NNS launches voluntary all-cash offer for OCI Shares

This is a press release by NNS Holding (Cyprus) Limited ("NNS"). This press release is issued pursuant to the provisions of Section 4, paragraph 1 and Section 10, paragraphs 1 and 3 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the cash offer by NNS for all the issued and outstanding shares in the capital of OCI N.V. ("OCI" or the "Company") (the "Offer"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in OCI. Any such offer is made only by means of the offer memorandum approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") and relating to the Offer (the "Offer Memorandum"). Capitalised terms not otherwise defined in this press release have the meaning as set forth in the Offer Memorandum. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.

Offer Period starts on 15 September 2026

LIMASSOL, Cyprus, Sept. 14, 2026 /PRNewswire/ -- NNS today announces that NNS is launching a voluntary all-cash public offer for all the issued and outstanding shares in the capital of OCI (each a "Share") at a cash amount of EUR 4.10 without interest ("Offer Price") cum dividend per Share, and that the Offer Memorandum has been published today.

Transaction highlights

- The Offer Memorandum is approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

- The Offer is subject to the satisfaction or waiver of the conditions included in the Offer Memorandum.

- The Offer is not subject to a minimum acceptance threshold, meaning that NNS will accept all Shares validly tendered under the Offer if the conditions under Section 5.5.1 of the Offer Memorandum are met, regardless of the number of Shares tendered.

- According to the press release by OCI dated 1 July 2026, the board of directors of OCI (the "Board") (excluding Nassef Sawiris and Nadia Sawiris and the Enterprise Chamber Directors[1]) recommends the voluntary all-cash public offer at an offer price of EUR 4.10 cum dividend per Share made by NNS; the Enterprise Chamber Directors support the Offer, with a neutral opinion in respect of the Offer Price. They concluded that the Offer Price is not unreasonable.

- NNS has entered into irrevocable non-tender undertakings with certain members of the Sawiris family, together holding 19,167,618 Shares, representing approximately 9.07% of OCI's issued share capital, thereby providing certainty as to a portion of the Company's share capital that will not be tendered into the Offer.

- The Offer Period is from 15 September 2026 to 17 November 2026 (unless extended in accordance with the terms described in the Offer Memorandum).

- OCI is expected to hold an extraordinary general meeting of shareholders at which the Offer will be discussed at the end of October 2026 (the "Offer EGM").

- Closing of the Offer is expected in the fourth quarter of 2026, subject to the satisfaction or waiver of the conditions included in the Offer Memorandum.

- NNS is making the Offer on the terms and subject to the conditions contained in the Offer Memorandum. Further details on NNS, the Offer, including details on acceptance, settlement and the post-closing restructuring measures, can be found in the Offer Memorandum.

Support by the Board

On 1 July 2026, OCI issued a press release in which the Board (excluding Nassef Sawiris and Nadia Sawiris and the Enterprise Chamber Directors) formally recommended the Offer at EUR 4.10 cum dividend per Share. Additionally, the Enterprise Chamber Directors announced that, (i) based on independent valuation analyses performed by AXECO, the Offer Price is not unreasonable from a financial point of view, (ii) they have a neutral position in respect of the Offer Price, (iii) and having completed their assessment, they consented to the convocation of an extraordinary general meeting to approve project Rembrandt II (i.e. the transaction consisting of the proposed business combination between OCI and Orascom Construction PLC, an international construction and engineering company, domiciled in Abu Dhabi with a primary listing on the Abu Dhabi Securities Exchange and a secondary listing on the Egyptian Exchange), subject to the condition that NNS shall have made, declared unconditional and settled the Offer. The Enterprise Chamber Directors also noted that they consider that the combination of Rembrandt II and the Offer give adequate and reasonable weight to the interests of OCI's minority shareholders.

OCI will publish its Position Statement containing the information required by Article 18 and Annex G of the Decree.

