Agreement will make ADNOC the majority shareholder in Fertiglobe, increasing its shareholding to 86.2%, with 13.8% remaining in free float on ADX 
 
Transaction supports ADNOC’s ambitious chemicals growth strategy and its plans to establish a global growth platform for ammonia; will enable Fertiglobe to accelerate the pursuit of new market and product opportunities
 
Additionally, ADNOC and OCI to explore opportunities to cooperate on projects in the US, on ammonia imports into Europe and broader development of the low-carbon ammonia market
 
Abu Dhabi, UAE | Amsterdam, Netherlands: Abu Dhabi National Oil Company P.J.S.C. (“ADNOC”) and OCI Global (Euronext: OCI) (“OCI”), today announced that they have entered into a sale and purchase agreement (the “SPA” or the “Agreement”) for the acquisition by ADNOC of OCI’s entire majority shareholding in Fertiglobe plc (ADX: FERTIGLB) (“Fertiglobe"). Fertiglobe is listed on the Abu Dhabi Securities Exchange (“ADX”) and is the world’s largest seaborne exporter of urea and ammonia combined, the largest nitrogen fertilizer producer in the Middle East & North Africa, and an early mover in sustainable ammonia, with production facilities in Egypt, Algeria and the UAE. 
 
The transaction, which will see ADNOC become majority shareholder in Fertiglobe, supports the Company’s ambitious chemicals strategy and its plans to establish a global growth platform for ammonia, a key lower carbon fuel and hydrogen carrier that is expected to play an important role in the energy transition. 
 
For Fertiglobe, this transaction supports the company’s future growth plans, enabling it to accelerate the pursuit of new market and product opportunities, and expand its focus on clean ammonia as an emerging fuel and hydrogen carrier. 
 
Under the terms of the Agreement, ADNOC will purchase OCI’s 50% + 1 share stake in Fertiglobe at a price of AED 3.20 per share, representing a total purchase price of AED 13.28 billion ($3.62 billion). The SPA also incorporates an earn-out mechanism for FY2024 and FY2025, linked to commodity pricing and the free cash flow performance of the Fertiglobe business during the relevant period. Following the completion of the transaction, ADNOC’s shareholding in Fertiglobe will increase to 86.2% while the free float traded on ADX will remain at 13.8%. 
 
Khaled Salmeen, Executive Director, Downstream, Marketing & Trading Directorate at ADNOC, said: “Working in close partnership with OCI since 2018, we have successfully listed and grown Fertiglobe into the world’s largest seaborne exporter of ammonia and urea fertilizers. Today’s agreement reinforces ADNOC’s long-term commitment to Fertiglobe and our continued focus on delivering growth and maximizing value for the company’s shareholders. This important transaction supports ADNOC’s ambitious chemicals growth strategy and accelerates our plan to establish a global growth platform for ammonia and clean ammonia.”
 
Building on ADNOC and OCI’s strong and long-standing strategic partnership, the two companies have also signed a Memorandum of Understanding (“MoU”) to explore potential cooperation on future growth opportunities for ammonia imports into Europe and product distribution. Both partners have deep knowledge and understanding of the role that ammonia has to play in global decarbonization and energy transition, and the MoU provides a robust framework to leverage each Company’s strengths in pursuing opportunities in the energy transition and decarbonization areas.
 
Nassef Sawiris, Vice Chairman of Fertiglobe and Executive Chairman of OCI Global, commented: “Today marks a pivotal juncture in Fertiglobe’s journey with ADNOC, which began in 2018. Within the ADNOC Group, I am confident that Fertiglobe has found its optimal long-term home, and that with ADNOC’s continued support and guidance, significant value creation and exciting growth opportunities lie ahead. OCI looks forward to continued collaboration with ADNOC which will focus on value accretive growth projects outside the Middle East.”
 
The transaction is expected to close in 2024, subject to the completion of all necessary legal and regulatory conditions, including anti-trust approvals.
 
ADNOC, OCI and Fertiglobe will provide further material updates as and when appropriate.
 
This press release contains information withing the meaning of Article 7(1) of the EU Market Abuse Regulation.

About ADNOC
ADNOC is a leading diversified energy and petrochemicals group wholly owned by the Emirate of Abu Dhabi. ADNOC’s objective is to maximize the value of the Emirate’s vast hydrocarbon reserves through responsible and sustainable exploration and production to support the United Arab Emirates’ economic growth and diversification. To find out more, visit: www.adnoc.ae
 
For media inquiries, please contact:  
Oliver Thompson, Vice President Financial Communications | media@adnoc.ae 
 
Tatiana Volochkovich, Senior Manager Investor Relations | IR@adnoc.ae

About OCI Global
We are a global leader in nitrogen, methanol, and hydrogen, driving forward the decarbonization of the energy-intensive industries that shape, feed and fuel the world. OCI’s production capacity spans four continents and comprises approximately 16.8 million metric tons per year of hydrogen-based products including ammonia, nitrogen fertilizers, methanol, biofuels, diesel exhaust fluid and melamine. OCI has more than 4,000 employees, is headquartered in the Netherlands and listed on Euronext in Amsterdam. Learn more about OCI at www.oci-global.com. 

For media inquiries, please contact:
Sarah Rajani CFA, Vice President Investor Relations and Communications | sarah.rajani@oci-global.com 
 
About Fertiglobe 
Fertiglobe is the world’s largest seaborne exporter of urea and ammonia combined, and an early mover in sustainable ammonia. Fertiglobe’s production capacity comprises of 6.6 million tons of urea and merchant ammonia, produced at four subsidiaries in the UAE, Egypt and Algeria, making it the largest producer of nitrogen fertilizers in the Middle East and North Africa (MENA), and benefits from direct access to six key ports and distribution hubs on the Mediterranean Sea, Red Sea, and the Arab Gulf. