Front cover

1 Introduction

Letter from the CEO

We are OCI Global

The challenging geopolitical and macroeconomic environment in 2022 created volatile commodity markets and impacted the lives of many people across the globe. Despite these volatile times, I am pleased that the OCI team continued to work diligently and achieved a year full of milestones in our strategy and value creation that propelled OCI forward and will shape OCI’s future.

Reflecting on our history, a central theme emerges: we’ve been building, growing, and powering successful change. From our origins in construction to our future in hydrogen, we’ve always been driving innovation because we are not afraid to seize opportunities and make bold decisions.  

Today, we are proud to be a global producer and distributor of hydrogen-based products, driving forward the decarbonization of food, fuel, and industrial feedstock.

To better convey our identity, we have rebranded to OCI Global. With this change, we highlight the breadth and uniqueness of our global footprint, and our ability to deliver our products reliably at speed and scale to our customers. It also underlines our role in supporting global food security and energy-intensive industries today, and powering a cleaner future tomorrow through low carbon hydrogen-based products and practical, real-world solutions.

Health and safety first

Safety is our number one priority in the company, and it is our responsibility to protect our people, our operations and our communities. We also recognize the importance of safety for our business and sustainability performance: reliability and even energy efficiency will increase as we improve occupational and process safety.

We reported a lost-time injury rate (LTIR) of 0.08 and a total recordable injury rate (TRIR) of 0.40 per 200,000 man-hours at the end of 2022. These numbers beat industry averages, but unfortunately reflect a slight deterioration compared with our 2021 results.

While we are proud of every employee's and contractor's diligence and attention to safety, which has brought our total recordable injury rate down by 52% since 2014, we do not take a decline in safety performance lightly.

We are committed to a zero-incident culture across our organization, both with our own employees and with contractors. Looking ahead, we will therefore continue our relentless focus on safety throughout the organization, and have ongoing campaigns and learning programs to foster a healthy work environment, and in this have ongoing support and oversight from the Board and the HSE & Sustainability Committee.

A strong foundation for future growth and value creation

Despite the challenging global markets and volatile energy markets, we delivered strong 2022 results, utilizing our globally diversified, state-of-the-art platform with highly competitive feedstock, and production and logistics advantages.

This enabled us to produce and distribute essential products to the global markets during a year when energy pricing and supply chains jeopardized the availability of fertilizers and other essential products and forced shutdown of production in Europe including partially our facilities in the Netherlands.

We generated free cash flow of more than USD 1.9 billion in 2022, which accelerated a reset of our balance sheet to a very low net leverage of 0.3x. This enabled us to return capital to shareholders for the first time in over a decade, with a total of around USD 1.5 billion of cash earmarked for financial year 2022.

The strong balance sheet also supports the acceleration of our decarbonization projects, driving our future growth, supporting the energy transition goals we share with many of our stakeholders and establishing us as a leader in low carbon fuels, industrial feedstocks and food.

Powering a cleaner future sooner

Our two core products – ammonia and methanol – are the keys to the hydrogen economy, because they are the most effective carriers of hydrogen. We’re revolutionizing the energy-intensive industries by making transport cleaner, products greener and crops better, delivering what is needed to accelerate change and realize a cleaner future sooner. We are doing this by:

1. providing a more sustainable and diverse product offering through our existing platform of renewable and low carbon products: for example, we are a global leader in green methanol and have developed our sustainable ammonia offer, with pilot shipment sales of blue and green ammonia.
   
   OCI was the first ammonia producer in Europe to produce and sell ISCC PLUS certified green ammonia, and the first to receive ISCC EU and ISCC PLUS certification for green methanol for sales into regulatory fuels markets.

2. expanding our product offering substantially by investing in transformational renewable and low carbon methanol and ammonia projects.

We are able to move quickly to capitalize on such growth opportunities thanks to our flexible business model and advantaged asset base. We are fast-tracking sustainability-focused value accretive projects across our platform, and achieved a number of significant milestones across our platform during 2022, establishing OCI Global as a world-leader in this space. The OCI team was well positioned to achieve FID on our blue ammonia project in Texas within one month of the passage of the Inflation Reduction Act, with completion expected in 2025, the first greenfield project of this scale in the United States.

Recognition

We are pleased that our strong financial and ESG performance was recognized by global indices and respective rating agencies for both OCI and Fertiglobe, our 50%-owned strategic partnership with ADNOC in the Middle East and North Africa, listed on the Abu Dhabi Securities Exchange (ADX) since October 2021.

OCI was included in the MSCI World Index and STOXX 600 Index, some of the world’s leading global equity indices, in June 2022. In April 2022, credit rating agencies S&P, Moody's, and Fitch upgraded OCI's ratings to investment grade (BBB-, Baa3 and BBB- respectively), recognizing OCI’s strong underlying performance, financial policy and outlook.

Our sustainability ratings profile also made progress with an upgrade by MSCI (from BBB in 2021 to A in 2022), alongside stable ratings by the other agencies positioning OCI as one of the best performers in the sector.

In addition, Fertiglobe was included in the FTSE ADX 15 and FTSE Emerging Markets indices and was also issued its first investment grade ratings by S&P, Moody’s, and Fitch (BBB-, Baa3 and BBB-, respectively) in 2022.

Looking ahead: creating value now and in the future

Looking ahead into 2023 and beyond, market fundamentals remain solid and we are excited about our medium- to long-term growth opportunities, as incremental demand for our products emerges in a range of new applications and sectors.

Despite recent volatility and lower selling prices, the outlook for nitrogen markets is healthy, underpinned by robust crop fundamentals, healthy farm economics, and decades low global grain stocks, giving strong incentives to apply nitrogen fertilizers. At the same time, supply dynamics are tight.

We also expect increased demand for our industrial nitrogen and methanol businesses, driven by the improved industrial outlook in Europe and Asia, and the re-opening of China following the end of their zero-COVID policy.

After a year of range-bound methanol prices and major turnarounds at our facilities in the fourth quarter of 2022, the methanol market outlook is much more positive as we move into 2023.

We are excited about the prospects arising from significant demand uptake for methanol as a hydrogen fuel, notably in the road and marine fuels sector, which will help expand our already fast-growing low carbon fuels business.

The use of methanol as a marine fuel is expected to start accelerating significantly from the second half of 2023, when the first large methanol-fueled container vessels are scheduled for delivery. Incremental demand is potentially in excess of 3 million tons per year from the mid-2020's based on current orders, which is significant in a globally traded market of around 30 million tons. 

To conclude, we are excited about the opportunities ahead. We see significant upside potential from our end markets, and believe our transformative low carbon growth initiatives place us in a leading position within the industry. We have a strong legacy of executing projects and, with our competitive global platform, world-scale young assets and strong logistics capabilities, we can continue to grow – creating value for all of our stakeholders – our employees, customers, partners, shareholders and communities.

I would like to thank all our employees for their strong commitment to improving and growing our business, while maintaining safety as the key priority. I look forward to a bright future where we continue to relentlessly focus on value creation.

Together we can power a cleaner future sooner.

Chief Executive Officer

The year in review

2 About Us

Our company

Our business

OCI's global production capacity spans four continents and comprises 16.7 million metric tons per year of hydrogen products, including ammonia, nitrogen fertilizers, methanol, biofuels, diesel exhaust fluid, and other nitrogen products. OCI Global has 4,059 employees, is headquartered in the Netherlands, and listed on Euronext in Amsterdam.

We aim to drive forward the decarbonization of food, fuel, and feedstock through our transition to low carbon products and offering of practical, real-world solutions, to help achieve a more sustainable future:

• Our nitrogen fertilizers allow farmers to increase crop yields and improve food quality.

• Our fuel solutions provide low carbon alternatives to significantly reduce greenhouse gas emissions versus conventional fuels.

• Our ammonia and methanol are excellent hydrogen carriers for the energy transition and decarbonized feedstocks for downstream industrial processes.

Powering a cleaner future sooner

Our ambition is to power a cleaner future by decarbonizing the energy-intensive industries that shape, feed and fuel our world through practical solutions that address global challenges and realize shared opportunities.

We aim to achieve this by:

• Bringing together the best, brightest, and most tenacious talent.

• Working to decarbonize our own production and distribution network, optimizing and leveraging our strategic assets and capabilities globally.

• Collaborating with private and public sector partners to develop credible solutions that enable the transition from carbon-intensive energy sources and realize shared environmental goals.

• Delivering on our commitments as a trustworthy and reliable business partner using our knowledge, experience, and expertise. To become a leading influential voice in shaping agendas and creating the conditions for change.

Our products

During 2022, we sold 14.5 million metric tons of hydrogen products, including ammonia, nitrogen fertilizers, other nitrogen products, methanol, and diesel exhaust fluid.

We are committed to develop products and initiatives to provide low carbon and more sustainable solutions to our customers. We aim to grow the share of sustainable products in our portfolio, which include renewable ammonia, low carbon ammonia, green methanol, low carbon methanol and diesel exhaust fluid, and ultimately reduce our share of grey products. These products are further described on pages - .

Our nitrogen fertilizers

Merchant ammonia

Ammonia (16% of our total volume) is a colorless gas that is a building block for industrial chemicals and nitrogen fertilizers, and can be applied as a direct fertilizer. Ammonia is the highest energy density non-hydrocarbon product. The principal raw material used in the production of ammonia is natural gas, which we purchase through long term supply contracts.

Granular urea

Granular urea (40% of our total volume) is a white crystalline solid fertilizer with a nitrogen content of approximately 46%, which is produced by reacting ammonia with carbon dioxide. Its high nitrogen content, straightforward handling and transportation make it the most traded nitrogen fertilizer in the world by volume.

Calcium ammonium nitrate (CAN)

Calcium ammonium nitrate (7% of our total volume), branded as OCI Nutramon, is a nitrogen fertilizer with an addition of dolomite. While the nitrate enables immediate nutrient uptake by crops due to its high absorption properties, the added dolomite reduces soil acidification potential and subsequent liming need.

Urea ammonium nitrate (UAN)

Urea ammonium nitrate (12% of our total volume) is a liquid fertilizer solution, which consists of urea and ammonium nitrate. Due to its nitrate component it is easily absorbed by plants.

Ammonium sulphate (AS)

Ammonium sulphate (4% of our total volume) is a solid crystalline fertilizer, which contains nitrogen and sulphur. It is highly soluble in water and easily stored and transported.

Our other nitrogen products

Melamine (1% of our total volume) is an organic based substance, which consists of 66% nitrogen. Its application lies predominantly within home renovation and construction markets as an intermediate in wood-based panels and a component of glue. OCI Nitrogen Europe is the world's largest melamine producer.

Carbon dioxide (CO₂) is an odorless gas, which can be captured from industrial processes and sold to third parties for use in various applications, such as carbonated drinks production, and food and beverage preservation.

Our methanol

Methanol (11% of our total volume) is a clear chemical liquid predominantly produced from natural gas, which is highly versatile in its application ranging from powering ships and vehicles to heating homes.

Green methanol can either be produced by using biogas instead of natural gas in existing facilities or from biogenic fraction of gasification of municipal solid and biomass waste. We use waste, residues and by-products as feedstocks.

Our diesel exhaust fluid (DEF)

Diesel exhaust fluid (9% of our total volume), which is also known as AdBlue in Europe and marketed as AdGreen by Fertiglobe, is a non-hazardous aqueous urea solution consisting of approximately 67.5% deionized water and approximately 32.5% urea.

Our sustainable product offerings Ammonia

Renewable ammonia: We are one of the only producers today of renewable ammonia, either using biogas at our Dutch and United States ammonia plants or using hydrogen from electrolysis of renewable electricity at our Egyptian ammonia facilities. 

Low carbon ammonia: We offer low carbon (blue) ammonia from our United States ammonia plant using low carbon hydrogen produced from natural gas with carbon capture and utilization (CCU).    

• Our bio- and green ammonia are ISCC PLUS certified. We are the first ammonia producer in Europe to use bio-methane to produce and sell green ammonia. The sustainable product and mass balance system is ISCC PLUS certified and can be used to produce green downstream products. The GHG footprint is at least 50% lower compared to grey ammonia and can be decarbonized further depending on customer requirements.

• We convert our sustainable ammonia to downstream products such as CAN, UAN and melamine. This results in the production of an ISCC PLUS certified CAN fertilizer with a lower GHG footprint compared to conventional CAN fertilizer.

• We have developed our own proprietary Blue Ammonia (BlueAm) standard, with the support of SCS Consulting, that targets a 60% GHG reduction to current industry benchmark of GHG emissions for ammonia production.

• Sustainable fertilizers made from renewable or low carbon ammonia offers GHG intensity reduction, help lowering GHG footprint of the food value chain. 

• Power generation is expected to become a significant new source of demand for low carbon ammonia. Ammonia co-firing has significant emissions reduction potential for large coal-fired electricity plants.

• Marine fuel to lower GHG emission and other air pollutants in shipping to meet FuelEUMartime mandates, lower EU’s Emission Trading Scheme exposure, and voluntary scope 3 reduction.

• Decarbonization of scope 3 in the chemical industriy: ammonia is a base chemical that goes into many products such as consumer goods, medicines and is used in processes such as paper and textile production. 

Customers: We supply bio-ammonia, under Eco ammonia brand, from our Dutch plant to AnQore for their sustainable acrylonitrile, under Econitrile brand. By providing OCI’s ISCC PLUS certified CAN fertilizer, we contribute to a low carbon alternative to traditional crop cultivation.

• Additional 1.1 MTA of blue ammonia coming online in Beaumont, Texas in 2025.

• Various green hydrogen to ammonia projects in development globally.

• Partnership with RWE’s FUREC to off-take bio and recycled hydrogen from their waste gasification project in the Netherlands.

• Fertigobe is a shareholder in a 1 MTA low carbon ammonia project in the UAE, in partnership with Ta'ziz, GS Energy Corporation and Mitsui & Co.

Our sustainable product offerings Methanol

Green methanol: We are a green methanol producer, using biogas rather than natural gas at our Dutch and United States methanol plants.

• When used as a fuel, green methanol provides at least 60% reduction in greenhouse gas emissions versus petrol or diesel, which means it is an excellent hydrogen fuel to meet renewable fuel standards.

• Green methanol is an advanced second-generation biofuel that is produced using bio-waste, meaning it not only reduces our own consumption of natural gas, but also provides an outlet for waste that would otherwise emit methane, which represents 16% of global GHG emissions and traps ~36 times more heat in the atmosphere than CO₂ over 100 years.

• Our green methanol is ISCC EU and ISCC PLUS certified.

• Transport fuel blend in the UK and Europe today to meet EU’s Renewable Energy Directive and the UK’s Renewable Transport Fuel Obligation.

• Incremental demand for methanol as a marine fuel is expected to start accelerating from 2023 onwards. Methanol engines have been commercialized since 2015 and we are at the 3^rd generation today. There are already 30 methanol ships on the water today with many on order from shipping majors.

• Decarbonization of scope 3 in the chemical industries as methanol is the basic building block of many critical ingredients such as plastics (e.g., for consumer goods and automotive industries) and laminates for furniture, among many other uses.

• Sustainable methanol can be used as an effective fuel for power generation in fuel cells or turbines in off-grid locations, emergency power generation or special events and outdoors.

Customers: exclusive supply agreements with ExxonMobil, Essar and Greenergy in the UK. Other customers of green methanol include Celanese, Dupont, BP, and Shell. 

We are expanding our green and low carbon offerings to serve the growing demand for this sustainable fuel and industrial feedstock through:

• Expanding our biogas portfolio with long-term off-take contracts and upstream investments.

• Developing gasification projects globally to produce sustainable methanol from waste feedstocks. Gasification is an effective way to recycle valuable resources that are today considered waste, enabling a circular economy.

• Producing e-methanol (green methanol from hydrogen from electrolysis based on renewable electricity) at our existing facilities by partnering with renewable hydrogen suppliers.

Our sustainable product offeringsDiesel exhaust fluid (DEF)

• DEF is used in Selective Catalytic Reduction (SCR) systems to lower harmful vehicle exhaust emissions from diesel engines, with the added advantage of improving vehicle fuel economy by approximately 5% and using diesel fuel more efficiently.

• DEF breaks down nitrogen oxides emissions into nitrogen gas and water vapor, thereby eliminating environmentally harmful emissions from cars, trucks, buses and other heavy-duty vehicles.

• Providing a transitional option for emissions abatement for truck and rail in the near to medium term as the switch to electric vehicles has proven to be challenging to date for heavy duty trucks or farm vehicles due to poor power-to-weight ratios, leaving few near-term alternatives to DEF for emissions abatement in truck and rail.

• Regulations in the United States, Europe and China are driving demand growth by requiring the replacement of older vehicles, particularly heavy-duty trucks, coupled with higher dosing rates in newer generation diesel engines.

Customers: Truckstop chains, wholesale retailers and packagers, and smaller regional distributors.

Our production facilities are located in the United States, the Netherlands, the United Arab Emirates, Egypt, and Algeria.

Our position in the value chain

Our operating environment

Megatrends

Climate change

The changing climate, with its increased unpredictability and severity, has substantial implications for the livelihood of millions of people. For example, agricultural productivity is impacted by increasing pest pressure, drought, and flooding, which in turn negatively affect crop yields and global food security. The global push to decarbonization to mitigate the impact of climate change is well underway with developed and developing countries as signatories of the Paris Climate Agreement to keep the world on the path to limiting global warming to 1.5 Celsius. The energy transition is at the center of the global decarbonization drive as energy fuels all aspects of the global economy and touches everyday life. The balance needs to be reached to improve living standards for billions of people, but not at the cost of environmental destruction. At the same time, adaptation solutions are needed, especially for sectors on the front line of climate change such as agriculture.

Population growth and food security

The consequences of global population growth coupled with environmental degradation, resource scarcity, changing societal expectations, and geopolitical threats require careful reconsideration of global food systems, balancing expected population growth to 10 billion people by 2050 with preserving and restoring ecological landscapes.

To meet the growing food demand alone, the agricultural sector will need to increase production by 60% in the same time frame. The transition to a more resource-efficient, environmentally friendly, and low carbon agricultural system can only be achieved through meaningful partnerships between the agricultural and food industries, the employment of sustainable farming techniques, and the adoption of digital and technological innovations. Crop yield optimization through more efficient fertilizer use and lower water consumption is essential. Fundamentally, the world needs to produce more and better while utilizing fewer resources.

Growing sustainability awareness has impacted consumer behaviour, particularly in high-income economies, characterized by a shift to more sustainable and plant-based alternatives. This trend, however, is counterbalanced by increased global demand for meat-based nutrition in developing countries driven by economic prosperity and a growing middle class.

Water stress

Freshwater is critical for all aspects of life and the economy, such as growing our food, producing goods we need, and drinking water. Many of the world's critical water systems have become stressed, resulting in disruptions in key infrastructure like power generation, industrial production, and threatening food security as agriculture consumes more water than any other source and much is wasted through inefficiencies. Climate change is altering patterns of weather and water around the world, causing shortages and droughts in some areas and floods in others. At the current consumption rate, this situation will only get worse, which will have detrimental impacts on food security, human lives and industrial productions, especially in water stressed areas. Solutions have to come from all sectors to conserve and restore waster ecosystems that we rely on.

Soil degradation

Soil degradation affects global food security with significant environmental implications. At present, it is estimated that more than a third of the earth’s soil is degraded, primarily due to soil erosion, nutrient depletion, loss of biodiversity, and pollution. With poor farming techniques exacerbating the problem, many farmers are now focusing on soil health and regenerative agriculture by adopting sustainable farming techniques that improve soil structure, increase carbon sequestration, and promote biodiversity. 

Digital and technological innovations

Digital innovation and technological transformation significantly impact all aspects of the economy, from manufacturing to energy to food production. The use of advanced technologies such as precision agriculture, the Internet of Things (IoT), big data and analytics, and automation enable farmers and food companies to make better decisions, improve safety, energy efficiency, production productivity, and optimized fertilizer usage. From a transparency perspective, digitalization allows for greater traceability in the value chain, enabling consumers and businesses to track origin and journey of products as well as environmental and social impacts of everything they consume.

Geopolitics

The ongoing war in Ukraine has had a significant impact on the global economy, from the energy crisis in Europe to global food and fertilizer shortages. Russia and Ukraine both constitute major contributors to global grain production and export, and Russia is a leading producer and exporter of fertilizers and natural gas. The direct impacts of the war range from supply shocks and disruptions to an unprecedented surge in the prices of raw materials, such as natural gas in Europe. Accordingly, a shift in global energy and material trade flow is expected in the coming years.

Risks and opportunities from the megatrends

Analyzing megatrends helps us identify opportunities in key sectors such as agriculture, transportation, and industrial production, as well as the major risks that require our attention by implementing mitigating actions.

Opportunities

• Development of resilient food, fuel, and feedstock systems by expanding the product offering of sustainable, and resource-efficient solutions

• Increasing focus on regenerative agriculture and soil health, which requires expertise, knowledge, and technology that combines carbon sequestration, biodiversity, and resource conservation with optimal fertilizer usage

• Increasing demand for sustainable fuel and feedstock solutions, which leads to diversification of gas supplies, reduced dependence on finite resources, and improved energy security

• Expansion of collaboration and information-sharing to promote greater transparency and more efficient decision-making across the entire supply and value chain

Risks

• Disruptions and other physical impacts on our operations, value, and supply chain, resulting from climate change, extreme weather events, heat stress, and water scarcity

• Changes in customer preferences, societal expectations, and the regulatory environment, resulting in decreased demand for our products and increased operational and environmental costs

• Increasing competition for finite resources, leading to higher price levels and increased geopolitical tensions

• Slow transition from fossil fuels to clean energy sources, leading to continued dependence on fossil fuels and missed opportunities for investment in clean energy, increasing production cost, and loss of customers

Our strategy

Our integrated growth strategy

Hydrogen at our core

Capitalizing on the hydrogen opportunity

Marine fuel represents a substantial market opportunity for us

Our growth ambitions in the hydrogen economy

Sustainable long-term value creation

Strategic assets

Our strategy starts with a strong focus on our strategic asset base that enables us to have an optimized cost position through the cycles and position us to capture the hydrogen opportunity.

Commercial excellence

Our integrated and centralized commercial platform will continue to capitalize on our strategic global reach, implement our disciplined commercial model, and grow our trading activities to deepen our market penetration and enhance our netback pricing globally.

Nitrogen

Market opportunities

• Broad market opportunities are arising for low carbon ammonia (blue and green), as the next wave of industry growth will be driven by new applications such as the power sector in the near to medium-term and marine fuels longer-term, generating +25 Mt of additional demand for ammonia by 2030, +40 Mt by 2035, on top of expected demand for the decarbonization of existing applications.

• Key trends in our core markets:

  • The European nitrogen industry is under pressure from the energy crisis and increasing environmental cost (e.g. from ETS’s free allowances being phased out until ~2035), driving local supply rationalization combined with a new wave of market consolidation and increasing ammonia imports.

  • Due to the introduction of EU's Carbon Border Adjustment Mechanism (CBAM), imports with low carbon intensity can benefit from lower CO₂ levy.

  • In the United States, the recent introduction of the Inflation Reduction Act (IRA) is sparking large interest in blue ammonia, that will drive up the competitiveness of US nitrogen production versus hydrogen deficit markets such as Europe and East Asia. OCI's Texas Blue Ammonia 1.1 Mta project will be the first large scale-blue plant to come online in the US, at least two to three years ahead of other projects.

  • Asian markets are also facing major transformations in the ammonia space:

    • East Asian power companies, stimulated by governments in Japan and South Korea, are kick-starting low carbon ammonia imports for power generation, an application expected to represent >10 million Mta of demand growth in this decade, and 4-5x incremental demand by 2035 depending on technological advancements in increasing ammonia requirements from 20-30% in co-firing power generation.

    • Singapore is expected to become a strategic location for ammonia in the region and a leading hub for low carbon ammonia in marine fuel.

  • Strategic growth markets for traditional nitrogen applications such as Latin America, Oceania, South-East Asia and Africa will also continue to drive significant demand.

• There are significant barriers to entry for building new low carbon ammonia plants especially for new entrants, with the need to have long-term offtake agreements to secure financing and large investments needed for ammonia logistics infrastructure. OCI already has in place an established ammonia commercial platform with essential infrastructure at key export hubs, and is expanding ammonia import throughput capacity at our Rotterdam terminal.

• The ammonia / nitrogen markets are expected to be tight over 2023 - 2027 with limited new major greenfield capacities coming online, and good visibility on new supply given a 4-6 years’ lag to build a plant from design to commissioning. Merchant ammonia demand is expected to exceed supply from 2023 - 2026.

Our strategy

• Our renewed commercial strategy aims to capture growth opportunities by securing demand through downstream partnerships, optimizing supply chain synergies, enhancing logistics, and diversifying our product portfolio with sustainable and commodity+ products, backed by agronomy and branding capabilities.

• OCI is well-positioned to capture aforementioned market opportunities and reinforce its leadership position in key regions, by investing in expansion of mid-stream infrastructure (e.g., our import terminal footprint), product portfolio diversification and selective downstream positions in strategic markets.

• In line with our strategy to provide solutions for a cleaner future, we continue to expand and strengthen our global DEF / AdBlue platform, a product that offers the only viable option for emission abatement for heavy vehicles in the foreseeable future. We also started promoting ISCC PLUS certified green fertilizers in Europe.

Methanol

Market opportunities

• Methanol demand is expected to rebound in 2023 on the back of China re-opening, also resulting in higher methanol-to-olefins (MTO) operating rates which have been low. Lower energy prices are also boosting industrial demand.

• There is potential meaningful upside from demand for hydrogen fuels, notably as a cleaner alternative for road and marine fuel applications:

  • Demand from the European vehicle fuels markets continues to grow, with increased demand for direct blending of green methanol and bio-MTBE.

  • Incremental demand from the maritime sector is expected to be more than 3 mtpa by the mid-2020's based on current orders from the container vessel segment alone.

  • We are also encouraged by the recent orders from non-container segments, underscoring significant potential demand growth from non-consumer freight segments.

• There are limited new methanol greenfield supply additions in the near/medium term, and we continue to expect tighter methanol market fundamentals over the period 2023 through 2027.

Our strategy

• Sustainable growth for our methanol business is built on decarbonization across fuel and feedstock. We are evaluating gasification opportunities to produce methanol across our production facilities to continue to grow our market leading position in green fuels and feedstocks. In addition to gasification, we continue to expand our access to biogas in the United States through upstream partnerships. Our facilities are ready to import renewable hydrogen and biogenic CO₂ to produce e-methanol.

• Our HyFuels business is a pioneer, being the world’s largest producer of green methanol and a leader in green methanol transportation fuels applications. We aim to become the first large-scale commercial platform with green and renewable hydrogen-based fuel products, leveraging:

  • Capability to produce green methanol and its derivatives in addition to offering RNG directly into US transportation markets

  • Portfolio of renewable natural gas located in the United States

  • Global distribution with extensive import and export infrastructure and last mile capabilities. Terminals in Texas, the UK and Europe with our main hub and blending operations located in the Port of Rotterdam.

Engaged organization

The Human Capital strategy supports our integrated growth strategy by delivering an inclusive, agile and high-performing organization. With engaged and diverse teams, by acquiring the best talent in the market and developing, engaging, motivating, rewarding and retaining them.

Our culture and behaviors enable the business to operate locally and globally with trust, consistency and speed.

We use our DNA to configure our Human Capital programmes, to support the value creation engine that delivers our business growth. The maturity, cohesion and impact of our Human Capital programmes is improving as we configure them with our DNA at their heart; improving engagement, capability, performance and productivity.

The insights on how we create value as a business help to guide, motivate and engage our employees and enables them to focus on the right priorities and ways of working to create long term sustainable value for our stakeholders.

Sustainable benefits

We are committed to sustainability principles, with environmental, social, and governance matters fully integrated into our strategic objectives and executive compensation. Our Board of Directors is collectively responsible for sustainability and has mandated our Executive Directors with direct day-to-day oversight on these matters.

As a leader in our industries, we are cognizant of our responsibility to encourage sustainable practices in our policies, operations, supply chains, and communities. We are committed to our purpose of cultivating a sustainable world and believe our products are essential to achieving cleaner transportation, lower carbon industrial processes, and global food security. We have aligned our strategic priorities to create sustainable long-term value for all our stakeholders—our customers, our employees, our communities, and our shareholders—and develop a greener future for the world. Below, an overview of our sustainability strategy is shown. We refer to Environmental performance, Social performance and Governance performance for a description of our performance during the year.

Materiality assessment

Double materiality assessment

To identify our most material ESG topics, we carried out a materiality assessment based on the double materiality concept. This concept has two dimensions:

• Impact materiality: our material actual or potential, positive or negative impacts on people or the environment over the short-, medium- and long-term time horizons

• Financial materiality: risks and opportunities that trigger or may trigger material financial effects on our company

We compiled a long list of material ESG topics, based on peer benchmarks, our operating environment, internal and external expertise and the regulatory landscape. We mapped the topics along the value chain: upstream, direct operations or downstream. Each ESG topic was assessed in terms of impact and financial materiality, cross-checked with our risk register and Enterprise Risk Management principles and grouped into ESG matters. The ESG matters were validated with internal and external stakeholders through workshops and interviews, resulting in the materiality matrix as shown on the right. The results were approved by the Board of Directors.

The results of the materiality assessment are the basis for further strategy development and ESG reporting. While all topics in the materiality matrix are deemed material, we allocated the topics in level 1 and level 2 topics:

Level 1 topics are strategically important and at the core of our strategy.

These topics are reported through strategic KPIs, to the extent possible. For some level 1 topics, target- and KPI-setting is ongoing.

Level 2 topics are materially important.

We set targets and report on these topics according to required frameworks and regulations.

The table on the next page describes the interpretation of the topics and how these are addressed in our strategy. A more detailed description of the materiality assessment and the topics can be found on pages - . For the stakeholder engagement, refer to pages - .

3 Our Performance

Financial performance

Performance summary

Revenue

Selling prices

Selling prices improved year-on-year for all products, which helped offsetting the negative impact of significantly higher gas prices. Benchmark prices increased on average for ammonia, urea and methanol with increases of 96%, 43% and 9% respectively.

Sales volumes

Own product sales volumes were lower at 10.9 million metric tons in 2022, compared to 11.4 million metric tons in 2021. Own-produced nitrogen product volumes were in line with last year. Lower own-produced methanol volumes (-28%) were largely related to planned turnarounds and no production from our methanol facility in the Netherlands, which has been shut down since mid-2021 due to the high gas price environment in Europe. Traded third-party volumes increased 22% compared to 2021.

Adjusted EBITDA¹

• Adjusted EBITDA increased by 54% versus 2021, while reported EBITDA increased by 47%.

• The nitrogen and methanol segments benefited from higher selling prices, offsetting lower sales volumes and higher gas prices in Europe and the United States.

Operating profit

Operating profit increased by 92% to USD 3,004.3 million in 2022 versus USD 1,562.8 million in 2021, primarily as a result of:

• Gross profit increased by USD 1,518.7 million due to a USD 3,394.4 million increase in revenue, partially offset by a USD 1,875.7 million increase in cost of goods sold (mainly driven by increased gas prices). Depreciation, amortization and impairment decreased by USD 291.7 million (mainly due to the full impairment of our methanol facility in the Netherlands in 2021).

• Selling, general and administrative expenses increased by USD 106.1 million compared to 2021.

Net finance cost

Net finance cost decreased by 32% to USD 186.0 million in 2022 versus 2021, primarily as a result of:

• Interest expense and other financing cost on financial liabilities measured at amortized cost decreased by USD 37.5 million to USD 243.5 million in 2022 following the Company's deleveraging and refinancing efforts.

• Net foreign exchange gains increased by USD 24.6 million to USD 27.1 million in 2022 due to depreciation of the Egyptian Pound and Euro against the US Dollar in 2022 compared to a more stable environment in 2021.

Adjusted net profit

• Adjusted net profit attributable to owners of the Company was USD 1,343.4 million in 2022, compared to USD 731.8 million in 2021.

Statement of cash flows

Cash flows from operating activities

• Cash flows from operations primarily reflect the change in net profit in 2022 compared to 2021, and changes in working capital.

• Net profit was USD 2,426.3 million in 2022 compared to USD 1,158.8 million in 2021, an improvement of USD 1,267.5 million.

• Working capital outflows of USD 207.3 million in 2022 compared to inflows of USD 70.9 million in 2021, a deterioration of USD 278.2 million.

Cash flows from investing activities

• Cash flows used in investment activities were USD 147.3 million higher than in 2021, primarily due to an increase in capital expenditures in property, plant and equipment and intangible fixed assets.

• Total cash capital expenditures were USD 394.1 million in 2022 compared to USD 248.9 million in 2021, of which maintenance capital expenditure was USD 263.5 million and USD 225.4 million respectively.

Cash flows from financing activities

• Proceeds from borrowings in 2022 totalled USD 1,073.0 million, which consisted of the proceeds of the new financing arrangements at IFCo.

• Repayments of borrowings were USD 1,587.8 million in 2022, mainly related to refinancing at IFCo and changes in the outstanding amounts of revolving credit facilities.

• In 2022 dividends have been paid to the shareholders of the Company in the amount of USD 1,059.0 million (2021 nil). Dividends of subsidiaries resulted in a net cash outflow to non-controlling interests of USD 1,112.2 million in 2022 compared to USD 799.7 million in 2021.

Free cash flow¹

Free cash flow before growth capital expenditure amounted to USD 1,918.7 million in 2022 reflecting the reported EBITDA for the year, working capital inflows, maintenance capital expenditure, cash tax, cash interest paid of USD 150.7 million and dividends to non-controlling interests (NCI). An increase of USD 324.8 million compared to 2021 is mainly driven by the increased EBITDA partially offset by increased dividends paid to non-controlling interests.

Net debt as at 31 December

Gross interest-bearing debt

Gross interest-bearing debt decreased by USD 925.1 million due to the debt repayments, refinancing, and positive impact of exchange differences on Euro denominated debt.

Cash and cash equivalents

As a result of a positive free cash flow, cash and cash equivalents increased to USD 1,717.0 million.

Net debt

• Net debt stood at USD 1,158.7 million as of 31 December 2022, from USD 2,220.5 million as of 31 December 2021.

• The trailing net debt / adjusted EBITDA was 0.3x as of 31 December 2022 compared to 0.9x as of 31 December 2021.

Outlook

OCI believes the outlook for nitrogen markets continues to be supported by crop fundamentals and tight supply dynamics. Despite nitrogen price volatility towards the end of 2022 and into 2023, industry fundamentals are healthy, with high farmer profitability, decades low grain stocks and improved nitrogen affordability driving a demand recovery ahead of the application season including an expected material rebound in US corn acreage in 2023. Industrial outlook has also improved, particularly in Europe and Asia supportive of ammonia demand.

After a year of range-bound methanol prices and major turnarounds in the fourth quarter and into early 2023, our methanol and fuels businesses are well-placed to benefit from expected demand upside from a re-opening in China and lower natural gas prices boosting industrial demand. Methanol is also buoyed by growth in the use as a marine fuel, expected to start accelerating from later this year, when the first large methanol-fuelled ships are scheduled for delivery. Incremental demand is in excess of 3 million tons per year from the mid-2020's based on current orders from the container vessel segment alone, which is significant in a globally traded market of around 30 million tons.

For the medium to longer term, OCI is well placed with a strong position in both nitrogen and methanol to capitalize on the opportunity arising from a structural demand pull for lower carbon fuels, industrial feedstock and food. Utilizing our balance sheet and our execution capabilities, we are accelerating our sustainability focused projects across our global platform to deliver on our hydrogen strategy and drive future growth.

Market review

1. Including OCI's 50% share of Natgasoline volumes

Nitrogen

2022 market review

• Nitrogen prices reached higher levels in 2022 compared to 2021, underpinned by strong crop fundamentals and robust farmer profitability in a backdrop of elevated natural gas feedstock costs.

• Despite the strong fundamentals, 2022 also saw demand deferral and in some regions destruction, as well as supply shortages, triggered by production loss, particularly during peak European curtailments of nitrogen capacity as a result of the high natural gas prices.

• Nitrogen markets saw continued price support in a demand-driven environment, given limited capacity additions. Nitrogen prices began to ease in Q4 following the relief in gas markets doubled by seasonality.

Market outlook

OCI believes the outlook for nitrogen markets continues to be supported by crop fundamentals and tight supply dynamics.

1. Nitrogen demand is expected to recover to support rebuilding of global grain stocks:

   1. Global grain stock-to-use ratios are at the lowest levels in 20 years, and it will likely take at least until 2025 to replenish stocks.

   2. Forward grain prices (US corn futures >$5 / bushel to the end of 2025, compared to $3.7 / bushel from 2015 - 2019) support farm incomes and should incentivize increased planted acreage and nitrogen demand to help rebuild these grain stocks.

   3. As a result, global demand is expected to be above trend levels at least until 2025 driven by:

      1. Higher demand in key grain exporting regions (US, Europe, Australia, Brazil)

      2. Higher demand in 2023 from major importing countries with focus on food security.

      3. The recent decline in nitrogen pricing is supportive of improving affordability and demand.

      4. China recovery and lower energy prices are supporting recovery of industrial demand, particularly for ammonia.

2. Nitrogen supply is expected to be tighter over 2023 – 2027:

   1. Industry consultants expect no new major greenfield urea supply to come online in 2023, and limited additions to 2026, whereas new Russian supply is still delayed.

   2. The ammonia market is also tight, with merchant demand expected to exceed supply from 2023 – 2026 compared to a net surplus in 2015 – 2019.

   3. There is good visibility on the supply outlook given long lead times of four to five years to build new plants and replacement costs have risen materially due to inflationary pressures.

   4. Chinese urea exports in 2022 were 47% lower year-over-year and are expected to remain low over the medium term, with export controls in place until H2 2023 to prioritize domestic demand.

3. Feedstock pricing is expected to remain volatile in the short-term given weather and regulatory intervention, but is expected to remain well above historical averages.

Methanol

2022 market review

• Methanol prices initially saw strength in Q1 2022 but remained range-bound throughout the year, despite being cheaper than LNG and gasoline - methanol can be used as a lower-cost and cleaner alternative for multiple fuel applications worldwide including heating and transportation.

• China reopened in Q4 and began a recovery in global methanol pricing on the back of improving demand into olefins through Methanol to Olefins units.

Market outlook

OCI believes the methanol outlook is positive on improving industrial demand, rebound in China and limited supply.

1. Methanol demand is expected to rebound in 2023 on the back of China re-opening, also resulting in higher methanol-to-olefins (MTO) operating rates which have been low. Lower energy prices are also boosting industrial demand.

2. There is potential meaningful upside from demand for hydrogen fuels, notably as a cleaner alternative for road and marine fuel applications:

   1. Demand from the European vehicle fuels markets continues to grow, with increased demand for direct blending of green methanol and bio-MTBE.

   2. Incremental demand from the maritime sector is expected to be more than 3 mtpa by the mid-2020's based on current orders from the container vessel segment alone.

   3. We are also encouraged by the recent orders from non-container segments, underscoring significant potential demand growth from non-consumer freight segments.

3. There are limited new methanol greenfield supply additions in the near/medium term, and we continue to expect tighter methanol market fundamentals over the period 2023 through 2027.

Environmental performance

Performance summary

Climate change action

Our approach to Climate Change Action

To limit global warming, the world needs to rapidly reduce annual emissions. OCI’s focus markets need to contribute to these emission reductions. As shown in the graph below, our products could help contribute to the decarbonization of sectors accounting for nearly 90% of global emissions.

Our nitrogen fertilizers are essential to achieving the crop yields necessary to meet global food demand. We believe that ammonia and methanol are the most promising products to enable the energy transition, with their application as shipping fuels being particularly promising as these products can help this sector decarbonize in a cost-effective way.

With production facilities in five countries around the world, our operations are subject to different environmental regulations, but we are unequivocal in our goal to reduce our environmental impact wherever possible. This has been our policy since we first entered the nitrogen space in 2008.

We have invested in achieving this by both minimizing our environmental footprint through continuous investment in technologies to maintain young and efficient asset fleets, and maximizing our development of greener products, including our cleaner fuel solutions portfolio.

Our environmental targets to reduce our scope 1 and 2 greenhouse gas emissions intensity by 20% by 2030 as described on pages - underscore our commitment to reduce our climate impact throughout our value chain. We aim to achieve our targets through a comprehensive climate strategy that includes investing in cleaner technologies and projects, recycling and reusing resources, and cooperating with all our stakeholders, industry peers, governments, and other institutions in the fight against climate change.