Extraordinary General Meeting

In accordance with Article 18, paragraph 1 of the Decree, OCI is required to hold the Offer EGM. Separate convocation materials with respect to the Offer EGM will be made available on OCI's website (www.oci-global.com). Reference is made to Section 5.17 (Offer EGM) of the Offer Memorandum.

Rationale of the Offer

NNS is OCI's largest shareholder, holding approximately 57.32% of OCI's issued share capital, and together with Mr Nassef Sawiris holding approximately 57.50% as of the date hereof.[2]

On 11 December 2025, OCI convened an extraordinary general meeting in connection with Rembrandt II, scheduled to be held on 22 January 2026. On 5 January 2026, the European Investors-VEB, a Dutch association representing the interests of mainly individual investors in the Netherlands ("VEB"), together with a group of other Shareholders, sought emergency relief from the Enterprise Chamber with the effect, among other things, of preventing the scheduled general meeting from approving the proposed Rembrandt II transaction. The Enterprise Chamber granted immediate measures (the appointment of the Enterprise Chamber Directors and the suspension of Rembrandt II) on 19 January 2026. One of the main objections raised against Rembrandt II by the applicants was that no cash exit option was offered to shareholders of OCI who did not want, or could not obtain, shares in Orascom through Rembrandt II. In an effort to constructively help navigate a satisfactory solution so that the company could move forward, NNS, supported by Mr Nassef Sawiris, decided to provide such a cash exit alternative. In this regard, NNS submitted an initial proposal on 11 May 2026 to the Board of OCI to acquire all issued and outstanding Shares. By 24 June 2026, the Board of OCI had not yet reached a decision regarding this proposal. To break the impasse surrounding OCI and Rembrandt II and provide Shareholders with a cash exit alternative, NNS decided to launch the Offer without the cooperation of the Board at that time. By doing so, NNS aims to provide all Shareholders with a guaranteed cash exit opportunity as an alternative to waiting for a possible resolution of the uncertainty surrounding Rembrandt II and OCI. The Offer reflects NNS' continued commitment, as OCI's largest shareholder, to all stakeholders of the Company.

NNS and Nassef Sawiris have been the major shareholders of OCI since its formation and remain highly committed to the Company. They both continue to support Rembrandt II and believe in the strategic rationale and synergy benefits that a combination between OCI and Orascom can offer. They both remain convinced that the management team will generate attractive returns on the investment (being both its existing shareholding and any incremental shareholding acquired pursuant to the Offer) in the business.

Indicative timetable

Offer Period

The Offer Period begins at 09:00 hours CEST on 15 September 2026 and ends at 17:40 hours CET on 17 November 2026, unless extended in accordance with Article 15 of the Decree and the provisions of the Offer Memorandum. Shares tendered on or prior to the Tender Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during an extension of the Offer Period in accordance with the provisions of Article 15, paragraph 3 of the Decree. NNS reserves the right to extend the Offer Period once, for a minimum of two weeks and up to a maximum of ten weeks. If the Offer Period is extended, NNS will make an announcement to that effect no later than on the third Business Day following the Tender Closing Date in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Decree.

Acceptance by Shareholders

Holders of Shares which are held through an Admitted Institution are requested to make their acceptance known via their custodian, bank or stockbroker no later than 17:40 hours CET on the Tender Closing Date, unless the Offer Period is extended in accordance with Section 4.5 (Extension) of the Offer Memorandum. The relevant custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate their acceptance to ABN AMRO in a timely manner.

In submitting an acceptance, the Admitted Institutions are required to submit a statement to the Settlement Agent containing the name and the number of Shares for all instances in which Shareholders tender more than 100,000 Shares.

Extension

If one or more of the Offer Conditions set out in Section 5.5.1 (Offer Conditions) is not satisfied or waived in accordance with the arrangement set out in Section 5.5.2 (Waiver), on the initial or any subsequent Tender Closing Date, NNS may extend the Offer Period once for a period of no less than two weeks and no more than ten weeks, subject to the provisions of Article 15 of the Decree or pursuant to an exemption by the AFM.