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      /C O R R E C T I O N - OCI Global/


      News provided by

      OCI Global

      30 Oct, 2026, 21:27 GMT

      Share this article

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      In the news release, OCI Announces EGM Approval and Updated Indicative Timetable for Orascom Construction Combination, issued 30-Oct-2026 by OCI Global over PR Newswire, we are advised by the company that there is an addition of a new annex. The complete, corrected release follows:

      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 NNS's 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.

      Event

      Expected time and date

      Explanation

      Expected effectiveness of the Demerger

      2 November 2026

      Following approval of the
      relevant resolutions at the
      EGM, effectiveness of the
      Demerger remains
      subject to execution of the
      demerger deed. On 20
      October 2026, OCI
      received confirmation
      from the Amsterdam
      District Court that no
      creditor had filed an
      objection against the
      Demerger.

      Tender Closing Date under the Offer

      17 November 2026 at
      17:40 CET

      Shareholders should
      contact their bank, broker
      or other intermediary
      sufficiently in advance, as
      intermediaries may apply
      earlier instruction
      deadlines.

      Post-Closing Acceptance Period

      To be determined and announced by NNS, together with other
      relevant dates regarding the Offer. The record date for the
      Distribution will not be set prior to the settlement of the Post-
      Closing Acceptance Period.

      Expected final trading day in OCI Shares

      26 November 2026

      Expected last day on
      which OCI Shares will
      trade with entitlement to
      the Distribution.

      Expected ex-date for the Distribution and
      delisting of OCI Shares from Euronext
      Amsterdam

      27 November 2026

      Euronext Amsterdam has
      approved the delisting of
      the OCI Shares effective
      as of 27 November 2026.
      The ex-date for the
      Distribution is expected to
      be 27 November 2026.

      Expected record date for the Distribution

      Currently expected to be
      30 November 2026,
      subject to the timetable for the Post-Closing
      Acceptance Period and its
      settlement

      The record date will not
      occur before settlement of
      the Post-Closing
      Acceptance Period. If the
      Offer timetable is
      extended, the record date
      and subsequent
      Combination milestones
      will be adjusted
      accordingly.

      Expected commencement of crediting
      OC Shares to eligible shareholder
      accounts

      On or around 8 December
      2026, subject to the
      timetable for the Post-
      Closing Acceptance
      Period and its settlement

      Reflects the current
      operational estimate for
      intermediaries to begin
      crediting OC Shares to
      eligible shareholders'
      securities accounts
      following the Distribution,
      subject to the timetable
      for the Offer and
      settlement of the Post-
      Closing Acceptance
      Period. The date on which
      an individual shareholder
      receives OC Shares may
      differ, potentially
      significantly, depending
      on the intermediary
      involved and the
      completeness and
      validation of the relevant
      settlement information.

      Funding of Dutch dividend withholding
      tax

      To be determined

      As described below and
      in the EGM Circular, OCI
      will sell a number of OC
      Shares to fund the Dutch
      dividend withholding tax
      payable in connection
      with the Distribution.
      Completion of the sale will
      not be a condition
      precedent to OCI making
      the Distribution.

      Expected commencement and
      implementation of the dissolution and
      liquidation process of OCI

      December 2026 - H1 2027

      Dissolution of OCI will not
      occur prior to the delisting
      of the OCI Shares.

      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.

      Annex: Voting results Extraordinary General Meeting of Shareholders OCI Global 30 October 2026

      A total of 155,679,306 shares were present or represented at the AGM. These shares represent approximately 73.79% of the votes that can be cast at the AGM. The voting items were approved as follows:

      Agenda item 3: Proposal to adopt the Combination Resolutions 


      For 

      Against 

      Abstain 

      Total 

      Total votes 

      154,609,658

      237,215

      832,433

      155,679,306

      % of total votes (excl. abstentions) 

      99.85 %

      0.15 %



      % of free float (excl. abstentions) 

      98.32 %

      1.68 %



      Agenda item 4: Proposal to grant approval to the OCIN Sale 


      For 

      Against 

      Abstain 

      Total 

      Total votes 

      154,572,142

      241,416

      865,748

      155,679,306

      % of total votes (excl. abstentions) 

      99.84 %

      0.16 %



      % of free float (excl. abstentions) 

      98.29 %

      1.71 %



      Free float percentages relate only to free float shares present or represented at the EGM (approximately 21% of total free float) and exclude Family shares. Rows marked "excl. abstentions" exclude abstentions from the percentage calculation.

      ABOUT OCI GLOBAL

      Learn more about OCI at www.oci-global.com. You can also follow OCI on LinkedIn.

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