Our GHG emissions profile

Our groupwide target is to reduce our Scope 1 and 2 greenhouse gas (GHG) emission intensity by 20% by 2030 and aim to achieve carbon neutrality by 2050. This target brings us close to aligning to the 2°C pathway, and we are exploring joining the Science Based Target Initiative (SBTi) in the next few years to move to a science-based target in the future. The gross Scope 1 and 2 greenhouse gas emissions are calculated using the EU ETS methodology. This means that the CO₂ used in the production of urea and other downstream processes, which is defined as Scope 3 as per the GHG Protocol, is included. By including the CO₂ that goes into downstream processes, we eliminate the fluctuations that may occur when we make any changes or experience downtime in our downstream product mix and present a transparent view of the CO₂ produced when making ammonia. This also better aligns us to the SBTi’s methodology.

2019 was chosen as the base year in line with the Science Based Target Initiative’s (SBTi) recommendations. It was the first year following completion of our expansion program and includes a full year of emissions from Fertil and 50% of Natgasoline. Base year GHG emissions will be recalculated with any significant change in business operations (for example, acquisitions or divestments, or a change in product portfolio), corrections to historical data based on availability of more accurate information, or changes to reporting methodology. We refer to page for the reporting boundaries.

Decarbonization roadmap

We developed a roadmap to achieve our targets, consisting of both sustainable short-to-medium term and long-term value-enhancing initiatives offering sustained environmental and operational benefits. Our decarbonization roadmap has 3 pillars:

1. Operational excellence: Through a strong focus on energy efficiency and asset reliability, we expect to deliver approximately 5-7.5% of our target, which will be achieved through short-to-medium term quick wins at no or low capital expenditure requirements while simultaneously generating more than USD 75 million¹ of annual incremental EBITDA. This is further described on pages - .

2. Renewable energy sources: Switching our facilities to renewable energy sources (RES) through power purchase agreement and renewable energy certificates for our purchase electricity (scope 2) will contribute approximately 4% of our target at relatively low economic cost and allow us to better hedge price volatility. This is further described on page .

3. Low carbon growth initiatives:  We believe we can deliver approximately 10-12% of our target through new strategic, lower carbon initiatives that follow the transition pathway of grey to blue to green and circular, capitalizing on both new and established technologies such as waste gasification, CCS, purchased blue and green hydrogen. This is further described on pages - .

1. USD 75 million annual incremental EBITDA achieved through Operational Excellence was based on January 2021 pricing when the target was established, and will be dependent on the prevailing pricing environment

Operational excellence

The Global Operational Excellence Program is already set in motion and is being rolled out across all our sites.

We continuously look for ways to maximize our production efficiencies, minimize our emissions and waste, and maintain our health and safety records. Operational excellence is integral to optimizing energy efficiency, which in turn is necessary to minimizing our scope 1 GHG emissions as the bulk of our scope 1 GHG emissions are emitted when we consume natural gas to produce ammonia and methanol. Our assets hold global certifications recognizing the quality of our environmental management processes, such as ISO 14001 Environmental Management System, ISO 50001 Energy Management System, and RC 14001 Responsible Care Management System, on which employees are also trained. Other certifications include REACH, International Sustainability and Carbon Certification (ISCC), and Fertilizers Europe Product Stewardship. We are compliant with the applicable environmental regulations at each of our locations.

The program is founded on three key pillars that are tightly interlinked: Process Safety, Reliability and Energy Efficiency, underpinned by our commitments to minimize waste and maximizing resource productivity. The program is expected to yield significant reductions in GHG intensity and contribute approximately USD 75 million per year in incremental EBITDA over the next three to five years. This is further explained on the next page.

Renewable energy sources

OCI commits to source 100% renewable electricity for our global operations from 2030 onwards.

We aim at sourcing from solutions with higher additionality available in the markets where we operate, such as Power Purchase Agreements (PPAs) and Energy Attribute Certificates (EACs) purchased in the same market where consumption takes place, where possible.

In 2022, we have finalized our renewable energy market evaluation and developed a purchasing strategy based on best available options in the markets where we operate. We will focus on procuring PPAs in the United States and Europe where they are more readily available. For Egypt and the UAE, we focus on EACs in the short-term while monitoring the development of corporate PPA market when this option becomes available. We will continue to assess new renewable sourcing opportunities in Algeria, in order to encourage the construction of new renewable projects, such as with corporate PPAs.

In 2022, we started to implement our strategy in Egypt and the UAE with the purchase of solar EACs (i-RECs) for 100% of our purchased energy consumption while pursuing PPA opportunities in the United States and Europe.

Low carbon growth initiatives

OCI is building a sustainable company via key projects that drives its global transition to a hydrogen economy.

Decarbonization roadmap towards 2030

We are on track to meet our 2030 Scope 1 and 2 GHG intensity reduction target by executing our 3 decarbonization pillars: operational excellence, renewable energy sources (RES) and low carbon growth initiatives. While we have made progress on our operational excellence and renewable energy strategies as well as low carbon growth initiatives with 2 projects reaching final investment decision (FID) milestones in 2022 (e.g., Blue Ammonia in Beaumont and Carbon Capture and Storage in Iowa), the energy crisis in Europe resulted in unfavorable economic environment to produce methanol and ammonia at our plants in the Netherlands. This has resulted in our 2022 GHG intensity being 2.38 ton CO₂ / product ton, which is +3% vs 2019 baseline:

• Our operational excellence performance: methanol has shown improvement (more on Operational Excellence 2022 highlights on page ) while ammonia remains flat.

• Renewable energy purchase: we have purchased solar i-RECs for 100% of electricity purchased in the UAE and Egypt

• Product mix change: Our Dutch methanol production site stopped production in June 2021 due to the high gas price environment driving negative margins on a cash cost basis. Methanol carbon intensity is on average 4 times lower compared to ammonia (0.7 vs. 2.9), resulting in a significant impact on the group's GHG intensity score (+0.1). We also produced less ammonia in Geleen with the shortfall made up by imports to continue our downstream fertilizer and chemical production, and fulfilling customer commitments. This also resulted in higher GHG intensity for our Dutch nitrogen facilities, since we produced less ammonia (i.e., Nutrien-N ton used in our GHG intensity calculation) while downstream was running at higher capacity (+0.02).

If we factor in growth projects that have reached Final Investment Decision (FID), our GHG intensity will be 2.11, which is 9% lower than 2019 level. Factoring in other initiatives across the 3 pillars, we are on track to reduce our GHG intensity by 27% by 2030 vs. 2019 level.

• Operational excellence initiatives could result in an additional 6% improvement (our strategy stated 5-7.5% reduction where 5% requires low/no cost with medium-term impact while the rest would require capital investment with longer-term impact). Our aim in the coming years is to accelerate focus on reliability, capital performance and energy efficiency.

• By moving the rest of our electricity purchase to renewable sources, we can realize the full 4% reduction vs. 2019 level.

• Low carbon growth projects subject to FID include projects in Europe such as FUREC and gasification at our Dutch methanol facility, and at Fertiglobe such as Egypt Green and Ta'ziz project in the UAE will also contribute to further reduction of GHG intensity.

Product stewardship

Our approach to Product Stewardship

We aim to develop and promote products and services to minimize the impacts and dependencies on the environment (e.g., climate change, air, water and soil pollution, biodiversity and ecosystems) and maximize the impacts on society (e.g., food security, land use changes, health and safety).

Our approach to product stewardship has 3 pillars, underpinned by our commitment to product safety:

Low carbon products

We are committed to developing products and initiatives to provide cleaner and more sustainable solutions to our customers. We aim to grow the share of low carbon products in our portfolio, which include green methanol, blue and green ammonia, and diesel exhaust fluid.

Enhancing nutrient use efficiency and food security

We are committed to working towards global food security. Through various programs, we work with our customers around the world to maximize yields, strengthen crops, prevent soil degradation, promote sustainable agricultural practices, and accelerate growth to meet the world’s rising food demands. We also work to ensure our products are used in a way which safeguards health, occupational and public safety and security, biodiversity, and the environment.

Agriculture both contributes to global warming (~30% of GHG emissions from agriculture) and bears the impacts of climate change, threatening food security, especially for the most vulnerable populations. Ensuring food security for a growing population is a challenge will as the world will need to produce about 70% more food by 2050 to feed an estimated 9 billion people. The challenge is intensified by agriculture’s extreme vulnerability to climate change. Climate change’s negative impacts are already being felt, in the form of increasing temperatures, weather irregularity, shifting agroecosystem borders, invasive pests and crops, and more frequent extreme weather events. On farms, climate change is reducing crop yields, the nutritional quality of major grains, and lowering livestock productivity.

We are actively working on solutions to address environmental impacts and improve yield across the value chain. Our strategy are 3-fold: 1) reducing embedded carbon footprint of nitrogen fertilizers through using alternative feedstocks (e.g., green, bio-based and recycled hydrogen) and carbon capture and storage; 2) developing products that will enhance nutrient use efficiency, hence reducing losses and increasing yield; 3) collaborating across the value chain to promote sustainable intensification.

Fertilizer use is essential to maximize yields, minimize soil degradation, and sequester carbon dioxide

Nitrogen fertilizers are the key nutrient for crop growth and development. High quality soil maximizes farm yields and ensures healthy crops, which in turn naturally sequester carbon dioxide to help fight climate change.

Efficient farming through correct fertilizer application helps farmers maximize the use of existing farmland and reduces land sequestration. OCI’s fertilizer products help achieve sustainable agriculture by providing an effective and environmentally sound source of nitrogen. By using nitrogen fertilizers effectively, farmers can:

• grow more food on their land,

• reduce soil nutrient loss and improve soil quality, and

• reduce the need for new farmland to be sequestered, which therefore reduces GHG emissions by limiting deforestation.

Without annual application of nitrogen fertilizers to replenish soil nutrients, soil health is eroded resulting in lower yields and biodiversity loss amongst many issues.

Promoting sustainable intensification

Inappropriate fertilization practices can lead to the loss of nutrients to the environment. If those nutrients are not replaced, soil health will decline and eventually lead to soil degradation. In order to prevent the expansion of agricultural production onto uncultivated land, and thus avoid further loss of biodiversity  and the release of sequestered carbon , it is crucial to supply existing agricultural land with a sufficient amount of nutrients.

The importance of healthy soils for agricultural production is particularly crucial in the current geopolitical situation, where we are confronted with a serious food security threat, also resulting from an abrupt reduction in fertilizer production, with consequences across the whole agri-food supply chain. By applying sustainable intensification practices, farmers will be able to maximise the use and efficiency of existing farmland while minimising the environmental impact on the same land area. Sustainable intensification can therefore represent an effective and valid approach to the sustainability of the agri-food supply chain, while contributing to food security and, including measures such as:

• The use of harmonised standards and indicators such as the Nitrogen Use Efficiency (NUE) Indicator, for example, one developed by the EU Nitrogen Expert Panel , which is able to provide information about resource use efficiency.

• The use of precision farming tools and techniques that can help farmers to effectively assess crop nutrients requirements.

• An increase in the replacement of conventional mineral fertilisers with Enhanced Efficiency Fertilisers (EEF’s) which improve fertiliser use efficiency, mitigate climate change and reduce nitrogen losses to the environment significantly.

• The adoption of “4R” principles: using the right fertiliser source at the right rate, at the right time and in the right place.

• The use of targeted fertigation techniques.

• The use of low carbon and renewable ammonia in fertiliser production, helping to reduce overall Scope 1 GHG emissions.

We work with industry associations to educate farmers on fertilizer application, storage, provide digital resources, and to encourage sustainable farming. In the US, we support the 4R Nutrient Stewardship program through our membership in The Fertilizer Institute (TFI).

Reducing other (non-GHG) environmental impacts

Diesel Exhaust Fluid (DEF) – improving fuel efficiency and abating NOx emission

DEF, which is also known as AdBlue in Europe and marketed as AdGreen by Fertiglobe, is a non-hazardous aqueous urea solution consisting of approximately 67.5% deionized water and approximately 32.5% urea. DEF is used in Selective Catalytic Reduction (SCR) systems to lower harmful vehicle exhaust emissions from diesel engines, with the added advantage of improving vehicle fuel economy by approximately 5% and using diesel fuel more efficiently. DEF breaks down nitrogen oxides emissions into nitrogen gas and water vapor, thereby eliminating environmentally harmful emissions from cars, trucks, buses and other heavy-duty vehicles.

We are seeing strong regulatory-driven growth DEF, often our highest-margin product out of Iowa. We are one of the largest producers and distributors of DEF in the United States, with our nitrogen facility in Iowa capable of producing a million tons, and our United States distribution arm, N-7, also marketing DEF produced by Dakota Gasification and Dyno Nobel. We also have DEF production capabilities of approximately 450 thousand metric tons at Fertiglobe.

Regulations in the United States, Europe and China are driving demand growth by requiring the replacement of older vehicles, particularly heavy-duty trucks, coupled with higher dosing rates in newer-generation diesel engines.

We see this as being the only viable option for emissions abatement for trucks and rail in the foreseeable future as the switch to electric vehicles has proven to be unsuccessful to date for heavy-duty trucks or farm vehicles due to poor power-to-weight ratios, leaving few near-term alternatives to DEF for emissions abatement in truck and rail.

Sustainable methanol and ammonia as marine fuels – reducing air pollutants

According to the environmental assessment of methanol used as ship fuel conducted by the International Maritime Organization (IMO) and DNV GL, the life-cycle NOx emissions from methanol are approximately 45% of those from conventional fuels per unit energy and the life-cycle SOx emissions of methanol are approximately 8 % of those from conventional fuels per unit energy. In the case of both NOx and SOx, the emissions reductions are due to the fact that methanol results in lower emissions during the combustion phase.

While ammonia engines are still being developed for use in marine shipping, ammonia fuel cells offer the potential to eliminate emissions of all the gaseous, PM and GHG emissions from power generation, especially the direct NH3 fuel cell conversion; the main emissions from the electrochemical process are N2, H2O and O2.

SOx and NOx emissions are important in a maritime context primarily because of their harmful effects on human health, land-based infrastructure and natural habitats. Their emissions near ports or where humans are present is where they do the most damage, but on a regional level they also contribute to acid rain creation and potentially local acidification of the marine environment. Their life-cycle emissions are therefore quantified here.  Particulate emissions are important from a human health perspective, with black carbon also seeing attention as a short-lived climate change forcer and a potential ice-melt accelerator. Additionally, methanol combustion does emit formaldehyde, which has a human health effect.

Product safety

Product stewardship ensures that our products and their raw materials, additives and intermediate products are processed and manufactured, handled, stored, distributed, and used in a way which safeguards health, occupational and public safety, the environment, and which ensures security.

Our approach to product safety

Product stewardship and chemical safety is supervised by the Board HSE & Sustainability Committee and subject experts from each facility contribute to risks assessments and internal audits of the HSE impact of our product portfolio. We use the best available technologies to minimize our carbon footprint and implement the Product Stewardship guidelines developed by Fertilizers Europe and International Fertilizer Association (IFA) throughout our production processes to monitor and minimize our environmental, health and safety impact from feedstock to farmer.

We comply with international standards as members of IFA, Fertilizers Europe, The Fertilizer Institute (TFI), the International Methanol Producers & Consumers Association (IMPCA), the European Melamine Producers Association (EMPA), the Ammonia Energy Association, and the Melamine REACH consortium, among others.

We are committed to our obligations regarding any environmental and health regulatory aspects of the chemicals we handle, and we closely monitor regulatory and safety developments for all our chemicals. Our products do not include ozone depleting substances, persistent organic pollutants (POPs), polyaromatic hydrocarbons (PAHs), or polychlorinated biphenyls (PCBs). In December 2022, the European Commission concluded that unprocessed melamine is a Substance of Very High Concern (SVHC) for inclusion in the REACH Candidate List due to scientific evidence of probable serious effects to human health and the environment which give rise to an equivalent level of concern to PMT (Persistent, Mobile, Toxic) properties in the environment. The inclusion in the Candidate List brings immediate obligations. These obligations, which are effective from the date of inclusion, refer not only to the listed substances on their own or in mixtures but also to their presence in articles. As a producer of melamine, we provide our customers and partners with an updated safety data sheet (SDS) with Section 15 updated to reflect the identification of the substance as an SVHC. In addition, we use information in the Chemical Safety Reports (CSR) in our site to minimize exposures and emissions to humans and the environment. We strive to substitute any identified SVHC as raw material or intermediate where possible and if a product cannot be substituted, we comprehensively assess the risk potential of the substance by weighing the degree of HSE risk and regulatory restrictions or classification, technical and financial feasibility of developing a substitute, and stakeholder concerns, amongst other considerations. We fulfil our obligations by enforcing strict process and occupational safety and product handling measures to minimize risks of exposure to health and to the environment. We have identified five chemical substances of concern, which we monitor and manage carefully in line with regulatory processes and our HSE, product stewardship, and chemical compliance policies and procedures. We are also assessing alternative substances and regulatory actions for these chemicals.

In line with our commitment to leadership in product and HSE stewardship, during 2020 the Board formally ratified our policy to not produce, sell or trade solid ammonium nitrate (AN) given the product’s public safety concerns. This also allows us to ensure that our business trajectory is in line with global insurance and directors’ liability advice, which is increasingly stringent around AN. With ever-increasing concerns surrounding AN, the product could be substituted by much safer urea or other nitrates going forward.

Safe product handling

We publish Safety Data Sheets (SDS) on our website for all our products and substances. We monitor and evaluate the environmental, health and safety data continuously and update the information published in the SDS section of our website regularly. SDSs provide safe handling, storage, disposal, and personal protection equipment (PPE) information and disclosure on potential health and safety effects due to exposure or mishandling. All SDSs and product labels comply with applicable laws and regulations, including but not limited to REACH, US EPA, CEPA, and CLP. The safety data sheets are translated into several languages to make them more accessible for our global customers.

Stem cell technology, nanotechnology, genetic engineering, and other emerging technologies

We do not make use of stem cell technology, nanotechnology, genetic engineering, or any other emerging technologies.

Genetically Modified Organisms (GMOs) and neonicotinoids

We do not produce GMOs or neonicotinoids (pesticides), nor do we make use of the technology. Through our participation in farmer education programs, we promote the safe use of such products in our supply chain.

Animal testing

We do not conduct animal testing.

Other environmental impacts

Water in our operations

Our approach to Water in our operations

Ensuring sustainable withdrawals of freshwater especially in areas with water stress, improving our water efficiency over time, and ensuring safe water discharge.

• Understand and mitigate our water risks and impacts by focusing first on our sites in water-stressed areas

• Maximize water efficiency in our operations

• Work towards water stewardship in our value chain, from our operations to our products

• Ensure safe discharge of water

• Ensure WASH access to all our employees and contractors

As water is an essential but finite resource, we work diligently to maximize our water efficiency and are focused on reducing our water use wherever possible at all our sites. We primarily use water in our production processes for cooling, steam generation, or in our downstream aqueous products. Our water management processes implement best available technologies wherever possible to reduce our water use and maximize reuse and recycling of water in our production processes to minimize our water discharge and our need for freshwater. Most of our water consumption is recycled several times in closed loop systems to reduce our intake of freshwater wherever possible and use non-potable water sources such as treated water from industrial sources and seawater to reduce our impact. We have made significant investments to reduce our use of freshwater wherever possible, and particularly at our sites in water stressed regions such as the Middle East and North Africa where we have installed desalination units to use seawater instead of freshwater.

We closely monitor our water withdrawals and discharges at every facility and ensure any discharged water is treated to meet applicable environmental requirements and safely discharged. At several facilities, including those in Egypt and Iowa, we have invested in on-site pools to safely evaporate discharged water, or treat the collected water for irrigation. Some of our facilities benefit from interconnections with neighboring plants, allowing them to safely recycle water for use in other facilities’ production processes. We meet or exceed all water quality regulations and permits through our water management and treatment processes to ensure we do not impact local water sources. Water management - including water quality - is a key element of our overall HSE and resource use management systems and is monitored by the Board of Directors’ HSE & Sustainability Committee. We continuously review our water management processes, our water use, and evaluate ways in which we can improve our water stewardship at every facility.

Our Middle East and North African (MENA) operations work diligently to minimize their use of freshwater given the high stress on water resources in the region. We have invested in reverse osmosis and seawater desalination units on-site at all our MENA locations.

