OCI N.V.

Declaration of Voting Results & Voting Rights Announcements • May 30, 2019

Press Release

Amsterdam, The Netherlands / 29 May 2019

Summary of Voting Results at the OCI N.V. Annual General Meeting of Shareholders

OCI N.V. (Euronext: OCI) held its Annual General Meeting of Shareholders today, Wednesday 29 May 2019, in Amsterdam, The Netherlands.

A total of 174,479,710 shares were present or represented at this meeting. These shares represent approximately 83.37% of the total issued and outstanding share capital.

All items were approved, with the voting results being:

Agenda Item	For	Against	Abstain
1. Opening and announcements.	-	-	-
2. Report by the Board of Directors for the financial year 2018.	-	-	-
3. Implementation of the Remuneration Policy in 2018.	-	-	-
4. Explanation of the Dividend Policy.	-	-	-
5. Proposal to adopt the Annual Accounts 2018 and allocation of profits.	174,434,396	1	45,313
6. Proposal to discharge the Executive Directors from liability.	173,879,743	0	599,966
7. Proposal to discharge the Non-Executive Directors from liability	173,879,743	0	599,966
8. Proposal to approve the new Remuneration Policy	173,478,324	982,880	18,506
9. Proposal to approve the new Executive Directors Performance Stock Unit Plan	168,379,961	6,094,748	5,001
10. Proposal to reappoint Mr. Nassef Sawiris as Executive Director	174,394,494	85,214	1
11. Proposal to reappoint Mr. Hassan Badrawi as Executive Director	174,450,972	28,737	0

Press Release

12. Proposal to appoint Ms. Maud de Vries as Executive Director effective 1 June 2019	174,450,973	28,736	0
13. Proposal to reappoint Mr. Michael Bennett as Non-Executive Director	174,450,973	28,736	0
14. Proposal to reappoint Mr. Jérôme Guiraud as Non-Executive Director	171,625,733	2,853,976	0
15. Proposal to reappoint Mr. Gregory Heckman as Non-Executive Director	174,448,429	31,280	0
16. Proposal to reappoint Mr. Robert Jan van de Kraats as Non-Executive Director	174,450,973	28,736	0
17. Proposal to reappoint Ms. Anja Montijn as Non-Executive Director	174,450,971	28,736	0
18. Proposal to reappoint Mr. Sipko Schat as Non-Executive Director	172,668,444	1,811,265	0
19. Proposal to reappoint Mr. Jan Ter Wisch as Non-Executive Director	174,450,973	28,736	0
20. Proposal to appoint Mr. Dod Fraser as Non Executive Director	174,450,972	28,737	0
21. Proposal to appoint Mr. David Welch as Non Executive Director	174,445,973	33,736	0
22. Proposal to extend the designation of the Board of Directors as the authorised body to issue shares in the share capital of the Company	146,738,954	27,186,100	554,655
23. Proposal to extend the designation of the Board of Directors as the authorised body to restrict or exclude pre-emptive rights upon the issuance of shares	147,164,812	27,314,897	0
24. Proposal to authorise the Board of Directors to repurchase shares in the share capital of the Company	174,425,960	5,108	48,641
25. Proposal to appoint KPMG as auditor charged with the auditing of the Annual Accounts for the financial year 2019	174,479,709	0	0
26. Questions and close of meeting.	-	-	-

Press Release

About OCI N.V.

OCI N.V. (Euronext: OCI) is a global producer and distributor of natural gas-based fertilizers & industrial chemicals based in the Netherlands. OCI produces nitrogen fertilizers, methanol and other natural gas-based products, serving agricultural and industrial customers from the Americas to Asia. OCI is a leading global nitrogen fertilizer producer with almost 10 million metric tons of capacity. OCI is also on track to become one of the world's largest methanol producers with almost 3 million tons of proportionate capacity. OCI is listed on Euronext in Amsterdam.

For additional information contact:

OCI N.V. Investor Relations Department:

Hans Zayed Director Email: hans.zayed@oci.nl

Tel: +31 (0) 6 18 251 367

For additional information on OCI:

www.oci.nl

OCI stock symbols: OCI / OCI.NA / OCI.AS / OCINY

Honthorststraat 19 1071 DC Amsterdam The Netherlands