Corporate Presentation February 2014 Company Overview A leading - PowerPoint PPT Presentation

Corporate Presentation February 2014

Company Overview  A leading global producer of natural gas-based chemicals and an engineering & construction contractor  Re-domiciled from Egypt to The Netherlands through an exchange and tender offer for Egypt-listed OCI S.A.E. OCI N.V.  Employs approximately 75,000 people worldwide  Began trading on the Euronext Amsterdam on 25 January 2013  Market cap: EUR 7.1 billion as at 3 February 2014  Options trading: Euronext introduced options on OCI N.V. shares as of 13 December 2013  Index inclusions: trading as part of the AMX, STOXX Europe 600 and Euronext 100 indices Listing Information ‒ Candidate for AEX Index inclusion in March 2014  ADRs: a level 1 over-the-counter ADR program on the OTCQX International Premier marketplace  OCI Partners: listed 21.7% of the Master Limited Partnership (MLP) on NYSE on 3 October 2013; OCI N.V. owns the remaining 78.3% H1 2013 Revenue Split H1 2013 Revenue by Geography H1 2013 EBITDA Split 30 September 2013 Backlog Other Algeria 3.3% Egypt USA Construction 1.6% Construction 18.0% 22.3% 20.3% North America 56.4% Egypt 25.2% Other 24.8% 2.1% South America 5.5% Iraq Qatar 3.5% Asia 3.7% Europe 4.1% 24.5% Saudi Arabia 16.6% Africa UAE Fertilizer 0.9% 7.7% Other GCC Fertilizer 43.6% North Africa Middle East 2.7% 79.7% Europe Asia 1.2% 17.3% 12.2% 2.8% 2

Natural Gas-Based Chemicals and Engineering & Construction Contractor  Produces nitrogen fertilizers, methanol and other natural gas based products, serving agricultural and industrial customers from the Americas to Asia Natural Gas  Production facilities in The Netherlands, USA, Egypt and Algeria Based  Top 5 five global nitrogen-based fertilizer producer with a production capacity of c. 7 million tons per annum (mtpa) Chemicals  Greenfield nitrogen fertilizer facility of up to approximately 2 mtpa under construction in Iowa in the US  OCI Beaumont is the largest integrated merchant methanol and ammonia producer in the US  Plans to build greenfield world scale 1.75 mtpa methanol plant in Texas, the largest methanol production facility in the US  The construction group ranks among the world’s top global contractors. Construction  Primarily focused on infrastructure, industrial and high-end commercial projects.  Present in the Middle East, North Africa, Europe, USA and Central Asia.  Backlog of US$ 6.18 billion as at 30 September 2013. 3

Company History  Established in the 1950s by Onsi Sawiris as a construction contractor in Egypt. 1950 -  Developed into a leading industry player with a backlog of US$ 6.3 billion as at 30 June 2013 across the Construction Present Middle East, Asia, USA and Europe.  Started the cement group in the mid-90s, growing production from a single line in Egypt with a capacity 1996 - of 1.5 mtpa to a top 10 worldwide producer by 2007. Cement Build-Up 2007  Portfolio comprised an emerging market-wide platform of over 35 mtpa spanning 12 countries.  Floated on the Egyptian Exchange in 1999 at a value of c. US$ 600 million. IPO 1999  Divested the cement business in 2008 to Lafarge at an EV of US$ 15 billion. Cement 2007  The Company distributed US$ 11 billion in cash dividends that year and retained US$ 2 billion which was Divestment seed money for fertilizer initiatives.  Purchased EFC, increased its stake in EBIC to 60%, and started greenfield construction in Algeria, paving the way for further growth of its fertilizer arm.  Acquired DSM Royal N.V.’s Agro and Melamine businesses in 2008 for €310MM. Natural Gas  Acquired and rehabilitated OCI Beaumont in 2011 and listed OCI Partners in October 2013. 2008- Based Products Present  Started construction on c. 2mtpa production complex in Iowa, USA in November 2012.  Now a top five global nitrogen-based fertilizer producer.  Announced plans to build greenfield world scale methanol plant in Beaumont, Texas. Transformation 2013  OCI N.V. lists on the NYSE Euronext Amsterdam and acquires OCI S.A.E. into OCI N.V. 4

Well Positioned Post Transformation  Settled in April 2013 for EGP 7.1 billion (c. US$ 1 billion) over ten installments. October Charged with tax claim by the  The Company is exploring legal options. 2012 Egyptian government  Forced renegotiations of supply contracts. November Gas curtailments at  Cash flow reduction due to gas curtailments. 2012 EFC / EBIC  Begins trading on 25 January 2013. OCI N.V. lists on the NYSE January  Converts trading line to EUR from USD in August 2013 to facilitate higher liquidity. 2013 Euronext Amsterdam  Concluded on 21 February 2013 with 99% acceptance, representing 75.7% of OCI S.A.E. January OCI N.V. launches GDR ownership. 2013 Exchange Offer  OCI re-opened exchange offer for remaining GDRs on 30 September 2013.  3x oversubscribed and was the largest non-investment grade transaction ever sold in the US Iowa Fertilizer Co. issues US$ May tax-exempt market. 1.2 billion bond in US tax- 2013  Equity of US$ 570 million paid to an escrow account; capex fully pre-funded. exempt market  Incorporates increased revenue sharing mechanism at certain levels. Sonatrach and OCI May  Maintains low production cost and ensured timely commissioning of Sorfert. renegotiate commercial 2013  Production started in August and exports in September. agreement  89.4% responded to the offer, resulting in 97.44% OCI N.V. ownership in OCI S.A.E. June OCI N.V. launches tender offer  Final tender offer extension for remaining shares on 19-23 January 2014. 2013 for OCI S.A.E. local shares August Amends gas supply  Amended the supply agreements to ensure reliable future supply. 2013 agreements for EFC / EBIC  OCI Partners LP, the owner and operator of OCI Beaumont, IPO’s 21.7% of its common units at October IPO of 21.7% of OCI Partners US$ 18 per Common Unit resulting in an enterprise value of approximately US$ 2 billion. 2013 LP  OCI N.V. owning 99.32% of OCI S.A.E. October  OCI S.A.E. intends to terminate the GDR program, subject to receipt of all relevant regulatory Extensions to local and GDR 2013 offers approvals.  Final local extension period to be held 19-23 January 2014. 5

Looking Forward: Rebalancing to Financial Strength  An improved credit  Equity of US$ 570 million for Iowa Fertilizer Company fully paid to an escrow account. profile, the ramp up of Sorfert and  First tax settlement payment of US$ 360 million. increased Cash Outflows operating rates at  Transaction costs for OCI N.V. tender offer for OCI S.A.E. shares. in H1 2013 the Egyptian plants allows  Reduction in EFC and EBIC cash generation. management to → Resulted in increased gross debt. focus on shareholder value creation  Rapid deleveraging: through divestment proceeds and ramp-up of fertilizer capacity.  Convertible bond and equity offerings: proceeds of EUR 439 million, extending debt maturity profile.  Growth capex all fully pre-funded: ‒ Iowa Fertilizer equity in escrow account; ‒ OCI Beaumont debottlenecking to be financed by IPO proceeds. Improving Net  Low maintenance capex requirement. Debt Position  Divestments: Going Forward ‒ Total proceeds for Gavilon both the energy and agribusiness exceeds US$ 660 million; ‒ Up-streamed cash from the OCI Beaumont MLP IPO; ‒ Minority stake in Notore.  Ramp-up of production: Sorfert begins full production and resumption of operating rates at Egyptian plants. 6

Ownership Structure Post-Completion of Tender Offer  OCI N.V. directly OCI N.V. 100% directly 99.32% of OCI S.A.E. owns all international operations through The Netherlands  OCI S.A.E. owns the Egyptian and Algerian construction operations, EFC OCI S.A.E. Chemicals Construction and Sorfert OCI Egypt Construction OCI Nitrogen (The Netherlands) OCI Construction ex. Egypt & Algeria 100% 100% 100% OCI Algeria Construction Egyptian Basic Industries Corp. (EBIC) Contrack (USA) 100% 60% 100% Egyptian Fertilizers Company (EFC) OCI Beaumont (USA)* BESIX (Belgium) 100% 78.3% 50% Sorfert Algérie Iowa Fertilizer Company (USA) Weitz (USA) 51% 100% 100% Natgasoline LLC (USA) 100% Orascom Fertilizer Trading (Dubai) 100% ___________________________________ Note: chart depicts effective operational structure; does not reflect Company legal structure. 7 * Completed IPO of 21.7% of OCI Partners LP (OCI Beaumont’s parent company) in October 2013.