Sustainable innovation and technology

Accelerating the development and deployment of technologies to decarbonize our economy is at the core of tackling climate change effectively at the speed required. Many of the technologies we need are already market-ready today, the challenge is how to scale them up fast. This is where OCI comes in. Our track record of rapidly building up and consolidating capacities across industries, from construction to cement and chemicals, in the last 6 decades, demonstrates our ability to drive global decarbonization and energy transition at speed. We bring our strengths to bridge the gap between climate innovations and technologies and market, at scale, at speed:

• Project development and execution: from idea to engineering, procurement and construction, financing, and project execution, we bring projects to life at speed.

• Operational excellence: once the project is built, our operational capabilities will ensure the plants run reliably and efficiently and products delivered to customers consistently.

• Commercial optimization: as a global producer and trader of hydrogen-based products, we focus on ensuring the sustainable products reach the end customers while maximizing value.

Our approach to scaling climate technologies and innovation:

Partnering with innovative technology licensors and project developers			What we have done in 2022	We are not an R&D company, we are an innovative project developer and business model innovator, with a 30-year track record of greenfield developments in multiple geographies. Therefore, we partner with the most trusted names in technologies and other project developers: We work with KBR, Tecnimont and Linde to engineer, build and supply low carbon hydrogen, respectively, to our Blue Ammonia project in Beaumont. We partner with Scatec, Engie, Masdar, and RWE respectively, on various renewable and low carbon hydrogen developments where we are either an equity partner or off-taker or both.
Scaling up commercially and technically viable climate technologies quickly				We focus on technologies that are market ready (at least TRL 8 and above), we then move them through the pipeline at speed: In 2022, we reached financial close for 2 projects: new 1.1 MTA Blue Ammonia in Beaumont, Texas, where construction has started, and carbon capture and storage of 450 KTA of CO2 emission at our nitrogen facility in Iowa. At commissioning in 2025, Blue Ammonia is the largest project of its kind globally. In November 2022, we commissioned the first 15MW PEM electrolyzer in Egypt to produce green hydrogen and ammonia. It is the first of its kind in Africa and the Middle East.
Selectively investing in downstream innovations to accelerate demand				To encourage demand development, we partner with our customers and others in the network to develop technologies that are sustainable: We partner with World Rally Championship (WRC) and P1 FUELS to produce a first-of-its-kind blend of green and synthetic fuel for an FIA World Rally Championship series, demonstrating the potential for green methanol in low carbon transport. With our partner UniBarge B.V., we are to develop Europe’s first dual-fueled bunker barge powered by green methanol to be deployed at the Port of Rotterdam, Europe’s largest port, in 2024. The barge will be the first green inland waterway craft in Europe to also serve as a methanol bunker delivery vessel, both delivering and operating on green methanol.

Resource use and circular economy

Our production processes for nitrogen and methanol products produce limited by-products and are not waste intensive. Our distribution processes are primarily bulk shipments with minimal packaging required. Almost all the waste we produce is non-hazardous and primarily result from maintenance activities. Each facility monitors and minimizes its hazardous and non-hazardous waste through active waste management programs. The primary source of hazardous waste is spent catalyst, which is disposed of safely as per local regulations. We minimize potential waste leakage, effluents, or spills through primary and secondary containment systems that are regularly inspected. All processes undergo regular reviews by our HSE teams to identify and implement waste reduction opportunities where possible.

Non-GHG pollution in our operations

Nitrous oxide (N₂O) is almost 300 times more potent than carbon dioxide (CO₂) as a greenhouse gas and is primarily produced by our nitric acid plants. We have invested in our nitric acid plants to bring our nitrogen oxide (NOx) and N₂O emissions down by installing best available abatement technology such as de-NOx or selective catalytic reduction units and catalyst replacements through our responsible catalyst management processes.

As a result of these investments, our global N₂O emissions are lower than the global average for nitric acids plants, and our overall NOx emissions are lower than the global average for nitric acid plants. We continue to evaluate ways to achieve further reductions of our NOx and N₂O emissions.

Local biodiversity and ecosystem services

None of our production facilities are located near protected areas or areas of high biodiversity, and we are not required to maintain a biodiversity management plan for any of our sites. We comply with all relevant regulatory requirements and environmental policies when assessing new projects, which would include environmental and biodiversity impact assessments wherever relevant.

EU Taxonomy

As of 2021, we have started to report on the EU Taxonomy. For FY 2022, we have disclosed eligibility and alignment on the first two environmental objectives (climate change mitigation and climate change adaptation) in our total turnover, capital expenditures (CapEx) and operating expenditures (OpEx). We concluded that 25% of our turnover activities (refer to page ), 31% of our CapEx activities (refer to page ) and 26% of our OpEx activities (refer to page ) qualifies as eligible.

We determined that our activities are categorized under activity 3.15 – Manufacture of anhydrous ammonia. The manufacturing of methanol, blends, and melamine was assessed and is not eligible under the economic activities currently in scope of the EU Taxonomy.

We evaluated the eligible activities in relation to the substantial contribution, the DNSH and MS criteria. For FY 2022, we do not report Taxonomy-aligned activities as we do not formally meet all substantial contribution, DNSH and MS criteria yet. We will continue to improve our processes to meet these applicable criteria of the EU Taxonomy. For further details, see EU Taxonomy in the ESG performance statements.

Social performance

Performance summary

Health, safety & wellbeing

Our approach to Health, Safety & Wellbeing

As described on page , our Global Operational Excellence Program is founded on three key pillars that are tightly interlinked: Process Safety, Reliability and Energy Efficiency. Process safety enables reliability, which in turn enables energy efficiency to achieve lower GHG emissions.

Our approach focuses on the following health, safety and environment (HSE) priorities:

• Commitment to zero injuries

• Focus on operational excellence

• Continuous improvement of our processes

• Health and wellness of all employees

Our HSE Framework

The HSE Framework provides our sites, employees, and contractors with a set of standards and procedures based on industry standards and global best practices. Our

HSE policies and standards apply to all employees and contractors, regardless of employment type.

Each facility additionally implements tailored initiatives and supplemental procedures to enhance their HSE standards depending on their specific needs and technologies.

The Board HSE & Sustainability Committee, which is also responsible for supervising the group’s overall HSE performance, receives quarterly updates. The HSE function is led by the Corporate HSE Director, who reports to the VP Manufacturing. The HSE organization comprises corporate and local teams who are responsible for HSE compliance, monitoring, and reporting.

HSE performance monitoring

The Corporate HSE team reviews and monitors all facilities’ site-specific programs and performance metrics, which are implemented, maintained, and reported by each facility’s management team in compliance with the HSE Policy. The Corporate HSE team also assists the sites in implementing the OCI HSE policy when required and reports each site’s performance to the HSE Committee on a quarterly basis. The HSE & Sustainability Committee sets groupwide targets that are cascaded to site-specific HSE targets annually.

The Executive Directors review each site’s monthly HSE performance and trends with local site leadership during the monthly business review. In addition, HSE audits at each site periodically assess the implementation of OCI’s HSE policy.

Commitment to zero injuries

Safety is a core focus in every aspect of our operations. Our goal is to achieve leadership in safety and occupational health standards across our operations by fostering a culture of zero injuries at all our production facilities, and continuously improving health, safety and environmental monitoring, prevention and reporting across our plants.

We have integrated this goal into our corporate values, and into the programs and policies of each of our production facilities. Safety is considered an integral part of plant operation, quality control, cost reduction and efficiency, and we are committed to providing resources to enable this.

Occupational safety

The lost-time injury rate (LTIR) decreased from 0.20 in 2021 to 0.08 in 2022. The total recordable injury rate (TRIR) remained more or less flat at 0.40 (2020: 0.35). We take every incident seriously and have conducted full investigations and incident reports for each, sharing learning and best practices across the group after each incident in an effort to avoid repetition.

We are committed to enforcing a culture of zero injuries, where every person is safe at all times. During the year, one of our sites achieved zero injuries, and five of our sites achieved zero lost-time injuries.

We are proud of every employee’s and contractor’s diligence and attention to safety, which has brought our total recordable injury rate down by around 50% since 2014. Accordingly, we maintain awareness activities for all employees and contractors as part of our training program. We also reinforce our HSE standards among contractors, which have historically consistently suffered more incidents than our employees.

We will continue to promote a strong safety culture and focus on targeting zero injuries across our organization, both with our own employees and with contractors.

Emergency preparedness

Every facility has emergency preparedness plans in place with emergency response teams. The emergency preparedness plans and response teams are tested and trained regularly. All sites also align closely with local police, fire, and other emergency response providers to ensure the best possible response protocols are implemented. Facilities located on shared industrial sites also coordinate closely with the industrial site facilities management teams.

Focus on operational excellence

We promote excellence in every aspect of our operations to ensure a safe and healthy work environment, protect our communities, and optimize operational costs. We continuously train all employees to implement the best sustainable practices and maintain our focus on operational excellence.

Process safety

We implement a process safety management framework across our sites, which was developed based on international industry best practices and standards including the U.S. OSHA Process Safety Management regulations and AIChE Technology Alliance – Center for Chemical Process Safety (CCPS) information. Our PSM is further enhanced by case studies on industry incidents and lessons learned and based on learning from underlying leading KPIs.

We track process safety incidents (PSI’s) in three categories of severity and take all incidents very seriously. The PSI rate (PSIR) improved from 0.55 in 2021 to 0.51 in 2022.

All PSIs are reviewed with a root-cause-analysis with lessons learned shared across all sites. We continue to work diligently to reduce the number of PSIs at all our sites every year.

Global management and quality assurance standards

Our assets hold global certifications recognizing the quality of our products and management processes, including ISO 9001 Quality Management Systems, ISO 14001 Environmental Management Systems, and ISO 45001 Occupational Health and Safety Management Systems. Other certifications include International Sustainability and Carbon Certification (ISCC), Fertilizers Europe Product Stewardship, and OCI Methanol Texas is an OSHA VPP Star Site.

Continuous improvement of our processes

We regularly assess our HSE management systems to ensure our processes enable operational excellence. We do so through internal and external HSE audits, insurance reviews, performance reviews, incident analysis, and groupwide knowledge sharing. We reward HSE excellence, encourage best practice sharing across our sites, and provide additional support wherever needed to ensure all sites meet or exceed our standards.

Groupwide knowledge sharing

We have set up several avenues to enhance and facilitate communication and knowledge sharing across our global HSE community. Examples include:

• Monthly groupwide safety calls to share learnings of occupational and process safety incidents and to initiative companywide improvement initiatives.

• All sites generate one-page flyers of incidents and near misses that are shared, and lessons learned with fellow colleagues during the monthly Process Safety Sharing Incident Teleconferences.

Health and wellness of all employees

Occupational health and general well-being are part of our overall HSE management, and we implement wellness programs across the organization to ensure that everyone working at OCI remains healthy.

A Fitness for Duty Process is set up to ensure that each employee can safely perform the essential physical and mental requirements of the job. A Health Risk Assessment approach is in place to estimate the nature and probability of adverse health effects to people by identifying the adverse health effects that can be caused by any exposure to any hazardous agent or the work environment.

Plant certifications

Diversity & inclusion in our own workforce

We are OCI Global

As a global employer present in ten countries, we value the breadth and depth of talent available to us across our locations and are proud to have cultivated a strong community-focused identity as a local employer with 4,059 employees around the world.

We are committed to maximizing the use of local resources whenever possible by drawing local people into our company and developing their skills, and by choosing local partners where possible to supply materials and other services.

This approach has allowed us to develop a diverse global workforce encompassing 56 nationalities, with multiple ethnicities, religious beliefs, cultures, ages, orientations, and other traits working together respectfully and with a shared sense of purpose. Together, we are powering a cleaner future sooner.

However, we know there is more work to be done to nurture the diversity of thought, experience, backgrounds, and viewpoints that we believe is crucial to enriching our performance, quality of decision making and culture. We are committed to fostering an inclusive culture that allows every voice in our organization to be protected, heard, and valued. We have translated this commitment into action through our group-wide D&I program, which aims to ensure fairness, equality, and diversity in recruiting, rewarding, motivating, retaining, and promoting employees.

Though we operate in traditionally male-dominated industries, we are focused on improving our gender diversity in both technical and non-technical roles and at all levels of our organization. We have set internal benchmarks and targets to improve our recruitment processes, conduct de-biasing training, provide sponsorship and mentorship opportunities, and develop employee networks that help them succeed.

During the year, we implemented multiple initiatives to improve our gender diversity, including mentoring of women by senior leadership, interaction between women and executive leaders, and specific attention for women during talent review and succession planning. Our D&I program is supported and monitored through a D&I forum in which senior leaders review, discuss progress, and action necessary interventions or improvements across our D&I agenda to champion and drive further progress to achieve our goals.

We believe these initiatives will enhance inflow, development, growth, and retention of talented women at OCI Global.

Talent recruitment, development, and retention

We are committed to fostering an environment that encourages individuals to seek opportunities for professional growth and enrichment. We recognize the importance of training and development of new employees, improving the performance of experienced employees, and building future leaders. We invest in our employees through training and development programs focused on professional growth and enrichment. Opportunities are tailored to the needs of each employee and can include on-the-job practical training programs, sponsoring higher education, mentorships and leadership programs for succession planning, and online courses

During the year, our recruitment process supported our gender diversity program by using diverse recruitment sources, training employees engaged in our recruitment to ensure that they recognize conscious and unconscious bias to select the best candidates fairly for every role, and investing in the development of a pipeline of talented female students through the strong school links we have across our locations. Through sizable donations in Iowa and Beaumont, we have supported the establishment of STEM-focused educational opportunities for students of all ages. We have also encouraged female participation in STEM by attracting more female co-ops, interns and apprentices, and investing in the Society of Female Engineers conference in the USA. For more information on our STEM-focused community initiatives, refer to the Local community engagement section of this report. These developments to our talent pipeline demonstrate our commitment to improving the gender balance in our industry, attract a more diverse pool of candidates, build a stronger talent pipeline, and create a more diverse and inclusive workplace culture.

In terms of the development of our employees, we continue to focus on a fair and equitable distribution of potential successors for each role and are committed to promoting diversity and inclusion in our succession planning process. We are also cognizant of the importance of creating safe spaces for employees to be heard, and have set up multiples avenues to encourage this, including mentorship opportunities, informal meetings for direct access to female leaders and senior management, workshops and training sessions on inclusive behavior, and feedback sessions for female employees to discuss the status of our D&I agenda.

At the Board level, we continue to prioritize the recruitment of female candidates should a board vacancy arise, with the percentage of female Executive Directors currently at 25% and the percentage of female Non-Executive Directors as per the upcoming AGM subject to shareholder approval at 33%, in line with diversity legislation. Women as a percentage of total employees increased to 12.9% in 2022 from 11.4% in 2021. Approximately 21.8% of senior leadership positions across the organization were held by women, indicating we are making progress to achieve our 25% by 2025 target, despite this being a stretching goal given the expected growth in the business will be in manufacturing rather than corporate roles going forward. In non-technical roles we have already achieved 32.0% female employees. We will continue to work towards increasing gender diversity while continuing to hire and promote based on merit.

Competitive Pay

We are mindful of the importance of ensuring that all employees are well rewarded and recognized for their contribution to the business and have crafted our local compensation frameworks to ensure that we pay well.

We believe that when an employee can afford their family’s needs including discretionary income, they are more motivated to succeed. We consistently rank between median and upper quartile of employers by annual compensation in each of our communities.

In addition to the ability to earn top quartile compensation, we offer all employees, including part-time employees, a range of benefits, including but not limited to health insurance, retirement plans, parental leave, and other non-financial benefits in line with local employment laws.

Employee engagement

We strive to encourage open dialogue across all levels of the organization, including with senior management. The OneOCI platform provides employees with regular updates on a variety of corporate, operational, and industry matters, enhances communication across the group, creates opportunities for employees to connect across countries and functions, and provides an additional means to reach senior management. We also conduct surveys at the group and local levels to gather feedback on various topics.

We value the feedback from these engagement channels and are continuously making improvements to enhance all employees’ experiences at OCI. As part of our wider engagement efforts under the OneOCI program, we plan to conduct a groupwide employee engagement survey in 2023 to identify our internal baseline and develop targeted engagement actions per site and function.

During the year, we launched a culture change program to make our culture more explicit and promote our shared values of Collaboration, Agility, Resourcefulness and Excellence by developing OCI Behaviors to complement and reinforce our values. Our behaviors promote three areas of leadership:

• Results: driving relentlessly for results and acting as an entrepreneur,

• People: empowering people and working collaboratively, and

• Thought: managing complexity while having the ability to reflect and learn.

We have deployed our values and behaviors extensively throughout several of our key talent initiatives including training and performance management. We have supported the values and engaged our employees in promoting our OCI behaviors within our performance management system to ensure we focus on improving both what we do and how we do it across the company.

We have also adopted a lean functional organization which has now been implemented with global centers of expertise supporting networks of technical and functional experts across our operating units. As a global business with a consistent culture and way of working, we are creating new career opportunities for our existing employees to develop their careers locally, regionally, and globally.

Other social impacts

Human and labour rights

We are committed to respecting and promoting human rights and safe working conditions.

We conduct all business activities responsibly, efficiently, transparently, and with integrity and respect towards all stakeholders. We maintain a Business Partner Code of Conduct which outlines our expectations towards our business partners with regards to the same compliance topics as are included in our Code of Conduct.

These principles are based on global human rights standards, including the International Bill of Human Rights, the International Labour Organization’s declaration on Fundamental Principles and Rights at Work, and the United Nations International Children’s Emergency Fund (UNICEF). Accordingly, our suppliers cannot use forced or child labor, or engage in slavery or human trafficking.

These principles also form part of our Human Rights Policy, which falls within our Compliance Framework and aims to ensure that salient human rights issues potentially arising through our supply chain are tackled effectively. We perform customary due diligence to ensure our suppliers and business partners are compliant and have an anonymous reporting hotline where employees can report suspected violations throughout our supply chain.

Our employees can join a union, works council, employee association, trade union, or similar labour organizations in line with local regulations. As such, approximately 32.7% of our total workforce is covered by Collective bargaining or unions. We strive to maintain productive relationships with the labour organizations representing our employees and engage with them regularly.

• No forced or child labor

• No harassment or discrimination

• Safe and healthy workplace

• Fair compensation and living wage

• Equal employment

• Freedom of association and collective bargaining

Local community engagement

As a local employer in each of our communities, we are proud to have strong stakeholder engagement programs in place that allow us to identify and participate in the social development causes that matter most locally. Accordingly, we have cultivated local social development programs tailored to the specific needs of each of our communities to maximize the impact of our donations. In addition to our sponsorships and financial contributions to various causes, our employees personally invest their time in our local communities by participating in fundraisers and volunteering at events.

Our community outreach and philanthropic philosophy are founded on two core development pillars: education, with a focus on Science, Technology, Engineering, and Mathematics (STEM), and local social development, with a focus on food security.

Our Impact in 2022

Our tailored approach allows us to create a meaningful and sustained impact through long-standing partnerships with charities and non-profits serving our communities, such as Southeastern Iowa Community College’s Building the Dream program, JINC in the Netherlands, World Central Kitchen, the Southeast Texas Food Bank, Sawiris Foundation for Social Development (SFSD), and Fertil’s College Students Internship Program. Please refer to Our Stories on our website for more examples of how we create value for our communities.

Education

We endow time and resources into the entire education value chain, from donating school supplies to children in need and rewarding high achievers by funding university scholarships and providing on-site training and internship opportunities. Our local operations have worked hard to encourage students of all ages to pursue an education in fields of science, technology, engineering and mathematics (STEM) through various initiatives. In 2022, 1,624 students and young professionals benefited from the training or education opportunities availed through the programs we participated in or sponsored in Europe, the United States, and North Africa.

We also participate in programs specifically designed to encourage girls and young women to pursue STEM, such as the Girlsday science and technology program in the Netherlands and Lamar University’s Society of Women Engineers. 

In addition, we continue to partner with JINC in the Netherlands to provide underprivileged 8–16-year-olds with mentorship opportunities in various professions, helping them find out what kind of work suits their talents and how to apply for a job. During the year, we hosted 259 students at our nitrogen facility in Geleen and in our Amsterdam office. OCI employees provided mentorship and coaching on digital skills, career paths, and job applications, and provided short internships. In addition, two JINC students participated in "CEO for a Day", taking over a leadership role by shadowing our Chief Legal and Human Capital officer in Amsterdam, and the head of our nitrogen facility in Geleen.

In the United States, we made several sizeable donations to develop education opportunities in Iowa and Texas. We donated USD 200,000 to the Beaumont Independent School District to develop opportunities to expand STEM education for students through a mobile STEM lab, continuing our years-long partnership with the school district.

