OCI N.V. Roadshow Presentation 30 September – 3 October 2013
Company Overview A leading global nitrogen fertilizer producer and engineering & construction contractor. Listing Information: Re-domiciled: from Egypt to The Netherlands through an exchange and tender offer for Egypt-listed OCI S.A.E. Listed on the NYSE Euronext Amsterdam on 25 ‒ Currently owns 97.4% of OCI S.A.E. and is taking the necessary steps to acquire the remaining shares. January 2013 Fertilizer Group: Market capitalization of EUR 5.2 billion as at 27 ‒ Top 5 five global nitrogen-based fertilizer producer with a production capacity of c. 7 million tons per annum (mtpa); September 2013 ‒ Facilities in The Netherlands, USA, Egypt and Algeria; Trading as part of the AMX Index on 23 September 2013, and AEX Index ‒ An international distribution platform spanning 5 continents. inclusion is expected in 2014 Construction Group: Further inclusion in pan- ‒ Primarily focused on infrastructure, industrial and high-end commercial projects; European indices is expected imminently ‒ Present in the Middle East, North Africa, Europe, USA and Central Asia; OCI N.V. has a level 1 over- ‒ Backlog of US$ 6.34 billion as at 30 June 2013. the-counter ADR program on the OTCQX International Ownership: The Sawiris family collectively owns 57% of the outstanding shares. Premier marketplace Employs approximately 75,000 people worldwide. Fertilizer Group Construction Group 2
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 Construction Present June 2013 across the Middle East, Asia, USA and Europe. Started the cement group in the mid-90s, growing production from a single line in 1996 - Egypt with a capacity 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$ Divestment 2 billion which was 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. 2008- Fertilizer Group Present Acquired and rehabilitated OCI Beaumont in 2011. Development Started construction on c. 2mtpa production complex in Iowa, USA in November 2012. Now a top five global nitrogen-based fertilizer producer. Transformation 2013 OCI N.V. lists on the NYSE Euronext Amsterdam and acquires OCI S.A.E. into OCI N.V. 3
Ownership Structure Post-Completion of Tender Offer OCI N.V. directly owns all international operations OCI N.V. 100% directly 97.4% of OCI S.A.E. through The Netherlands OCI S.A.E. owns the Egyptian and Algerian construction operations, EFC and Sorfert OCI S.A.E. Fertilizer Construction 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% 100% 50% Sorfert Algérie Iowa Fertilizer Company (USA) Weitz (USA) 51% 100% 100% Orascom Fertilizer Trading (Dubai) 100% Note: chart depicts effective operational structure; does not reflect Company legal structure. *Announced IPO of up to 25% of entity. 4
Fertilizer Group: Ramping-Up Capacity OCI Nitrogen is the second Design Capacities - ktpa¹ largest CAN producer in Ammonia Fertilizer Europe and the largest Plant Gross Net Urea UAN CAN for sale Methanol Melamine DEF melamine producer in the Egyptian Fertilizers Company² 800 - 1,550 - - 1,550 - - - world Egypt Basic Industries Corporation 730 730 - - - 730 - - - OCI Nitrogen 1,130 350 500³ 250 1,400 2,000 - 190 - Global in-house distribution network with a strong Sorfert Algérie 1,600 800 1,260 - - 2,060 - - - presence in Europe and OCI Beaumont 265 265 - - - 265 730 - - strategic joint ventures in Year End 2013 4,525 2,145 2,810 250⁵ 1,400 6,605 730 190 - Brazil and the USA OCI Beaumont Post Expansion 305 305 - - - 305 913 - - Year End 2014 4,565 2,185 2,810 250⁵ 1,400 6,645 913 190 - Iowa Fertilizer Company 800 185 250⁴ 1,505 - 1,940 - - 315 Year End 2016 5,365 2,370 3,060 1755⁵ 1,400 8,585 913 190 315 OCI Beaumont Sorfert commenced full production in August and exports in September. Addition of c. 2.2 mtpa from Iowa Fertilizer Company and OCI Beaumont debottlenecking. OCI Beaumont announced an IPO of 21.7%-25.0% of the Master Limited Partnership. Sorfert Export Shipment ‒ World’s largest merchant methanol producer. World’s largest melamine producer. World’s largest AS distributor with 1 mtpa from Lanxess and 750 mtpa from DFI (a DSM subsidiary). Iowa Fertilizer Co. Note: all tonnage is metric, Iowa Fertilizer Company volumes are estimates ¹ Table not adjusted for OCI’s stake in considered plant; ² UAN line constructed to capitalize on seasonal UAN price premiums over urea (swing capacity); ³ Captive capacity; ⁴ Urea sellable capacity increases to 420 ktpa if no Diesel Exhaust Fluid is produced; ⁵ Excludes EFC UAN swing capacity. 5
