OCI Announces EGM Approval and Updated Indicative Timetable for Orascom Construction Combination

AMSTERDAM, Oct. 30, 2026 /PRNewswire/ -- OCI N.V. ("OCI" or the "Company") (Euronext: OCI) today announced that its shareholders have approved all resolutions relating to the proposed business combination between OCI and Orascom Construction PLC ("Orascom Construction") (the "Combination"). OCI also provides shareholders with an updated indicative timetable for the Combination, including the expected delisting date for OCI Shares from Euronext Amsterdam.

Shareholder Information and Key Dates

• Today, the Extraordinary General Meeting approved all resolutions put to a vote, including the resolutions relating to the Combination and the OCIN Sale. Each resolution was also supported by a majority of votes cast by minority shareholders. The detailed voting results are available on OCI's website in accordance with applicable requirements.
• Euronext Amsterdam has approved the delisting of the OCI Shares effective as of 27 November 2026, resulting in the final day OCI Shares can be traded on Euronext Amsterdam being 26 November 2026, subject to receipt of the required regulatory approvals in the relevant jurisdictions, and any other developments that may affect the delisting date. The ex-date for the Distribution of OC Shares to OCI shareholders is expected to be 27 November 2026.
• The Tender Closing Date under the NNS' voluntary offer (the "Offer") is 17 November 2026 at 17:40 CET. Shareholders wishing to tender their OCI Shares should contact their bank, broker or other intermediary sufficiently in advance, as intermediaries may apply earlier instruction deadlines. Further updates regarding the Offer, including on the expected timetable of relevant events relating to the Offer, are expected to be made by NNS with due observance of applicable rules and regulations.
• Subject to completion of the required corporate, regulatory, listing and settlement steps, and subject to further announcements by NNS on the timetable for the Offer, OCI currently expects the crediting of Orascom Construction shares ("OC Shares") to eligible shareholder accounts to commence on or around 8 December 2026. The date on which an individual shareholder receives OC Shares may differ, potentially significantly, depending on the shareholder's circumstances, the completeness of settlement information provided, and the processes of the relevant intermediary.
• The timetable for the Combination continues to be indicative. OCI will keep its shareholders informed as further information becomes available, including but not limited to as information on the Offer is made public by NNS in accordance with the relevant statutory notice requirements.

Indicative Timetable

The table below sets out certain expected key dates and times in connection with the Combination. Except where otherwise indicated, all dates and times are indicative only, reflect the Company's current expectations and remain subject to change. Capitalised terms not otherwise defined in this press release have the meanings given to them in the EGM Circular or, as applicable, NNS's Offer Memorandum.

Additional Information Regarding the Distribution 

Subject to completion of the Combination, the OC Shares will be distributed to eligible OCI shareholders in accordance with the transaction structure described in the EGM Circular. Shareholders who are eligible to receive OC Shares but whose complete or validated settlement information has not been provided (by them or, as applicable, their bank or broker) by the relevant operational deadlines may not receive their OC Shares at the same time as other shareholders. Their entitlements will instead be handled in accordance with the applicable suspense arrangements described in the EGM materials.

OCI encourages shareholders to read the 'Shareholder Decision Guide' and the other information regarding the Combination available on OCI's website. The Shareholder Decision Guide advises shareholders wishing to receive OC Shares to contact their bank, broker or custodian as soon as possible to confirm whether, and subject to what conditions, that intermediary supports the Distribution. The indicative timetable assumes that OCI Shares validly tendered during the Offer Period or Post-Closing Acceptance Period will settle under the Offer before the record date for the Distribution. If the Offer timetable is longer than currently assumed, including if NNS determines that the Post-Closing Acceptance Period will continue for two weeks, the timetable for implementation of the Combination will be adjusted accordingly.

Additional Information Regarding Dutch Dividend Withholding Tax

As described in the EGM Circular, OCI will sell a number of OC Shares corresponding to the percentage of the total value of the Distribution to be withheld on account of Dutch dividend withholding tax. Because the number of OC Shares to be sold will be determined by reference to the applicable withholding percentage, the number of OC Shares distributed to shareholders will not depend on whether the proceeds of the sale are sufficient to cover the Dutch dividend withholding tax payable.

Completion of the sale of such OC Shares will not be a condition precedent to OCI making the Distribution and is not expected to delay or otherwise affect the timing of the Distribution to shareholders.

If the proceeds of such sale are insufficient to cover the Dutch dividend withholding tax payable in connection with the Distribution, the shortfall will be funded for the account of the combined company. No additional OC Shares will be withheld from relevant shareholders solely as a result of such shortfall.

Important Notice Regarding Timing

If any of the dates and/or times set out in the indicative timetable change, OCI will provide notice of such changes by means of a press release and will announce final dates in accordance with applicable laws, regulations and stock exchange requirements. The actual timetable may differ, including significantly, from the timetable set out above.

The timing of the Offer, including the commencement, duration and closing of the Post-Closing Acceptance Period, remains subject to determinations made by NNS in accordance with the terms of the Offer. Changes to Offer-related milestones may impact the timing of subsequent steps in the process.

Except for events directly related to the Offer, the occurrence and timing of the milestones described above remain subject to the remaining conditions and implementation steps applicable to the Combination, including implementation of the Combination by the long-stop date of 30 December 2026.

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