We also made a USD 250,000 donation to the Lee County Career Advantage Center to provide additional educational opportunities for individuals and families in southeast Iowa. The Lee County Career Advantage Center is a collaboration between the Fort Madison, Central Lee and Keokuk school districts, Southeastern Community College, Lee County Economic Development Group, and the southeast Iowa business community, including OCI Nitrogen Iowa. The center will provide a premier learning space designed to provide students and parents with additional workforce skills tailored to specific industries in the region and connect those learners with local employment opportunities.

Food Security and Social Development

We pay close attention to the social causes that matter to each community to effectively participate in local development. Such causes include sponsoring or donating time to local sports teams, music and arts festivals, food banks, toy runs, youth programs, and animal rights causes. In addition, we have strong ties to local healthcare initiatives that provide necessary physical, mental, and emotional support to our communities. Our plants work with trusted partners focusing on the issues that significantly impact their communities, including elderly care centers, cancer treatment and support, essential supplies for the underprivileged, and programs that encourage healthy living.

A key social issue both locally and globally is food security. At OCI, advancing global food security is at the heart of what we do, with our nitrogen fertilizer products providing the key nutrient for crops. Our unique global nitrogen fertilizer production footprint gives us unparalleled agility in responding to volatile market conditions, which means we are one of the few producers to continue to provide essential nitrogen fertilizers to our European agricultural customers today.

This has allowed us to help address potential grain shortfalls and be part of the solution to a very real, human, global problem, helping to alleviate food security concerns by producing as much product as possible and filling in any supply gaps that may arise.

In addition to nitrogen fertilizer security of supply, we have consistently supported food security through local and regional community programs, including providing over 400,000 meals through the Southeast Texas Food Bank since 2015.

Governance performance

Performance summary

Strategy and sustainable long-term value creation

Our strategic priorities as described in Our strategy aim to deliver sustainable long-term value creation for our stakeholders. These priorities are supported by the Board and are underpinned by our commitment to invest in technology and products that help achieve our purpose of powering a cleaner future sooner by revolutionizing energy-intensive industries that shape, feed, and fuel our world.

The Board focuses on matters contributing to sustainable long-term value creation and continues to be involved in shaping the strategy, for example through continuous engagement with all its stakeholders, including investors, employees, customers and suppliers, regulators and governmental bodies, and extensive and recurring Board discussions on strategy. Our Board carefully weighs the interests of stakeholders in developing the vision for this sustainable long-term value creation, and regularly monitors and evaluates the progress and realization of our sustainable long-term value creation. Topics our Board paid attention to in 2022 were, amongst others, sustainability in general and in particular sustainability projects to decarbonize, health and safety within our global organization, commercial strategy and operational excellence and the people & culture. The Executive Directors present the Company’s progress and realization of key strategic objectives and initiatives at every Board meeting.

Stakeholder engagement

We have a comprehensive stakeholder engagement program through which we maintain regular dialogue with our stakeholders, and our Board is fully apprised of shareholders’ areas of focus, concerns, and feedback at each Board meeting. Please refer to of this Annual Report for an overview of our approach to each stakeholder group and our engagement in 2022.

Sustainability governance framework

Sustainability is embedded into all aspects of our organization, including our strategic objectives, risk management, capital allocation and financial planning, operational and commercial activities, and other medium and long-term decision-making. The Board has overall responsibility for OCI’s strategy, business objectives, and risk management, including sustainability.

To demonstrate our commitment to sustainability, we took further steps to improve our Sustainability Governance Framework in 2022: at the Board level, we have amended the governance structure around all ESG topics with the HSE&S Committee having oversight and the Audit Committee and N&RC Committee having responsibilities for the monitoring of the Company’s material impacts and risks and opportunities of specific topics (see figure on the right), including the Company’s strategy, targets, action plans and performance measurement. The Board Committees monitor the progress made in the material ESG areas, the current and emerging topics, technologies and trends relating to sustainability, including new or emerging opportunities and projects that may affect the business, operations, performance or public image of the Company or are otherwise pertinent to the Company and its stakeholders, review and evaluate the KPIs with a longer term view towards achieving announced Company targets and review the Company’s ESG disclosures.

The HSE&S Committee’s responsibilities include overseeing the Company’s strategy, policies, targets and action plans relating to all material ESG matters with a particular focus on climate change, water & marine resources, biodiversity & ecosystems, pollution and circular economy, as well as affected communities and consumers/end-users.

The N&RC Committee is responsible for identification, remuneration/equal opportunities, working conditions and other material work-related rights of its own workforce and managing the Company’s material impacts on value chain workers and related material risks and opportunities.

The responsibilities and duties of the Audit Committee include the monitoring of the ESG reporting process, the monitoring of the process to identify the information reported according to the relevant ESG reporting standards, submitting recommendations or proposals to ensure integrity of the sustainability information, the monitoring of the effectiveness of internal quality control and risk management systems and internal audit regarding ESG reporting, the monitoring of the assurance of the annual and consolidated ESG reporting, reviewing and monitoring independence of the statutory auditors or the audit firms and monitoring the disclosure of information enabling users of the Company’s sustainability statements to understand the governance structure, and its internal control and risk management systems and strategy and approach, processes and procedures as well as its performance in respect of responsible business conduct.

The Board has tasked the Executive Directors with the management of sustainability objectives, including the development and implementation of our sustainability targets and strategy, supported by the newly created Sustainability Steering Committee, chaired by the Chief Legal and Human Capital Officer (CLHCO) and including the Sustainability, Finance, Manufacturing, Human Capital, HSE, Legal, Compliance, Risk Management, Corporate Affairs, Government & Public Affairs, IT and ESG Reporting group functions.

Each production facility’s leadership team is responsible for identifying and evaluating sustainability projects and opportunities, and report on their progress to the Executive Directors during the site’s monthly business reviews. The CapEx Committee reviews and approves sustainability related CapEx with a view to balance our sustainability goals with our other commitments and investment returns thresholds.

The CEO, supported by the VP Sustainability, oversees the group’s sustainability function and execution of our group-wide sustainability strategy in close cooperation with other group functions and local leadership. We created a new ESG reporting team within the Finance function in 2022.

In 2022, we also continued and expanded our work with state governments, politicians and authorities across our regions to advance our business objectives and the energy transition, in particular with regard to the decarbonization projects that we are developing on the basis of our sustainability strategy. In the Netherlands, we have signed a non-binding Expression of Principles with the Dutch Government and the provinces of Limburg and South Holland, to accelerate our decarbonization strategy and discuss tailored government support related to regulatory hurdles and funding gaps.

Our approach to responsible business practices

Our compliance framework

As part of our CARE values, our standard of Excellence emphasizes the requirement to act with integrity, by all of our employees during all of our business activities. This is also reflected in our OCI behaviours (see further Social performance, pages - ) and our Code of Conduct, which requires all employees to act responsibly, transparently and with integrity and respect towards all stakeholders. Whereas our Code of Conduct sets out the principles every employee should observe to do business with integrity, its underlying Policies contain further guidance on specific topics, such as anti-bribery and anti-corruption, competition, sanctions, human rights, data privacy and whistleblowing.

The Compliance function provides advice on these topics and ensures that our employees are aware of and trained on the Policies.

Our compliance organisation

The Board is ultimately responsible for compliance. The Global Compliance Director reports to the CLHCO and is responsible for maintaining OCI's Compliance Framework to ensure it is in line with applicable laws and regulations and tailored to the needs of our company, as well as setting the compliance agenda and the implementation thereof.

Operations and business management are responsible for compliance within their respective operations and businesses and are supported by a Local Compliance Officer. The Local Compliance Officer reports to both operations management and to corporate leadership. On a quarterly basis, the Local Compliance Officers report to OCI’s Compliance function on the implementation of the Compliance Framework in the operations and any compliance issues. Our partnership Fertiglobe has its own framework in place which is based on OCI’s Compliance Framework and applicable laws and regulations. Since Fertiglobe has become more independent, it has further matured through the year by aligning it's OCI based Compliance Framework priorities to the local environment as well as applicable laws and regulations, thereby also meeting the requirements and targets set by OCI.

In 2022, we have held regular Knowhow meetings with the Local Compliance Officers of all OCI operations to share knowledge, best practices and discuss dilemmas.

On a quarterly basis, the Compliance function reports on the progress of compliance projects, compliance developments in the operations and businesses and compliance incidents investigations to the Audit Committee. Key elements of our Compliance Framework are embedded in our controls.

Maud de Vries, Chief Legal and Human Capital Officer OCI N.V.

Our whistleblowing framework

We encourage our employees to speak up about compliance concerns which gives us the opportunity to investigate and if required remediate the issue. Our Whistleblowing Framework is described in our Whistleblower Policy. We offer several channels to report compliance concerns, both locally and at corporate level, also anonymously. An independent third party provider operates our whistleblower hotline through which reports can be made by phone or online. External parties, including our business partners, can also report potential compliance incidents.

All reports are treated confidentially. Investigations are executed in line with our procedures which ensure prompt, objective and fair investigations. Should compliance incidents qualify as material, the Integrity Committee, consisting of the CFO, the CLHCO and the Global Compliance Director, handles the investigation. We do not tolerate retaliation and, should retaliation occur, treat this as a disciplinary matter.

During 2022, 46 compliance concerns were reported, the majority of which originating from Fertiglobe. This significant increase vis-à-vis the previous year likely results from increased employee awareness and trust, achieved by continuous communications about our whistleblowing framework in any online and offline compliance training and other communications. Reported concerns mainly related to conflicts of interest, workplace behaviour and human resources matters. Of these reports, 16 were closed as substantiated and 29 as unsubstantiated, and 1 case is still open at the time of finalisation of this Annual Report. None of these compliance incidents qualified as material. All investigators handling these cases were independent from the chain of management involved in the matters. Where required, remediation actions have been taken which include process- and control improvements and learning and awareness initiatives.

Third party management

We seek to do business with customers, suppliers and other third parties which uphold the same values as OCI. A key aspect of our Third Party Management is our Integrity Due Diligence Program. As part of this program, we screen our prospective third parties to identify potential issues regarding bribery & corruption, violations of sanctions laws, human rights, labour conditions and other compliance issues. Where required, we perform additional in-depth due diligence and take action to remediate risks or do not engage with a certain third party. When a third party is included in our Integrity Due Diligence tool, it is subject to ongoing monitoring which means that we receive alerts on any new potential compliance issues. Local Compliance Officers monitor compliance with our Integrity Due Diligence Program in their operations and report to Corporate Compliance, which keeps oversight and provides advice where needed. Key business stakeholders are trained on the program. 

We continuously monitor relevant sanctions developments, with focus in 2022 on Russia-related sanctions pursuant to the invasion of Ukraine.

A new addition to our Integrity Due Diligence Program as of Q4 is vessel sanctions screening, whereby sea freight vessels and their associates, are screened against various sanctions watchlists prior to vessel appropriation. We maintain a Business Partner Code of Conduct which outlines our expectations towards our business partners with regards to the same compliance topics as are included in our Code, and invites our business partners to report any potential compliance incidents to OCI directly or through our whistleblowing hotline.

With regards to competition compliance, we have updated our risk assessment and provided workshops and training sessions to senior management and commercial staff.

Our learning & awareness program

During 2022, our employees, including new joiners, were trained  via a group-wide E-learning platform on our Code of Conduct, Diversity & Inclusion, Conflict of Interest, Anti-Bribery and Anti-Corruption. We have launched a dedicated and mandatory compliance onboarding webinar in selected operations and have launched a new mandatory e-learning on Anti-Bribery & Corruption (AB&C). We have provided risk-based training to relevant audiences on specific topics including Integrity Due Diligence, sanctions, third party payments and competition compliance both through webinars and in-person training sessions. We have regularly communicated on (specific topics of) our Compliance Framework to our employees. 

Tax management

OCI aims to be a strongly committed member of the communities within which it operates and will be a good corporate citizen acting at all times with explicit and demonstrable responsibility, transparency, and integrity in all its dealings. OCI therefore aims to have positive relationships with all its key internal and external stakeholders (including Tax Authorities) and to manage its tax affairs efficiently, effectively and within the boundaries of OCI’s CARE values. As a key principle, OCI should ensure that all tax activities are carried out in adherence to both the letter and the spirit of applicable tax laws and regulations. OCI’s approach to tax is further outlined in the Tax Management Policy adopted in 2020 which is published on OCI’s website.

On 20 December 2021, the jurisdictions of the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (OECD BEPS) released the so-called Pillar Two Model Rules (also referred to as the “Anti Global Base Erosion” or “GloBE” Rules) which are designed to ensure that large multinational enterprises (MNEs) pay a minimum level of tax of 15% on the aggregated qualifying income arising in each jurisdiction where they operate (‘Pillar Two’). On 15 December 2022, the EU Member States unanimously adopted an EU directive ensuring a global minimum level of taxation and agreed to apply these rules for fiscal years starting on or after 31 December 2023.

A taxpayer will fall within the scope of Pillar Two if it has foreign presence, more than EUR 750 million in consolidated revenues and is not listed as an out-of-scope entity.

A qualifying taxpayer calculates its effective tax rate for the aggregated activities in each jurisdiction where it operates and pays top-up tax for the difference between its effective tax rate per jurisdiction and the global minimum tax rate of 15%. Any resulting top-up tax is generally charged in the jurisdiction of the ultimate parent of the MNE (OCI N.V.).

The OCI group is at risk of a top-up tax for the activities held by the Fertiglobe group due to respective source jurisdictions having a potential effective tax rate below 15% as determined under the Pillar Two rules. As the Pillar Two rules allow for a levy by the source jurisdiction under the so-called Qualifying Domestic Minimum Top-up Tax as well as by an intermediate holding jurisdiction under the Partially Owned Parent Entity rules, it remains uncertain in which jurisdiction the top-up tax will need to be remitted as well as based on which ownership percentage. It is expected that in the course of 2023 other relevant jurisdictions will announce further guidance on the implementation of the Pillar Two rules in their respective jurisdictions.

4 Risk Management

Enterprise risk management and internal control

Our approach to Risk Management

Enterprise risk management (ERM) framework

Risk management is a company-wide activity with roles and responsibilities allocated across all levels of the group to secure our in-control position. Equipped with updated insights from the market, industry, and geopolitics, we follow a bottom-up and top-down approach to ensure that all relevant business and ESG risks are identified, managed, and reported in a timely and comprehensive manner. The Internal Audit & Risk Team is tasked with providing reasonable assurance to the audit committee that this risk management approach is designed and working effectively throughout the year.

The Board has the overall responsibility of maintaining a sound and effective risk management and internal control program. The Audit Committee supports the Board in monitoring our risk exposure, including the design and effectiveness of our internal control program. While every OCI employee is responsible for managing risk within his or her own area of activity, the Executive Directors – and particularly the CFO − own the Group-wide risk landscape and lead the effort in mitigating all types of risks.

Each quarter, executive management monitors and assesses the consolidated group risk profile comprising of strategic, operational, financial and compliance risks with the involvement of key stakeholders. The Internal Audit & Risk team assists the Audit Committee, Executive management, and local management by facilitating the identification of risks and the promotion of risk awareness and ownership across our organization.

Internal control framework (ICF)

The Internal Audit & Risk team is centrally managed at the group level and operates across the operating companies. This ensures our ICF is properly institutionalized and applied, and we are continuously aligned with our external auditors.

Our ICF is aligned with the Internal Control Integrated Framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and the Dutch Corporate Governance Code. It is designed to provide reasonable assurance that the risks we face are properly evaluated and mitigated, and that management is provided with all information necessary to make informed decisions. Our Internal Audit function is certified by the Institute of Internal Auditors (IIA).

Our Internal Audit & Risk team performs fraud risk assessments across the organization which are built into our ERM, ICF and Internal Audit activities. Our fraud risk assessments include the identification of internal controls that mitigate fraud risks. 

The EU’s Corporate Sustainability Reporting Directive (CSRD) will go into effect in 2024 and management, with the support of the Internal Audit & Risk team, is expanding the internal control framework to incorporate the necessary ESG controls. During 2022, an independent readiness assessment was performed to review the four selected ESG KPIs: GHG Intensity, Energy Efficiency, Loss Time Injury Rate, and Total Recordable Injury Rate. The scope of review included the internal control environment and process level controls.

To prepare for the external assurance engagement in 2023, the Internal Audit & Risk team will support management in establishing the necessary controls over the reporting of the additional 2023 in-scope KPIs.

Our key business risks with management’s assessment of each risk’s potential development

Our risk appetite is flexible to account for our diversified market presence and product portfolio and is tailored to four main categories. These categories tie into our strategic priorities and aim to support our ability to mitigate against risks and protect OCI's ability to create sustainable long-term value.

Strategic risks

Associated Strategic Priority

Commercial Excellence

Associated Strategic Priority

Sustainable Benefits

Hydrogen at our Core

Operational risks

Associated Strategic Priorities

Commercial Excellence

Strategic Assets

Associated Strategic Priorities

Engaged Organization

Long-Term Sustainable Value Creation

Associated Strategic Priority

Engaged Organization

Sustainable Benefits

Financial risks

Associated Strategic Priority

Long-Term Sustainable Value Creation

Regulatory risks

Associated Strategic Priority

Sustainable Benefits

5 Corporate Governance

Co-Chair's introduction

I am pleased to report another outstanding year for OCI. Our success this year is a testament to our unique global presence, which gives us unparalleled agility in responding to volatile market conditions as exemplified by our ability to optimize ammonia production and imports in the Netherlands to continue production profitably despite the major European natural gas price challenges. We have also made significant progress in developing our lower-carbon offering to deliver on our ambition to power a cleaner future sooner, with the Board of Directors (Board) approving the development of a 1.1 million metric ton per year blue ammonia project in Texas and a carbon capture and sequestration project in Iowa, which would abate a combined 2.2 million metric tons per year of carbon dioxide once both are operational in 2025, the equivalent of taking over 460 thousand passenger vehicles off the road per year.

In addition to our focus on decarbonizing the energy-intensive industries that shape, feed, and fuel our world, the Board oversaw and approved several strategic, governance, and structural developments at OCI that we believe support the resilience of our business model, including:

1. the strategic partnership for a 15% stake in the Methanol group with Alpha Dhabi Holding and ADQ;

2. the expansion of our diesel exhaust fluid production portfolio into Europe and North Africa;

3. initiatives in our Manufacturing Excellence Program to further improve capacity utilization across our platform to achieve the full potential from our existing young asset base;

4. refinancing of debt at OCI Nitrogen Iowa and OCI NV that resulted in a strong balance sheet and capital allocation policy that received investment-grade ratings from all three major rating agencies;

5. program to align OCI’s existing governance procedures to comply with the newly published 2022 Dutch Corporate Governance Code, replacing the 2016 Code; and

6. the transition from KPMG to PwC as the Company’s statutory auditor for the financial year 2023, following the completion of KPMG’s maximum tenure as part of the mandatory audit firm requirements in the Netherlands.

For the year ended 31 December 2022, the Board reports the following:

• The Board has reviewed and discussed the audited financial statements for the year 2022.

• The Board discussed with the external auditor the outcome of their performed audits in accordance with International Standards on Auditing.

• The Board has received written confirmation of the external auditor’s independence.

• Based on the review and discussions referred to above, the Board has approved that the audited consolidated and parent company financial statements be included in the 2022 Annual Report (Annual Report).

The Board recommends that the General Meeting of Shareholders (GM) adopts the 2022 financial statements included in this Annual Report and looks forward to overseeing continued excellence in every aspect in 2023.

Co-Chair

22 March 2023

Board report

Governance framework

Introduction

OCI is committed to the principles of good corporate governance and has implemented a robust governance structure. The Board believes that good corporate governance practices align the interests of all stakeholders by having structures in place that ensure the business is managed with integrity and efficiency, thereby maximizing the profitability and sustainable long-term value creation of the Company.

OCI’s strategic priorities aim to deliver sustainable long-term value creation for the Company and its stakeholders. These priorities are supported by the Board and are underpinned by OCI’s commitment to invest in products that help achieve OCI’s purpose of revolutionizing energy intensive industries and cultivating a sustainable world through value creating sustainable solutions to decarbonize industries, transport and ensure food security. Please refer to the About us section of this Annual Report for the Board’s view on OCI’s strategy and its implementation.

Organizational and corporate structure

OCI Global is organized by its two core divisions, the OCI Nitrogen Group and the OCI Methanol Group.