Construction Group: Expanding in New Markets Backlog & New Awards by Quarter 30 June 2013 Backlog by Sector 8.00 Backlog New Awards 7.61 6.93 7.20 7.21 7.21 7.04 6.83 6.87 7.00 7.00 6.65 6.50 6.28 6.02 6.40 6.49 6.34 Commercial 5.95 5.89 5.64 27.5% 6.00 5.62 5.11 5.23 US$ billions 5.00 Infrastructure 45.4% 4.00 2.90 3.00 1.84 2.00 1.42 1.58 1.17 0.97 1.16 1.00 0.71 0.36 0.79 0.68 0.60 0.55 0.33 0.93 0.84 0.70 0.54 1.00 0.45 0.29 0.36 Industrial 0.00 27.1% Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 30 June 2013 Backlog by Geography 30 June 2013 Backlog by Client Algeria USA 1.7% Intergroup 22.3% 19.3% Egypt Other 25.9% 2.2% Iraq Public 4.3% Qatar 56.6% 3.3% Saudi Arabia 13.4% Private UAE 24.1% Other GCC 8.0% 1.8% Europe Asia 12.3% 4.7% *Other includes: Australia, Cameroon, Equatorial Guinea, Morocco, Nigeria, Niger and Senegal. 6
Transformational Year Settled in April 2013 for EGP 7.1 billion (c. US$ 1 billion) over ten installments. October Charged with tax claim by the Egyptian government The Company is exploring legal options. 2012 November Forced renegotiations of supply contracts. Gas curtailments at EFC / EBIC 2012 Cash flow reduction due to gas curtailments. Begins trading on 25 January 2013. January OCI N.V. lists on the NYSE Euronext Amsterdam Converts trading line to EUR from USD in August 2013 to facilitate higher liquidity. 2013 Offer concluded on 21 February 2013 with 99% acceptance, representing 75.7% of January OCI N.V. launches GDR OCI S.A.E. ownership. Exchange Offer 2013 OCI intends to re-open exchange offer for remaining GDRs on 30 September 2013. 3x oversubscribed and was the largest non-investment grade transaction ever sold Iowa Fertilizer Co. issues May in the US tax-exempt market. US$ 1.2 billion bond in US 2013 tax-exempt market Equity of US$ 570 million paid to an escrow account; capex fully pre-funded. 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 agreement Production started in August and exports in September. 89.4% responded to the offer, resulting in 97.44% OCI N.V. ownership in OCI S.A.E. OCI N.V. launches tender June offer for OCI S.A.E. local Announced launch of tender offer extension for remaining shares on 25 2013 shares September 2013 to be conducted in October 2013 and January 2014. August Amends gas supply Amended the supply agreements to ensure reliable future supply. agreements for EFC / EBIC 2013 7
Well-Diversified Portfolio H1 2013 Revenue Breakdown Other 3.3% Egypt 18.0% OCI N.V.’s diverse revenue base serves as a natural hedge North America 25.2% Diversified against country risk. South America Revenue Base 5.5% No single region exceeds 25% of total revenue. Asia Europe 4.1% 24.5% Africa 0.9% North Africa Middle East 1.2% 17.3% 30 June 2013 Backlog Breakdown Egyptian construction operations account for 25.9% of Algeria USA 1.7% construction backlog as at 30 June 2013. 22.3% Egypt Other Diversified 25.9% 2.2% ‒ Includes US$ 810 million JICA-funded (Japan) Egyptian Construction Iraq 4.3% museum. Qatar Backlog 3.3% Saudi Arabia 13.4% Construction Group is expanding in key new markets such as UAE Other GCC 8.0% Saudi Arabia, Iraq and USA. 1.8% Europe Asia 12.3% 4.7% Among the lowest cost fertilizer producers in the world. EFC & Sorfert Both entities are leveraged with non-recourse financing. 8
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