AMSTERDAM, 25 June 2026 – The court-appointed independent non-executive directors (the “Court-appointed Directors”) of OCI Global N.V. (“OCI” or the “Company”) (Euronext: OCI) confirm that they are continuing to consider the proposal from NNS Holding (Cyprus) Limited (“NNS”) for a voluntary all-cash public offer (the “Offer”).
Mandate of the Court-appointed Directors of OCI
As previously communicated, the Court-appointed Directors were appointed by the Enterprise Chamber of the Amsterdam Court of Appeal (the “Enterprise Court”) in January 2026 as non[1]executive directors of OCI with a special mandate. That mandate requires them to independently assess the preparation of the proposed transaction between OCI and Orascom, and to ensure that the OCI Board fulfils its obligations towards OCI and all its stakeholders – including, and in particular, its minority shareholders. Pursuant to the Enterprise Court’s orders, the Court-appointed Directors are the only persons authorised to place the approval of any such transaction with Orascom on the agenda of an Extraordinary General Meeting.
In carrying out their mandate, the Court-appointed Directors operate fully independently from the OCI’s controlling shareholder.
At the Annual General Meeting of OCI held on 2 June 2026, the Court-appointed Directors announced that they were working towards finalising their assessment by the end of June 2026. That remains their intention.
Court-appointed Directors of OCI will continue to evaluate the Offer
The Court-appointed Directors welcome the Offer, as it would provide a cash alternative for OCI shareholders who do not wish to, or cannot, roll over into Orascom following the proposed OCI-Orascom transaction. As such, it represents a potentially meaningful step towards resolving the impasse surrounding the proposed transaction. In that context, the adequacy of the Offer is a relevant consideration in the Court-appointed Directors’ ongoing assessment of whether the proposed OCI-Orascom transaction can be put to shareholders in a manner that properly addresses the position of OCI’s stakeholders – including, and in particular, its minority shareholders.
At this point in time, the Court-appointed Directors have not yet concluded their assessment in respect of the Offer. On that basis, the Court-appointed Directors are not yet in a position to authorise a convocation of an Extraordinary General Meeting to approve the proposed OCI-Orascom transaction. They will continue to assess the Offer and remain fully committed to working constructively with the Board to reach a decision, as soon as possible.
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