The Board sets the strategic mandate with operational, financial, and sustainability goals relayed to management.

The Executive Directors manage the achievement of these goals and the day-to-day operations. In executing the goals, the Executive Directors are supported by and collaborate with expert teams, several corporate functions and operating companies and their teams. Each principal subsidiary is led by a managing director and a finance director who report to the Executive Directors.

Governance structure

OCI has designed its corporate governance structure in compliance with its articles of association, by-laws, the requirements of the Dutch civil code, the applicable Dutch corporate governance code (Code), the applicable securities laws, rules and regulations of the Amsterdam stock exchange and international best practices. All governance and compliance policies and procedures are available on our website under Corporate Governance. We refer to page for the Sustainability Governance Framework.

The Board of Directors

OCI is managed by a one-tier Board comprised of Executive Directors and Non-Executive Directors. The Board maintains three committees as part of its supervisory role: the Audit Committee, the Nomination and Remuneration Committee and the Health, Safety and Environment & Sustainability Committee (Committees).

The Board is collectively responsible for OCI’s management and strategy. The Board promotes a culture of openness and accountability within the Board and throughout the entire organization. The tasks, responsibilities and procedures of the Board are set out in OCI’s by-laws, which are available on OCI’s website.

The Board has delegated the operational management of the business to the Executive Directors, apart from certain reserved matters as set out in OCI’s articles of association, by-laws and Board resolution delegation of authorities and reserved matters.

The Board is authorized to represent OCI. In addition, the Co-Chair of the Board and each Executive Director are authorized to solely represent OCI.

OCI has a Group Delegation of Internal Authority Policy in place in which the Executive Directors delegate the authority to management to internally approve commitments that relate to daily management and operations of the Company. It governs which internal approvals are required for which actions leading to an efficient yet controlled process. Checks and balances have been set by implementing three authorizing steps for entering into external commitments; consisting of consultation, internal approval and a dual signing authority of two individuals that commit in the name of OCI group entities.

Executive Directors

The Executive Directors are charged with the day-to-day management of OCI. They are responsible for the continuity of OCI, to pursue the strategies set by the Board, the optimization of its business, and creating a culture that contributes to sustainable long-term value creation for stakeholders. Each Executive Director has an individual responsibility for certain business segments, functional areas, projects and tasks.

Our ambition to seize the greatest opportunities for progress, to create a cleaner, more prosperous and sustainable future sooner and our commitment to drive the decarbonization of food, fuel, and feedstock is steered by a differentiated strategy focused on capital discipline and value creation, coupled with a unique green portfolio that enables the hydrogen economy, underpinned by strong governance. It is our mission to unlock a more secure and sustainable future for a rapidly growing world, through practical solutions that address global challenges and realize shared opportunities. We have a responsibility to decarbonize and we choose to do this in a practical way that brings results now, as well as setting the path for the future. To deliver on this, our strategic priorities are organized in six key pillars of OCI's integrated growth strategy: sustainable long-term value creation, commercial excellence, engaged organization, hydrogen at our core, sustainable benefits and strategic assets, as described in the About us section of this Annual Report.

During 2022, the Board was composed of the following four Executive Directors: Mr. Nassef Sawiris (Executive Chair), Mr. Ahmed El-Hoshy (CEO), Mr. Hassan Badrawi (CFO) and Ms. Maud de Vries (CLHCO). The Executive Chair is, amongst others, responsible for determining the strategy of the Group and providing guidance to the other Executive Directors. Further details about the Executive Directors can be found in the Board profile section in this Annual Report.

Non-Executive Directors

The role of the Non-Executive Directors is essentially supervisory in nature. The Non-Executive Directors supervise the general course of affairs of the Company and its business, including, the interests of all stakeholders, fostering a culture aimed at sustainable long-term value creation, the operational, financial and sustainability goals, the effectiveness of the internal risk management and control systems, the establishment and maintenance of internal procedures to ensure that all relevant information is known to the Board in a timely fashion, and stakeholder engagement.

During 2022, the Board was composed of nine Non-Executive Directors: Mr. Michael Bennett, Mr. Sipko Schat, Mr. Jérôme Guiraud, Mr. Robert Jan van de Kraats, Mr. Gregory Heckman, Ms. Anja Montijn-Groenewoud, Mr. David Welch, Mr. Dod Fraser and Ms. Heike van de Kerkhof. Mr. Michael Bennett is the Co-Chair and Senior Independent Non-Executive Director and Mr. Sipko Schat is the Vice-Chair and Independent Non-Executive Director. Further details about the Non-Executive Directors can be found in the Board profile section in this Annual Report.

The Co-Chair is primarily responsible for the functioning of the Board and its Committees. Together with the Company Secretary, the Co-Chair sets the agenda for Board meetings and leads an induction program for new Directors tailored to their respective needs. The Vice-Chair acts as the contact for shareholders and other stakeholders of the Company with respect to concerns which have not been resolved through the normal channels of the Co-Chair, the Executive Chair or the other Executive Directors.

Appointment of Directors

The GM can appoint, suspend or dismiss an Executive Director or a Non-Executive Director by an absolute majority of the votes cast upon a proposal of the Board.

Board rotation schedule

OCI has implemented the standard appointment terms under the Code (four years for Executive Directors and two times four years with possible extensions of two times two years for Non-Executive Directors provided that in the event of a reappointment after an eight-year period, reasons will be given in the board report) to facilitate that the Directors can focus on sustainable long-term value creation in the performance of their work. It furthermore enables the Executive Directors to ensure continuity in the Company’s management and strategy and enables the Non-Executive Directors to further ensure continuity in their supervision of the Company’s strategy.

OCI’s rotation schedule as included in the table on the right aims to avoid, as far as possible, a situation in which Directors retire at the same time.

Board composition and independence

The composition of the Board strives to arm OCI with leadership that is diverse in skills, experience, nationality, age, gender and background, thereby maximizing the Board’s ability to independently and critically act without emphasis on particular interests. The Board maintains independency by ensuring the majority of the Non-Executive Directors, including the Co-Chair of the Board, are independent. Currently the majority - 8 of the 9 Non-Executive Directors, which is 88.89% - qualify as independent. Mr. Jérôme Guiraud is not considered independent within the meaning of the Code.

The Board’s composition, independence, competencies, and qualifications are detailed in the Board Profile and the Board Diversity & Inclusion Policy that can both be found on the company's website. The Board Profile is assessed annually, taking into account the required competencies and expertise required for OCI’s mission and strategic priorities, opportunities and threats, and its aim of sustainable long-term value creation. Appointments of new Board members are made based on objective selection criteria highlighting the specific skills and experience needed to ensure a balanced Board composition and to match the overall Board profile, thereby taking into account the bill on gender diversity that entered into force on 1 January 2022.

Diversity & inclusion

The Board acknowledges the importance of diversity and inclusion within its Board and the organization generally. Diversity and inclusion foster a sense of belonging and allow us to seek deeper connections with our increasingly diverse employees, customers, suppliers and other stakeholders.

The composition of the Board is such that the requisite expertise, background, competencies and independence - as regards the Non-Executive Directors - are present, enabling the Board to carry out its duties properly. The N&RC is assessing the Board’s composition, Board rotations, and Committees’ composition and rotation. As to diversity within the Board itself, the Board intends to increase the female representation in the Board as per the upcoming AGM (currently 25.0% of the Executive Directors and 22.2% of the Non-Executive Directors are female). The Board has an international geographical representation, both in terms of nationality or residence and in terms of experience, as is included in the Board profile. OCI understands and values the benefits that diversity and inclusion can bring to its Board. Diversity and inclusion in the Boardroom in its broadest sense is recognized as a driver of OCI's Board effectiveness. A diverse combination of demographics (age, race, ethnicity, gender, education), knowledge, skills, experience and personalities is important in providing a range of perspectives, approach, insights and challenge needed to support judicious decision-making and achieving meaningful discussions within the Board.

Board involvement

Members of the Board regularly visit one or more of OCI’s plants, headquarters and corporate offices to gain greater familiarity with the workforce and senior management and to develop deeper knowledge of local operations, local customs, operational opportunities and challenges, and the business in general.

In 2022, the Board conducted an in-person visit of our nitrogen production complex in the Netherlands. After a tour of the site, multiple interactive small group sessions with different disciplines from across the production complex's teams presented key plant-related strategic topics to the Board: the new functional organization, the manufacturing excellence journey, the cooperation between the facility and OCI’s terminal in Rotterdam, the sustainability strategy and projects contributing to the transition to a more sustainable Dutch economy. Great focus was given to sustainability, in line with focus of our Board and senior management. The products and production processes were further explained during a tour of the site.

The Board interacts with senior management throughout the entire organization on various occasions and in various settings. The Board is regularly informed about relevant topics by OCI’s senior leaders and experts during Board and Committee meetings, annual site visits, and also as part of their ongoing professional education.

In 2022, the Board was further trained on the European decarbonization pathways, socioeconomic implications, sustainability, and sustainability initiatives that reduce OCI’s environmental impact, grow OCI’s green portfolio and innovate more effective ways of reaching the world's carbon-neutral goals and sustainability governance.

Board profile

		Michael Bennett Co-Chair and Senior Independent Non-Executive Director		Nassef Sawiris Executive Chair		Ahmed El-Hoshy Chief Executive Officer (CEO)
Year of birth	1953		1961		1984
Gender	Male		Male		Male
Nationality	American		Egyptian/Belgian		Egyptian/American
Initial appointment date	January 2013		January 2013		June 2020
Date of last re-appointment	June 2020		June 2020		-
End of current term	2023		2024		2024
Ordinary shares owned1	28,500		81,732,796		182,714
Committee membership2	N&RC		-		-
Attendance at Board and Committee meetings3	BoD (6/6) N&RC (7/7)		BoD (6/6)		BoD (6/6)
Current external appointments	Director Morningside College		Supervisory Director Adidas AG Executive chairman of Aston Villa FC Member of the: J.P. Morgan International Council Cleveland Clinic’s International Leadership Board Executive Committee University of Chicago’s Board of Trustee Exor N.V. Partners Council		Board member International Fertilizer Association Steering member Hydrogen Council
Expertise and experience	Wide range of knowledge and experience in the nitrogen and methanol industry both internationally and in the United States. Please see the summary of skills and experience on page .		Wide range of international knowledge and experience in the nitrogen and methanol industry, the businesses conducted by OCI N.V. and corporate finance. Please see the summary of skills and experience on page .		Wide range of knowledge and experience in the nitrogen and methanol industry, the businesses conducted by OCI N.V. and corporate finance. Please see the summary of skills and experience on page .

1. As at publication date of the 2022 Annual Report
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee
3. In addition to 6 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

		Hassan Badrawi Chief Financial Officer (CFO)		Maud de Vries Chief Legal and Human Capital Officer (CLHCO)		Sipko Schat Vice-Chair and Independent Non-Executive Director
Year of birth	1976		1972		1960
Gender	Male		Female		Male
Nationality	Egyptian/British		Dutch		Dutch
Initial appointment date	May 2018		June 2019		December 2013
Date of last re-appointment	June 2020		June 2020		June 2020
End of current term	2024		2024		2024
Ordinary shares owned1	202,299		58,950		5,000
Committee membership2	-		-		AC, N&RC (chair)
Attendance at Board and Committee meetings3	BoD (6/6)		BoD (6/6)		BoD (5/6) AC (5/5) N&RC (7/7)
Current external appointments	-		Director NNS Luxembourg S.à r.l. Supervisory Board member Majorel Group Luxembourg S.A. Member of the Board of VEUO (a representative organization of listed companies which looks after the interest of companies listed at Euronext Amsterdam)		Member Supervisory Board: Rothschild & Co. Rothschild Bank A.G. Trafigura Group Pte Ltd Drienim B.V. Director Randstad Beheer B.V.
Expertise and experience	Wide range of knowledge and experience in the nitrogen and methanol industry, the businesses conducted by OCI N.V. and corporate finance. Risk management. Please see the summary of skills and experience on page .		Wide range of knowledge and experience in the nitrogen and methanol industry, the fields of governance, social, HR, ESG, sustainability, legal, compliance and risk management. Please see the summary of skills and experience on page .		Wide range of knowledge and experience in banking and finance within a multinational business environment. Please see the summary of skills and experience on page .

1. As at publication date of the 2022 Annual Report
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee
3. In addition to 6 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

		Jérôme Guiraud Non-Executive Director		Robert Jan van de Kraats Independent Non-Executive Director		Gregory Heckman Independent Non-Executive Director
Year of birth	1961		1960		1962
Gender	Male		Male		Male
Nationality	French		Dutch		American
Initial appointment date	June 2014		June 2014		June 2015
Date of last re-appointment	June 2020		June 2020		June 2020
End of current term	2024		2024		2024
Ordinary shares owned1	-		3,725		40,000
Committee membership2	AC, N&RC		AC (chair), N&RC		HSE&SC
Attendance at Board and Committee meetings3	BoD (6/6) AC (5/5) N&RC (7/7)		BoD (5/6) AC (5/5) N&RC (6/7)		BoD (6/6) HSE&SC (5/5)
Current external appointments	CEO NNS Limited Non-Executive Chairman Orascom Construction Plc Non-Executive Director BESIX Group Director various NNS Group entities and OS Luxembourg S.à r.l.		Non-Executive Chairman TMF Group Supervisory Board Member Royal Schiphol Group N.V. Director Randstad Beheer B.V. Vice-Chair Supervisory Board Goldschmeding Foundation		Member of the board and CEO Bunge Ltd Member Rabobank North America Agribusiness Advisory Board Member NYSE Board Advisory Council Member of University of Illinois Division of Intercollegiate Athletics Campaign Steering Committee
Expertise and experience	International banking and financial markets experience in the EMEA region. Please see the summary of skills and experience on page .		Experienced finance executive within a multinational business environment. Accounting and auditing. Risk Management. Please see the summary of skills and experience on page .		Wide range of knowledge and experience in the agricultural and energy industries both internationally and in the United States. Please see the summary of skills and experience on page .

1. As at publication date of the 2022 Annual Report
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee
3. In addition to 6 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

		Anja Montijn-Groenewoud Independent Non-Executive Director		David Welch Independent Non-Executive Director		Dod Fraser Independent Non-Executive Director		Heike van de Kerkhof Independent Non-Executive Director
Year of birth	1962		1953		1950		1962
Gender	Female		Male		Male		Female
Nationality	Dutch		American		American		German
Initial appointment date	June 2016		May 2019		May 2019		October 2020
Date of last re-appointment	June 2020		June 2020		June 2020		-
End of current term	2024		2024		2024		2024
Ordinary shares owned1	-		4,131		4,000		3,500
Committee membership2	HSE&SC (chair), N&RC		HSE&SC		AC		HSE&SC
Attendance at Board and Committee meetings3	BoD (6/6) HSE&SC (5/5) N&RC (7/7)		BoD (6/6) HSE&SC (4/5)		BoD (6/6) AC (5/5)		BoD (6/6) HSE&SC (5/5)
Current external appointments	Member of the Supervisory Board of Fugro N.V. Member of the Board VEUO (a representative organization of listed companies which looks after the interest of companies listed at Euronext Amsterdam) Member of the Supervisory board of Plan Nederland		Member of the Council on Foreign Relations and the American Academy of Diplomacy		Independent Director Subsea 7 S.A. Non-Executive Chairman Rayonier Inc. Member of the Board of Fleet Topco Limited, the private holding company of Argus Media Ltd.		Chief Executive Officer and Member of the Board of Directors at Archroma Non-Executive Director at Venator Materials PLC
Expertise and experience	Wide range of knowledge and experience in consultancy services, IT implementation processes, organisation strategy and management design. Please see the summary of skills and experience on page .		Broad range of knowledge and experience in government and in business, both internationally and in the United States, including Europe, Africa, and the Middle East. Please see the summary of skills and experience on page .		Wide range of knowledge and experience in corporate finance and investment banking both internationally and in the United States. Please see the summary of skills and experience on page .		Wide range of knowledge and broad international experience in chemicals industry, in both operational and strategic roles, thought leadership in sustainability strategy and strong focus on innovation and sustainability. Please see the summary of skills and experience on page .

1. As at publication date of the 2022 Annual Report
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee
3. In addition to 5 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

Board summary of skills and experience

2022 Board and Committee meetings

The following paragraphs summarize how the duties of the Board and the Committees were carried out during 2022, including the focus topics that were reviewed, discussed and advised on.

Board

The Board focused on matters contributing to sustainable medium and long-term value creation and continues to be involved in shaping the strategy through regular discussions and focus on supervising medium to long-term strategic targets aligned with OCI’s mission. The Board’s strategic targets are focused on guiding and supervising the company’s journey to achieving its commitment to sustainable long-term value-creating solutions by focusing on its integrated growth strategy of sustainable long-term value creation, commercial superiority, engaged organization, hydrogen at our core, sustainable benefits and strategic assets.

The Board is entrusted with the management of the Company. In the exercise of their duties, the Directors must be guided by the interests of the Company and the business connected with it. Each Director is responsible for the general course of affairs. The Executive Directors are charged with the daily management of the business related to the Company and the Non-Executive Directors must supervise the performance of duties by the Executive Directors as well as the general course of affairs of the Company and the business connected with it. The Board is charged with the following duties and responsibilities:

• Develop strategy with a view on sustainable long-term value creation

• Identify and analyze risks associated with the company’s strategy and activities and design, implement and maintain internal risk management and control systems;

• Responsible for the internal audit function;

• Responsible for the financial reporting,

as further set out in the by-laws.

The Board consists of one or more Executive Directors and two or more Non-Executive Directors. The total number of Directors, as well as the number of Executive and Non-Executive Directors, shall be determined by the General Meeting, taking into account that the majority of the Directors shall be Non-Executive Directors. Currently, the Board is composed of 13 Directors, of which four are Executive and nine are Non-Executive Directors, as mentioned in the Board profile section on page of this Annual Report.

The Board shall meet as often as deemed necessary for the proper functioning of the Board and shall meet at least four times a year. Six meetings were held during 2022 and several interim updates (in writing and via calls), training and a site visit throughout the year.

• Medium- and long-term strategy

• Budget and business plan

• HSE and sustainability

• Sustainability strategy, sustainability governance, ESG reporting (preparation CSRD), sustainability/growth projects

• partnerships, including Fertiglobe and OCI Methanol Group

• People and culture

• Diversity and inclusion

• Refinancing strategy/ debt capital structure optimization /  net debt reduction

• M&A opportunities

• Dividend plan/strategy

• Hedging strategy

• Commercial strategy, sales and inventories strategy / market developments

• Operational performance and cost optimization

• Succession planning and organization design

• OCI Nitrogen Europe site visit

• Internal controls

• Cybersecurity

• Related party transactions

• Corporate Governance

• COP27

• Board evaluation

• General meetings of shareholders

Audit Committee

The audit committee (AC) is a standing committee of the Board of OCI N.V. The Non-Executive Directors established Terms of Reference for the AC. The Terms of Reference indicate the role and responsibility of the AC, its composition, and the manner in which it performs its duties.

The Chair sets the agenda for the AC meeting and the agenda is sent to all members of the AC, to the extent possible, accompanied by written explanations and/or other related documents for each item on the agenda.

The AC informs the Board about the way it has used its powers and of major developments in the area of its responsibilities, reports annually of the functioning of and its dealings with the external auditor and reports its deliberations and findings to the Board. The AC is charged with the following responsibilities and duties:

• Supervision of the external auditor, among others assess and evaluate the external auditor and lead partner;

• Supervision of the internal audit function, among others review the internal audit function reports and discuss the internal audit function’s responsibilities, budget and staffing;

• Supervision of financial reporting and publications, among others the Annual Report and the Board report, interim financial statements and the reports of the external auditor;

• Discuss with the Board the Company's major financial risk exposures and the steps the Board has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies;

• Discuss the earnings press release with the Board;

• Supervision of compliance with legislation and regulations, among others obtain reports from the Executive Directors, the compliance officer, the Director Internal Audit & Risk and the External Auditor to the effect that the Company and its subsidiaries comply with the applicable legislation and regulations and the internal rules of the Company;

• Discuss consequences of legislative and regulatory initiatives with the Board and external auditor;

• Review and discuss financing and finance-related strategies;

• Monitor the ESG reporting process, including risk management, internal control and internal audit regarding ESG reporting;

• ESG reporting requirements and review of the Company’s disclosures in the Annual Report, as well as any periodic disclosures on sustainability,

as further set out in the Terms of Reference of the Audit Committee.

