OCI N.V. — M&A Activity 2015

Nov 16, 2015

Press Release

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS DOCUMENT IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER MENTIONED BELOW AND IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS DOCUMENT

Amsterdam, the Netherlands / 13 November, 2015

OCI N.V. Launches Additional Tender Offer Extension for Local Shares in Orascom Construction Industries S.A.E.

OCI N.V. (Euronext: OCI) today announced a new extension period for its tender offer to acquire the remaining 329,601 outstanding shares in Orascom Construction Industries S.A.E. ("OCI S.A.E.") in continuation of the original offer launched in June 2013. OCI N.V. currently holds 99.84% of the share capital of OCI S.A.E.

All eligible shareholders of OCI S.A.E. may elect to exchange their shares into OCI N.V. shares at a one-to-one ratio, or receive a cash alternative of EGP 255 per share (the "Offer").

As a result of the demerger of the construction business to Orascom Construction Limited (OCL) in March 2015, shareholders who elect to exchange their OCI S.A.E. shares into OCI N.V. will also receive one share in OCL for every two shares held in OCI S.A.E.

If all eligible shareholders of OCI S.A.E. elect to receive the cash alternative, the total value of the offer will be approximately EGP84 million (or approximately \$10 million at current exchange rates).

The tender offer extension will be held from Sunday 15 November 2015 to Wednesday 16 December 2015.

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 ranks among the world's largest nitrogen fertilizer producers, and can produce more than 8.4 million metric tons of nitrogen fertilizers and industrial chemicals at production facilities in the Netherlands, the United States, Egypt and Algeria. OCI is listed on Euronext in Amsterdam.

For additional information contact:

	For additional information on OCI N.V.:
OCI Investor Relations Department:
	www.oci.nl
Hans Zayed	OCI N.V. stock symbols: OCI / OCI.NA / OCI.AS / OCINY
Director
Email: hans.zayed@oci.nl	Honthorststraat 19
	1071 DC Amsterdam
	The Netherlands
Tel: +31 (0) 6 18 251 367

Press Release

This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company.

This press release may not be published, distributed, transmitted or otherwise sent into the United States of America (including its territories and possessions, every State in the United States and the District of Columbia). This press release does not constitute an extension into the United States of any offer mentioned in this press release, nor does this press release constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. Holders of the company's securities who are located or resident in the United States or who are acting for the account or benefit of, such persons will not be eligible to participate in the offer described in this press release. Offer documents will not be distributed or sent into the United States.

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may", or "might", the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in the Company's projections or forward-looking statements, including, among others, general economic conditions, its competitive environment, as well as many other risks specifically related to the Company and its operations.

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The securities referred to herein may not be offered, or sold in the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or another exemption form, or in a transaction not subject to, the registration requirement of the Securities Act.

These materials and information contained herein are not a public offer or advertisement of securities in the Netherlands, and are not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any shares or global depositary receipts in the Netherlands.

This press release is directed in the United Kingdom only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and to (iii) persons to whom it would otherwise be lawful to distribute it.