative. We note that NNS states that the Offer is intended to provide a way out of the impasse surrounding the proposed transaction with Orascom Construction PLC. The Board of Directors of OCI, other than the Enterprise Court appointed members, concluded that it is in the best interest of OCI’s minority shareholders that any cash offer includes the possibility for OCI’s shareholders to participate in the combination with the transaction with Orascom Construction PLC, which view has been confirmed by various large shareholders in recent communications.
The Board of Directors of OCI, other than the Enterprise Court appointed members, therefore, supports a cash offer at EUR 4.10 per share in combination with the transaction with Orascom Construction PLC.
The Enterprise Court appointed members have not yet taken a decision whether they support the Offer and whether they consent with the convocation of an Extraordinary General Meeting to approve the transaction with Orascom Construction PLC. The Board of Directors awaits the decision of the Enterprise Court appointed members.
Next steps
The Board of Directors of OCI remains fully committed to unlocking the existing impasse and intends to provide a further update, including with respect to the transaction with Orascom Construction PLC, as soon as possible, recognizing that OCI’s stakeholders expect certainty in the near future.
Important information
This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
Annex – Press release NNS dated 24 June, 2026 announcing its intended voluntary cash offer
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FURTHER INFORMATION ON THE ORASCOM TRANSACTION
The Orascom Combination was announced by press release on 9 December 2025 and was further described in the materials provided to shareholders in connection with the extraordinary general meeting convened for 22 January 2026, at which the Orascom Combination had been intended to be put to a vote but was subsequently removed from the agenda in compliance with the decision of the Enterprise Chamber.
Shareholders are referred to the dedicated section of the Company’s website titled ‘Strategic Combination’, which contains the materials previously published in connection with the Orascom Combination. Shareholders should note that those materials have not been updated to reflect developments occurring after the date of their original publication.
ABOUT OCI GLOBAL
Learn more about OCI at www.oci-global.com. You can also follow OCI on LinkedIn.
CONTACT
Sarah Rajani CFA, Vice President Investor Relations & Communications Email: sarah.rajani@oci-global.com
ANNEX – Press release NNS dated 24 June
PRESS RELEASE
This is a press release by NNS Holding (Cyprus) Limited (“NNS” or the “Offeror”). This press release is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014), as well as Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the intended public offer by NNS for all the issued and outstanding ordinary shares in the capital of OCI N.V. (“OCI” or the “Company”, and the transaction, the “Offer”). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in OCI. Any offer will be made only by means of an offer memorandum (the “Offer Memorandum”) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
NNS intends to launch a voluntary cash offer of EUR 4.10 per share
Limassol, 24 June 2026 – today, NNS announces that they intend to launch a voluntary all-cash public offer for all the issued and outstanding shares in the capital of OCI (each a “Share”) at an offer price of EUR 4.10 (cum dividend) per Share. NNS believes that the Offer provides a way out of the impasse surrounding OCI’s proposed combination with Orascom.
Next steps
The Offeror will submit the draft Offer Memorandum to the AFM in the course of next week. The Offer Memorandum is expected to be published shortly after approval by the AFM.
Financing of the Offer
NNS has sufficient resources available to finance the Offer.
About NNS Holding (Cyprus) Limited
NNS, part of the privately owned NNS Group founded in 2008 by Nassef Sawiris, is a private limited company incorporated under the laws of Cyprus, with its registered office in Limassol, Cyprus. NNS manages and invests the family’s capital through a diversified multi-asset platform spanning public and private equities, credit, and real estate, while also partnering with external investors in joint ventures. NNS is OCI’s largest shareholder.
General restrictions
The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This press release does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of OCI in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this press release should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NNS disclaims any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction.
NNS, nor any of its advisors, assumes any responsibility for any violation of any such restrictions. Any Shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
Forward-looking statements
Certain statements in this press release may be considered “forward-looking statements”. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,” “expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and similar words. These forward-looking statements speak only as of the date of this press release. Although NNS believes that the assumptions upon which their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, (i) risks relating to the completion of the Offer and the Transaction in the anticipated timeframe or at all; (ii) risks relating to the receipt of regulatory approvals without unexpected delays or conditions and the possibility of regulatory action; (iii) risks relating to significant costs related to the Transaction; (iv) the expected financial and operating performance and future opportunities following the completion of the Transaction; (v) disruption from the Transaction making it more difficult to maintain business and operational relationships; (vi) risks relating to potential litigation that arises as a result of the Transaction; and (vii) risks and uncertainties discussed in NNS’s press releases and public filings.
NNS, nor any of its advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial. NNS expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.