The AC consists of at least three Non-Executive Directors of which more than half shall be independent within the meaning of clause 3 of the Board Profile and at least one member shall have competence in accounting or auditing. Currently the AC is composed of the following four Non-Executive Directors:

• Mr. Robert Jan van de Kraats (Chair given his competence in accounting and auditing as per section 2(3) of the Audit Committee Decree 2016);

• Mr. Sipko Schat;

• Mr. Jérôme Guiraud;

• Mr. Dod Fraser.

The AC shall meet as often, and at least four times a year, as required for a proper functioning of the AC and at least once a year with the External Auditor without the Executive Directors being present. The Chair of the AC met with the internal and external auditor in advance of every AC meeting to secure that all relevant issues were sufficiently addressed. The head of the internal audit function, the External Auditor and the CFO attended all AC meetings in 2022. The external auditor was able to meet with the AC without the presence of management. Five meetings were held during 2022.

• Evaluation Risk Management and Internal Controls including the key risks facing the Group

• IT and IT (cyber) security

• Fertiglobe governance and in-control

• Auditor transition process

• Audit report

• Quarterly financial reports and Annual Report

• In-control statement and underlying in-control situation

• Evaluation Related Party Transactions

• Tax review

• Dividend plan/strategy

• ESG reporting (preparation CSRD)

• Finance organization

• Refinancing/net debt reduction

• Evaluation Group’s Compliance Framework and effectiveness

• Financial hedging control framework

• Monitoring of material claims and litigation

• Assessment of the functioning of the external auditor, its appointment, including scope, risk assessment and materiality

• Internal Audit Plan and Internal Audit findings

Nomination and Remuneration Committee

The nomination and remuneration committee (N&RC) is a standing committee of the Board of OCI N.V. The Non-Executive Directors established Terms of Reference for the N&RC. The Terms of Reference indicate the role and responsibility of the N&RC, its composition, and the manner in which it performs its duties. More information on the Remuneration Policy and the 2022 remuneration review can be found in the Remuneration Report beginning on page .

The Chair will set the agenda for the N&RC meeting with nomination and remuneration topics and the agenda is sent to all members of the N&RC, to the extent possible, accompanied by written explanations and/or other related documents for each item on the agenda. The human resources director of the Company was regularly invited to attend meetings of the N&RC.

The N&RC informs the Non-Executive Directors about the way it has used its powers and of major developments in the area of its responsibilities and reports its deliberations and findings to the Non-Executive Directors. The N&RC is charged with the following responsibilities and duties:

Nomination:

• Review composition and size of the Board to ensure appropriate expertise, diversity and independence;

• Succession planning for the Board and its Committees;

• Asses the functioning of individual Directors and the Board as a whole;

• Supervise policy of the Board on selection criteria and appointment procedures and talent management for senior management,

all while taking the Board D&I Policy and Diversity and Inclusion Policy into consideration.

Remuneration:

• Propose a clear Remuneration Policy for Executive Directors to the Board;

• Make plans and proposals for Executive Directors compensation including STI and LTI;

• Plan and prepare targets for Executive Directors;

• Prepare the Remuneration Report;

• Propose Non-Executive Directors remuneration; 

• Responsible for its own workforce (except for the health and safety management system) and for managing the Company’s impacts on value chain workers and related risks and opportunities,

as further set out in the Terms of Reference of the Nomination and Remuneration Committee.

The N&RC consists of at least three Non-Executive Directors, among which the Senior Independent Director, and of which more than half shall be independent within the meaning of clause 3 of the Board Profile. Currently the N&RC is composed of five Non-Executive Directors:

• Mr. Sipko Schat (Chair);

• Mr. Michael Bennett (Senior Independent Director);

• Mr. Jérôme Guiraud;

• Mr. Robert Jan van de Kraats;

• Ms. Anja Montijn-Groenewoud.

The N&RC shall meet as often, and at least twice a year, as required for a proper functioning of the N&RC. Seven meetings were held during 2022.

• Remuneration cycle and policy review

• HR roadmap: succession planning and talent management and development

• Strengthening key positions in the internal organization

• Evaluation Board profile and composition including diversity and inclusion

• Evaluation of the 2021 targets for the Executive Directors

• Setting 2022 targets for the Executive Directors

• Reviewed and advised on the compensation of the Executive Directors including one-off share award

• Reviewed compensation levels senior management

• Board succession / composition

• Fertiglobe Board fees

• Non-Executive Director remuneration

• Diversity legislation and Group-wide diversity and inclusion program

HSE & Sustainability Committee

The health, safety, environment and sustainability committee (HSE&SC) is a standing committee of the Board of OCI N.V. The Non-Executive Directors established Terms of Reference for the HSE&SC. The Terms of Reference indicate the role and responsibility of the HSE&SC, its composition, and the manner in which it performs its duties. More information on HSE and sustainability can be found in 'Our performance' beginning page .

The Chair will set the agenda for the HSE&SC meeting with HSE and Sustainability topics and the agenda is sent to all members of the HSE&SC, to the extent possible, accompanied by written explanations and/or other related documents for each item on the agenda. The HSE&SC members meet with Executive Directors and expert employees of the Company regularly. The HSE&SC informs the Board about the way it has used its powers and of major developments in the area of its responsibilities and reports its deliberations and findings to the Board. The HSE&SC is charged with the following responsibilities and duties:

HSE:

• Assess the effectiveness of the HSE programs;

• Review status of HSE policies and performance;

• Review and approve scope and budget of the HSE audit program;

• Review communication practices concerning the importance of developing a culture of HSE responsibilities;

Sustainability:

• Oversee sustainability strategy, policies and initiatives;

• Monitor and discuss sustainability goals, targets, risk management, objectives and progress;

• Monitor and discuss emerging topics, technologies and trends relating to sustainability;

• Review sustainability performance metrics and KPIs;

• Review the sustainability disclosures in the Annual Report;

• The HSE&SC shall have the sole authority to retain special legal counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties;

• Oversee the Company’s strategy, policies and initiatives relating to ESG and sustainability matters (linked to OCI’s overall strategy), with a particular focus on climate change, water & marine resources, biodiversity & ecosystems, pollution and circular economy, as well as affected communities and consumers/end-users,

as further set out in the Terms of Reference of the HSE & Sustainability Committee.

The HSE&SC consists of at least three Non-Executive Directors. Currently the HSE&SC is composed of the following four Non-Executive Directors.

• Ms. Anja Montijn-Groenewoud (Chair);

• Mr. Gregory Heckman;

• Mr. David Welch;

• Ms. Heike van der Kerkhof.

The HSE&SC shall meet as often, and at least twice a year, as required for a proper functioning of the HSE&SC. Five meetings were held during 2022.

• 2021 HSE strategy and performance

• 2022 HSE plan and 2022 target setting

• Material safety incidents

• Incident reporting protocol

• HSE audit schedule and quality and outcome of the HSE audits

• Safety performance and process safety initiatives, including a deep dive into OCI Nitrogen Europe

• OCI Group annual process safety conference and safety award

• Sustainability strategy and journey linked to OCI’s overall strategy including the commitment to reduce scope 1 and 2 CO₂ emission intensity by 20% by 2030 and achieve carbon neutrality by 2050

• GHG intensity methodology and performance

• ESG reporting (preparation CSRD)

• Safeguarding sustainability duties in the committee Terms of Reference

• OCI Nitrogen Europe site visit

• Monitor and periodically discuss the Company’s sustainability goals, targets, risk management and objectives and the progress made in these areas

• Sustainability reporting requirements and review of the Company’s disclosures in the Annual Report, as well as any periodic disclosures on sustainability

Assessment and evaluation of the Board

The Board annually conducts a self-assessment under the responsibility of the Co-Chair, assisted by the Company Secretary. This evaluation of the Board is performed every year by an independent external party. OCI engaged the services of Lintstock to assist with the 2022 review of the Board’s performance. Lintstock is a corporate governance advisory firm that specializes in facilitating Board reviews and has no connection with OCI.

The first stage of the review involved Lintstock engaging with the Co-Chair and Company Secretary to set the context for the evaluation and to tailor the survey content to the specific circumstances of OCI. All Board members were then invited to complete an online survey addressing the performance of the Board and its Committees. The anonymity of the respondents was ensured throughout the process in order to promote an open exchange of views.

The exercise was weighted to ensure that core areas of Board and Committee performance were addressed, with a particular focus on the following topics:

• Board composition:

  • The evolvement of the overall Board profile and composition of the Committees over the coming years to match OCI’s strategic goals, taking into account Board rotation and diversity law;

• Stakeholder oversight:

  • The understanding amongst Board members of the views and requirements of investors, customers, suppliers and employees, and the development of the mechanisms by which the Board engages with key stakeholder groups;

  • The culture and behaviour throughout OCI including diversity and inclusion and the level of employee engagement;

• Board dynamics and support:

  • Non-Executive engagement with management in providing effective support and constructive challenge;

  • The quality of information and support available to the Board;

• Board focus:

  • The focus on organic and inorganic growth opportunities;

• Strategic oversight:

  • The development, clarity and achievability of OCI’s strategic plan and the strength of OCI's investment case;

  • The effectiveness of monitoring opportunities and treats to the business of new technologies and digitalization and OCI’s strengths and weaknesses relative to competitors;

  • The integration of sustainability into OCI’s business strategy and operations including ESG reporting and communications;

  • The oversight of the governance and operating models of OCI’s strategic alliances and partnerships;

  • The oversight of various aspects of risk, including the geopolitical and macroeconomic developments and change in the regulatory landscape and competitor performance and strategies;

• Risk management and internal control:

  • The Board’s oversight of risks;

  • The effectiveness of OCI’s approach to HSE and to sustainability and monitoring compliance with relevant regulations and legislation;

• Succession planning and Human Capital oversight:

  • The organizational structure of OCI at senior levels, and the Board’s oversight of the succession plans for the Executive Directors and the layer of management below the Board to manage and develop talent;

• The auditor transition process;

• The individual performance and personal development of each of the Board members.

The report on the results of the evaluation of the Board and its Committees are discussed in the Board and Committee meetings. The overall feedback from the evaluation in 2022 was that the Board members feel the Board generally functions well. The composition of the Board was rated highly. Suggestions were made to further strengthen the Board and its Committees with deep dives on industry and ESG. The value of continuing the Board site visits was highlighted now the international travel restrictions due to COVID-19 have been eased. The above topics have the constant attention of the Board throughout the year, and key observations and points for reflection the Board and its Committtees will focus on in 2023 include strategic matters, growth, ESG, digitalization, operational excellence, market developments, culture and behaviour, people and talent, Board composition and succession.

Shareholders’ rights and meetings

OCI’s shareholders exercise their rights through the GM. An Annual General Meeting (AGM) is held no later than six months after the end of OCI’s financial year (which equals a calendar year). The 2022 AGM was held on 24 May 2022.

The GM has the authority to discuss and decide on inter alia the following main items:

• The adoption of the annual accounts;

• The release of the Directors from liability for their respective duties, insofar as the exercise of such duties is reflected in the annual accounts and/or otherwise disclosed to the GM prior to the adoption of the annual accounts;

• The appointment of the external auditor;

• The (re)appointment, dismissal and suspension of the Directors;

• Amendments to the Remuneration Policy applicable to the Board;

• An advisory vote regarding the Remuneration Report applicable to the Board;

• The issue of shares and the restriction or exclusion of pre-emptive rights of shareholders (both insofar not delegated to the Board);

• The reduction of share capital; and

• The approval of those decisions of the Board that entail a significant change in the identity or character of OCI or its business.

The agenda for each GM is published on OCI’s website in advance of the GM. After the GM the minutes and specific voting results are made available on OCI’s website as well.

Shareholders representing more than 3% of the issued share capital may submit proposals for the agenda, if substantiated and submitted in writing at least 60 calendar days in advance of the GM.

Additional General Meetings, Extraordinary General Meetings (EGM), may be convened at any time by the Board or by one or more shareholders representing more than 10% of the issued share capital. During 2022, the Board convened two EGM’s that were held on 28 March 2022 (March EGM) and 19 August 2022 (August EGM).

Votes representing shares can usually be cast at the GM either personally or by proxy. No restrictions are imposed on these proxies, which can be granted electronically or in writing to OCI or independent third parties. OCI’s shareholders may cast one vote for each share. All resolutions adopted by the GM are passed by an absolute majority of the votes cast, unless Dutch law or OCI’s articles of association prescribe a larger majority.

In 2022, the AGM and March EGM were held virtually per the Temporary Dutch COVID-19 Justice and Security Act (Tijdelijke wet COVID-19 Justitie en Veiligheid). Shareholders were invited to follow the AGM and March EGM remotely through a live web or audio cast. Prior to the GM, shareholders were invited to vote via a proxy and submit written questions about the items on the agenda which were answered during the GM. The August EGM was held at the company’s offices.

The following proposals were voted on during the 2022 GM’s:

• The adoption of the Annual Accounts 2021 and allocation of profits;

• The discharge of the Executive Directors and Non-Executive Directors from liability;

• The granting of a One-off share award to certain executive directors for their 2021 performance (further information on this topic can be found in the Remuneration Report);

• The amendment of the 2020 Remuneration Policy (further information on this topic can be found in the Remuneration Report);

• To advise on the 2021 Remuneration Report;

• The extension of the designation of the Board as the authorised body to issue shares in the share capital of OCI, to restrict or exclude pre-emptive rights upon the issuance of shares and to repurchase shares in the share capital of OCI; and

• The appointment of KPMG Accountants N.V. as auditor charged with the auditing of the annual accounts for the financial year 2022;

• The appointment of PWC as auditor charged with the auditing of the annual accounts for the financial year 2023;

• Twice two proposals to amend of the articles of association of the Company (the Articles of Association) to first increase, and subsequently decrease the nominal value of the shares in the Company's share capital, to facilitate capital repayments.

External auditor

OCI’s external auditor is appointed by the AGM. The Audit Committee evaluates the functioning of the external auditor during the year and recommends to the Board the external auditor to be proposed for (re)appointment by the AGM. At the 2022 AGM, KPMG Accountants N.V. was appointed as external auditor for OCI for that same year.

The external auditor attends all Audit Committee meetings. During these meetings, the external auditor discusses the outcomes of the audit procedures and key audit topics. The external auditor receives the financial information per quarter and can comment on and respond to such information, which is also included in OCI’s quarterly condensed financial statements.

The external auditor is also present at the AGM and may be questioned on its statement of the fairness of the financial statements.

As part of the mandatory audit firm rotation requirements in the Netherlands, KPMG can continue as external auditor of OCI through the financial year 2022 audit. OCI completed an audit tender process to replace KPMG as external auditor as from the start of financial year 2023 in due observance of the EU Audit Regulation in the selection, nomination, and appointment process. PwC was ultimately chosen because of its relevant industry experience. At the 2022 AGM on 24 May 2022, PwC Accountants N.V. was appointed as external auditor for OCI for the financial year 2023.

Independence of the auditor is a continued area of focus. In accordance with OCI’s external audit independence policy, the Audit Committee reviews the independence of the auditor annually.

Internal auditor

The internal Audit & Risk team assists the Audit Committee, Executive Directors, and local management by facilitating the identification of risks and the promotion or risk awareness and ownership across our organization. The internal Audit & Risk department reports the results from internal audits, risk assessments from operating companies and group consolidated risk dashboards to the Audit Committee quarterly and performs periodic independent internal audits to review any specific issues at the subsidiary and holding company levels. More information on risk management can be found in the risk management section on pages to .

Decree Article 10 EU Takeover Directive

OCI confirms that it has no anti-takeover instruments, i.e.: measures that are primarily intended to block future hostile public offers for its shares. Although the members of the Sawiris family have not entered into any formal shareholders agreement, they have historically coordinated their voting on the OCI shares and should therefore be regarded as parties acting in concert (personen die in onderling overleg handelen) as defined in section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). Their collective voting rights of 52.93% as at 31 December 2022 act as an implicit anti-takeover element.

Compliance with the Code

OCI complies with the applicable principles and best practice provisions of the Code as in effect for the financial year 2022.

Potential conflicts of interest

Potential or actual conflicts of interest are governed by OCI’s articles of association and by-laws which regulations are in line with the relevant principles of the Code and Dutch law. A Director shall immediately report any conflict of interest or potential conflict of interest that is of material significance to the other Directors and may not take part in any discussion or decision-making that involves a subject or transaction in relation to which he/she has a potential conflict of interest with OCI.

During 2022, no transactions occurred in respect of which a Director had a conflict of interest.

Related party transactions

OCI has a Related Party Transactions Policy in place, providing adequate protection for the interests of OCI and its stakeholders which has been prepared with due observance of the requirements of Dutch law, the Code, OCI’s articles of association and by-laws.

The overview of related party transactions in 2022 is disclosed in the Financial Statements in note 30.

Remuneration Report

We have structured this report to comply with article 2:135b of the Dutch Civil Code, the European Shareholder Rights Directive (SRD II) and the Dutch Corporate Governance Code.

Introduction from the Nomination and Remuneration Committee

Letter from the Chair of the Nomination and Remuneration Committee

On behalf of the Board, I am pleased to present our 2022 Remuneration Report.

This Report explains our remuneration policies, principles and elements. It shows how the variable incentives to the Executive Directors tie to and support OCI’s performance. It is prepared in the spirit of the draft, non-binding guidelines of the European Commission for disclosure.

Our 2021 Remuneration Report was approved by 96.77% of the votes in favor. With this in mind, we have prepared this Report a similar format.

The purpose of our remuneration plan is to accelerate sustainable long-term value creation for all our stakeholders, as described throughout this Annual Report. Our strategy is to provide the optimal mix of rewards and incentives to meet our financial, operational, commercial, and sustainability objectives.

To this end, both our short-term and long-term incentives include a mix of financial, environmental and social targets. We have chosen these complementary targets to ensure focus on each of our strategic priorities, which include operational excellence, a commitment to health and safety, business optimization, a global commercial strategy, sustainable solutions, decarbonization, and maximizing free cash flow.

With every policy decision we strive to align the incentives provided to our Executive Directors with the long term interests of our shareholders, the group’s long-term value creation, and the targets and objectives that are fundamental to the group’s long-term success.

Based on on-going conversations with our shareholders and the positive feedback from other stakeholders on the performance of our Executive Directors and the Company’s results, I am confident the current and proposed Remuneration Policy supports OCI’s strategic and operational objectives.

The Remuneration Report and newly Proposed Remuneration Policy will be subject to an advisory vote and binding vote, respectively at our 2023 AGM.

On behalf of the Nomination and Remuneration Committee,

Chair, Nomination and Remuneration Committee

22 March 2023

Looking back on 2022

Base salaries

We will review the 2023 fixed pay for Executive Directors in the first half of 2023. Any potential changes will be based on performance, external circumstances and the consideration of no increase to pay in 2022, and will be disclosed in the 2023 report.

Company performance and variable pay

During the year, the Executive Directors steered the Company to successfully deliver on its strategy.

• 2022 revenues increased 54% to USD 9,713.1 million.

• Adjusted EBITDA was up 54% to USD 3,891.0 million.

• Adjusted net profit increased 84% to USD 1,343.4 million compared to 2021.

• Net debt declined by USD 1,061.8 million during 2022 to USD 1,158.7 million as of 31 December 2022, or consolidated net leverage of 0.3x, after capital returns to shareholders of USD 1.1 billion during calendar year 2022.

We are making good progress with our transformational sustainability projects. These include:

• Gasification project at OCI Methanol Europe: OCI is evaluating a gasification opportunity at its methanol facility in the north of the Netherlands, to continue to grow its market leading position in green fuels and feedstocks.

• 1 mtpa low carbon ammonia project in the UAE: Fertiglobe (a minority shareholder in this project) has signed the EPC contract with Tecnimont S.p.A. on behalf of the project.

• Linde is to supply low carbon hydrogen and nitrogen to our new 1.1 mtpa blue ammonia plant in Texas under a long-term agreement; the project is on track to start production in 2025.

We are proud of how our products were able to safely meet customer needs while protecting associates and supporting communities.

Short term incentive performance and outcome

The Nomination & Remuneration Committee choices are informed by the strong financial performance in 2022.

• The group delivered adjusted EBITDA of USD 3,891.0 million.

• The company delivered 95.8% of its sales volumes.

• Performance against non-financial objectives linked to the Short Term Incentive were fully met in the areas of Human Resources and Information Technology, and were above target in HSE.

Moreover, the Nomination and Remuneration Committee recognises the management’s achievements in supporting the Company’s strategy to focus on operational and commercial excellence and best position OCI amongst its peers to capitalize on the opportunities for the business. Management delivered a step change to the quality and depth of talent and succession planning to ensure that the Company has the appropriate level of human capital capability to support the future growth of the Company and the ability to continuously improve. In addition, the successful onboarding and retention of new hires was monitored and measured with more than 98.5% of new recruits being retained and performing in their first year. As part of the the investment to support business growth the successful roll out of SAP S4Hana continued with the project delivering to scope on time and on budget.

This resulted in 141% vesting of the annual bonus award for the CEO and 113% vesting for the the CFO and CLHCO.

Long-term incentive performance and outcome

Appropriate steps are being taken to reflect that over the three-year LTIP period, the share price rose from EUR 16.95 to EUR 29.90, a rise of 76%. Total Shareholder Return was 117.6%. Starting TSR based on a 3-month average TSR up to and including day preceding 7 February 2020 and closing TSR based on the average TSR index between 7 November 2022 to 6 February 2023, placing OCI at the 71^st percentile against the TSR peer group resulting in 109.6% of the target grant of 125% of salary vesting. This resulted in 109.6% vesting of the 2019 PSUs for Executive Directors.

Stakeholder engagement

In all decisions, we strive for the full support of our shareholders. Their support is critical and their input is always welcome.

We ran a consultation with shareholders in 2022 in light of key remuneration events during the year under review. Namely, response to the one-off grant of stock made to certain executives in 2022, the amendment of the existing Remuneration Policy (which led to a voting outcome of 74.7%) and the proposed Remuneration Policy (2024-2027). Those conversations were constructive and led to improvements in our remuneration practices.

Through frequent and open engagement we have taken input from our top investors and advisers and met shareholders to explain and demonstrate clearly the link between OCI’s strategy, business performance and our remuneration philosophy.

The results of the previous year’s policy amendment vote and the feedback from investor meetings informed a number of changes in remuneration design and disclosure, including the nature of the disclosures in this Annual Report.

We will continue to consult with our key shareholders and proxy advisors throughout the year and are always open to discuss any questions and concerns.

Looking forward to 2023

We have addressed all shareholder feedback. Having reviewed internally, we will continue to enhance our disclosures going forward.

At the 2023 AGM, we will propose new remuneration policies for Executive and Non-Executive Directors. Subsequent remuneration reports will be provided with enhanced disclosures similar to that provided in this report.

Statement of voting at general meetings

The table below sets out the votes at the 2022 AGM. This Remuneration Report and the proposed Remuneration Policy will be put to an advisory and binding vote, respectively, at the AGM, on 3 May 2023.

Nomination and Remuneration Committee meetings during the year

Nomination and Remuneration Committee attendance

2022 Executive Director pay

This section of the Remuneration Report explains how the Existing Remuneration Policy was applied in 2022 for the Executive Directors. The following pages provide an at-a-glance overview. For more details, please see the 2022 Executive Director pay in detail section beginning page .

2022 Management Board remuneration at a glance

2022 Short term incentive at a glance

The Short Term Incentive (STI) plan supports and reflects our long and short term strategic priorities.

The Executive Chair is not entitled to an STI.

For the CEO the on-target annual STI opportunity is 75% of annual base salary.

For the other Executive Directors the on-target opportunity is 60% of annual base salary.

The STI opportunity is limited to 200% of target. This translates to a maximum opportunity of 150% of base salary for the CEO, and 120% of base salary for the other Executive Directors.

2023 Long term incentive at a glance

The Long Term Incentive (LTI) paid out in 2023 was based on conditional shares granted to the CEO, CFO and CLHCO in 2020.

The vesting of these shares was conditional on OCI’s TSR performance in the 3-year performance period, ending 6 February 2023.

TSR performance is measured by the relative TSR ranking against the selected peer group of 9 international fertilizer/chemicals/gas companies with the fertilizer companies double-weighted as decribed on page . The percentage of vesting for peer group ranking between threshold, target and maximum is interpolated on a straight-line basis.

Over the 3-year performance period, OCI’s TSR performance ranked 3^rd in the TSR peer group at the 71^st percentile with a TSR of 117.6%. As a result, the award vested at 109.6% of target.

2022 Executive Director pay in detail

Executive Directors

The Executive Directors referred to in this Remuneration Report, their appointment terms and base salaries are set out in the table on the right.

Pay structure

The total remuneration package and pay mix for the Executive Directors comprises three key building blocks:

• Base Salary

• Short-Term Incentive (annual performance-based cash reward)

• Long-Term Incentive (annual conditional award of performance shares).

Summary of 2022 pay

1. These figures exclude employer’s social security payments (impact USD 1.077 million).
2. Following the listing of Fertiglobe per 27 October 2021, the Executive Directors receive an additional base salary payment as a Board fee for their position in Fertiglobe PLC Boards/Committees in addition to their Executive Director roles at OCI (payments relate to 2021).
3. The amounts mentioned in this column are based on accounting standards (IFRS).
4. As Executive Chair, Mr Sawiris is not entitled to an annual bonus. He requested the Nomination and Remuneration Committee to waive his annual bonus entitlement.
5. This figure includes base salary for the additional position as Chief Executive Officer Fertiglobe for the full year 2022.

Salary benchmark peer group

The Nomination and Remuneration Committee regularly assesses the effectiveness of the Remuneration Policy. To ensure the competitiveness of the remuneration, the remuneration levels, components and mix are benchmarked annually against the remuneration data from a peer group of international companies set out in the accompanying table.

In addition, the Committee also refers to remuneration levels at Dutch listed companies of a similar size to OCI.

Short term incentive

An overview of the Short Term Incentive (STI) performance measures and calculations can be found on page .

The chart on the right taken from page shows the relative weightings of these measures.

The STI comprises two financial measures (combined weight 60%) and three Strategic and Non-Financial measures (combined weight of 40%).

An explanation of the Strategic and Non-Financial measures is provided on the following page.

Strategic and non-financial performance measures

The STI includes two Strategic and Non-Financial Measures:

1. HR—Investing in our people

2. Securing execution of the strategtic OCI Fuse project Each have a weighting of 12.5%, for a combined total weight of 25%.

The strategic and non-financial performance measures link directly to the strategic priorities of operational excellence, business optimization, global commercial strategy, and sustainable solutions which contribute to maximizing cash flow. The table on the next page shows the target achievement based on the assessment of all targets by the Nomination and Remuneration Committee and as approved by the Board.

HSE performance measures

The following table summarizes performance against the 2022 HSE performance measures. The combined weight of the HSE performance measures is 15%. The 2022 HSE-performance as assessed by the HSE&S Committee and approved by the Board.

1. Assessment at discretion of HSE&S Committee

One off share grant

As of 31 December 2022, the Executive Directors held 56,268 One Off Share Awards are shown in the table below:

To reward the exceptional performance of the Executive Directors in 2021, One Off Share Awards were granted to the CEO, CFO and CLHCO.

The One Off Share Awards granted on 25 May 2022, after the approval of the AGM, comprise of conditional share units with the value of one OCI share.

For the purpose of this exceptional One-Off Share Award, vesting of the conditional stock units have an employment condition only. These conditional shares shall vest on the third anniversary of the date of grant and are subject to a two-year holding period.

As of 31 December 2022, the Executive Directors held 56,268 One Off Share Awards are shown in the table below:

Long term incentive plan

2020 – 2023 Long Term Incentive Plan (LTIP) grants (vested on 07-02-2023)

Details of the 2020— 2022 Long Term Incentive are provided on page : 2023 Long term incentive at a glance.

Vesting of the 2020 PSU awards was based solely on the relative TSR ranking against the selected peer group of 9 international fertilizer/ chemicals/gas companies in the table on the right.

The percentage of vesting for peer group ranking between threshold, target and maximum is interpolated on a straight-line basis.

2021 – 2024 LTIP grants (vest on 07-02-2024)

• 60% financials (relative TSR)

• 40% non-financials:

  • 15% Operational Excellence - Plant Reliability

  • 15% Decarbonisation

  • 10% Diversity and Inclusion

Vesting of the 2021 PSU awards is partially based on the relative TSR ranking against the selected peer group of international fertilizer/chemicals/gas companies with the fertilizer companies double-weighted as decribed on page .

2022 – 2025 LTIP grants (vest on 07-02-2025)

• 60% financials (relative TSR)

• 40% non-financials:

  • 15% Operational Excellence - Plant Reliability

  • 15% Decarbonisation

  • 10% Diversity and Inclusion

Vesting of the 2021 PSU awards is partially based on the relative TSR ranking against the selected peer group of international fertilizer/chemicals/gas companies with the fertilizer companies double-weighted as decribed on page .

Share ownership guidelines

Subject to the Share Ownership Guidelines for the Executive Directors of the Board, all Executive Directors are required to accrue a value in OCI shares as a percentage of base salary. These percentages are 300% for the CEO and Executive Chair and 150% for the other Executive Directors. The table on the right summarizes the holdings (based on the closing share price on 31 December 2022). Executive Directors have a grace period of five years of the date of appointment.

Internal pay ratio

The internal pay ratio is calculated on the basis of the following parameters:

• Average total direct compensation of a reference group consisting of all our employees globally (on a FTE basis).

• Total remuneration of our CEO, including the value of the long-term incentive based on accounting standards.

The global internal pay ratio as measured per 31 December 2022 is 43.2% for the CEO and on average 29.6% for the Executive Directors.

In 2021, these global internal pay ratios were 44.5 for the CEO and on average 32.8 for the Executive Directors. The decrease of the internal pay ratio compared to 2021 is mainly arising from increased employee pay levels due to inflation and new hires. The Remuneration Committee considers these ratios to be appropriate given the size of OCI, the nature of its staffing model and ratios of comparable companies.

Arrangements

Application of malus & clawback

The short and long-term incentive of the Executive Directors are subject to adjustment and claw back provisions. These may be applied in certain conditions: i) Where there is material misstatement of financial results which resulted in an Award being greater than would have been the case if the misstatement had not been made; ii) The extent to which any performance target and/or condition satisfied was based on an error, or on inaccurate or misleading information or assumptions which results in an Award being greater than would have been the case had the error not been made; iii) Serious misconduct of the individual; iv) Circumstances arose during the vesting period which would have warranted summary dismissal or dismissal for urgent cause; and v) Any other circumstances allowed under Article 2: 135(8) of the Dutch Civil Code.

No variable remuneration was clawed-back in 2022.

Costs and expenses

Unless relevant law provides otherwise, Executive Directors and the Supervisory Board shall be reimbursed by the Company for various costs and expenses.

Contractual arrangements

Executive Directors are engaged by a service contract with a maximum of four years ending on the date of the Annual General Meeting of Shareholders in the fourth calendar year after the appointment. Executive Directors are appointed for a maximum period of four years, subject to re-appointment by the General Meeting of Shareholders. Termination of the services contract is subject to a notice period of 3 months minimum and 12 months maximum. The terms and conditions of these service agreements have been aligned with the relevant Dutch Corporate Governance Code provisions.

Severance arrangements

Contractual severance arrangements of Executive Directors comply with the Dutch Corporate Governance Code and provide for compensation for the loss of income resulting from a termination of employment and are capped at 100% of annual base salary. No severance is payable in case the agreement is terminated early at the initiative of an Executive Director.

Loans

OCI and its subsidiaries do not grant personal loans or guarantees to the Executive Directors. This may only be different in very exceptional cases and only after approval of the Board.

Development of directors’ remuneration, company performance and employee remuneration

The tables on the next two pages set out the change in remuneration for each individual Director, the change in OCI’s performance and the average change in remuneration for the employees at OCI (excluding Directors) over the past 5 years. The Relative TSR performance is the main metric for Company performance sustained over the long-term. This is in line with our Performance Share Unit Plan which has historically only been measured on relative TSR performance. For the average employee remuneration, the same data as for the calculation of the internal pay ratio was used.

1. A. El-Hoshy was appointed COO on 25 November 2019 and appointed member of the Board at the 2020 AGM on 17 June 2020; the amount represents his remuneration for the full year 2020.
2. M. de Vries was appointed Executive Director and member of the Board per 1 June 2019; the amount represents her remuneration for the part of 2019 financial year she was a Director.
3. D. Welch received an additional fee of USD 449,698 for additional responsibilities sitting on the Board of Fertiglobe plc. (relating to the financial year 2021)
4. D. Welch was appointed as Non-Executive Director per May 2019.
5. D. Fraser was appointed as Non-Executive Director per May 2019.
6. H. van de Kerkhof was appointed as Non-Executive Director per October 2020.

1. Per 2019 we changed the employee reference group for calculating our internal pay ratio from regional to global. The 2018 ratio on a regional basis was 29.6
2. The 2019 numbers are restated compared to our 2019 Remuneration Report as the numbers reported in 2019 were erroneously based on the consolidated, Q4 compensation for the employees of Fertil instead of the full year.
3. In line with market practice, the calculation of the internal pay ratio is changed per 2020 to include the value of the long-term incentives (Performance Share Units).
4. Due to the change in calculation methodology per 2020, the % of change between 2019 and 2020 would not correctly reflect the actual change in the internal pay ratio.

This page presents the shares awarded or due to Executive Directors for the last three reported financial years and unvested or subject to a holding period as of 31 December 2022.

Restricted stock unit plan (legacy agreement)

As of 31 December 2022, the Restricted Stock Units holdings are shown below. Vesting of the Restricted Stock Units is contingent on continued employment with OCI.

1. 12,981 RSU shares and 1,769 Dividend Equivalent Shares granted

Performance share units

As of 31 December 2022, the Executive Directors held 815,869 conditional performance shares. In 2021, the Executive Directors held 777,899 shares including the conditional performance shares granted to A. El-Hoshy prior to his appointment to the Board.

One off share awards

Non-Executive Director pay in FY22

The remuneration of the Non-Executive Directors consists of fixed fees for their board membership and for services on OCI’s Committees. To ensure independence, Non-Executive Directors are not granted any variable, performance related remuneration.

The remuneration is set at the level required to attract qualified Non-Executive Directors with the (diversity in) personal skills competencies and international experience required to oversee the Company’s strategy and contribute to its performance and the long-term value creation.

The Non-Executive Directors do not receive any benefits other than reimbursement for OCI-related expenses for travel, accommodation and representation.

The table below summarizes the remuneration of the Non-Executive Directors (in USD).

1. At the 2021 AGM, the annual fee for the Chair of the Health, Safety, Environment and Sustainability Committee is increased from USD 10,000 to USD 20,000 because of the increase of the responsibility of this Committee with Sustainability matters. These additional responsibilities include responsibility for Sustainability.
2. The amount reported as extraordinary item for Mr Welch in 2022 is the fee for services on the Board of Fertiglobe PLC for 2021. We note that Fertiglobe is a separately listed entity and Mr Welch’s fees, received from Fertiglobe, are in line with the local market practice.
3. The amount reported as extraordinary item for Mr Welch in 2021 is the fee for services on the Board of Fertiglobe Holding Ltd, and will be offset against future OCI fees as a result of footnote 2.

Declarations

Introduction

This 2022 Annual Report comprises regulated information within the meaning of sections 1:1 and 5:25c of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

For the consolidated and OCI 2022 financial statements (jaarrekening) within the meaning of section 2:361 of the Dutch Civil Code, reference is made to the financial statements. OCI’s Directors have signed the 2022 financial statements in line with section 2:101 paragraph 2 of the Dutch Civil Code.

Corporate governance statement

As referred to in article 2a of the Decree laying down additional requirements for Annual Reports (Besluit inhoud bestuursverslag) effective 1 January 2018 (the AR Decree), OCI is required to make a statement on corporate governance.

Information required to be included in the corporate governance statement as described in articles 3, 3a and 3b of the AR Decree can be found in the following sections of this Annual Report:

• Information concerning compliance with the Code, as required by article 3 of the AR Decree, can be found in the section Compliance with the Code on page ;

• information concerning OCI’s risk management and control frameworks relating to the financial reporting process, as required by article 3a(a) of the AR Decree, can be found in the section Enterprise Risk Management beginning on page ;

• information regarding the functioning of the GM, and the authority and rights of OCI’s shareholders, as required by article 3a(b) of the AR Decree, can be found in the section Shareholders’ rights and meetings on page ;

• information regarding the composition and functioning of OCI's Board and its Committees, as required by article 3a(c) of the AR Decree, can be found beginning on page ;

• information regarding the diversity policy concerning the composition of the Board, as required by article 3a(d) of the AR Decree, can be found in the sections Board composition and independence and Diversity & Inclusion on pages to ; and

• information concerning the inclusion of the information required by the Decree Article 10 Takeover Directive (Besluit artikel 10 overnamerichtlijn), as required by article 3b of the AR Decree, can be found in the section Decree Article 10 Takeover Directive on page .

The Dutch Corporate Governance Code (the ‘Code’) was first adopted in 2003 and amended in 2008, 2016 and 2022. The Code applicable to the financial year 2022 was last amended in 2016 with effect from 1 January 2017 and is available at the website of the Corporate Governance Monitoring Committee (http://www.mccg.nl). On 20 December 2022, the Corporate Governance Code Monitoring Committee published an updated Code which is, subject to a formal designation by governmental decree applicable to the financial year 2023 going forward and is available at the website of the Corporate Governance Monitoring Committee (http://www.mccg.nl).

In control statement

The Board is responsible for the design, implementation and operation of the internal risk management and control systems. In discharging this responsibility, the Board has made an assessment of the effectiveness of OCI’s internal control and risk management systems, which includes an assessment of our business conduct in relation to the treatment of the environment, people, and our policies and procedures to address bribery and corruption. Based on the aforementioned assessment and in accordance with the Dutch Governance Code, the Board states to the best of its knowledge and belief that:

• There are no material failures in the effectiveness of the internal risk management and control systems;

• The internal risk management and control systems provide reasonable assurance that the Annual Report does not contain any errors of material importance;

• Based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and

• There are no material risks or uncertainties that could reasonably be expected to have a material adverse effect on the continuity of OCI’s business in the coming twelve months.

Above statements do not imply that our systems and procedures provide absolute assurance as to the realization of our operational and strategic business objectives, or that they can prevent all misstatements, inaccuracies, errors, fraud and non-compliances with legislation, rules and regulations.

Directors’ statement pursuant to article 5:25c of the Dutch Financial Supervision Act

In accordance with Article 5:25c of the Dutch Financial Supervision Act (Wet op het financieel toezicht), the Directors declare that to the best of their knowledge:

• The 2022 financial statements (jaarrekening) provide a true and fair view of the assets, liabilities, financial position and results of OCI and its subsidiaries included in the consolidated statements; and

• the Board Report (bestuursverslag) provides a true and fair view of the situation as at 31 December 2022, and of OCI’s and its group companies’ state of affairs for the financial year 2022, as well as the principal risks and uncertainties that OCI faces.

Non-Financial Statement pursuant to Directive 2014/95/EU

Directive 2014/95/EU requires large companies to disclose non-financial information. This Directive has been implemented into Dutch law through the Decree disclosure of non-financial information (Besluit bekendmaking niet-financiële informatie) (the NF Disclosure Decree).

Pursuant to article 2 of the NF Disclosure Decree, OCI has included the information included in article 3 of the NF Disclosure Decree in the following sections of this Annual Report:

• A description of OCI’s business model is included on page .

• A description, including applied procedures and the results of its policy in relation to:

  • Environmental, social and employee matters is included on pages to , and

  • respect for human rights is described on page and in our Human Rights Policy; and

  • anti-corruption and bribery matters are described in the section Governance performance on pages to ; and

  • the principal risks related to the policy and how the risks are managed as described throughout the sustainability and ERM sections of this Annual Report; and

  • the non-financial performance indicators which are relevant for OCI’s business activities are described on pages to .

Amsterdam, the Netherlands, 22 March 2023

The Board

Michael Bennett
Nassef Sawiris
Ahmed El-Hoshy
Hassan Badrawi
Maud de Vries
Sipko Schat
Jérôme Guiraud
Gregory Heckman
Robert Jan van de Kraats
Anja Montijn-Groenewoud
David Welch
Dod Fraser
Heike van de Kerkhof

6 Performance Statements

Financial statements

Consolidated financial statements

Consolidated statement of financial position

The notes on pages to are an integral part of these consolidated financial statements.

Consolidated statement of profit or loss and other comprehensive income

The notes on pages to are an integral part of these consolidated financial statements.

Consolidated statement of changes in equity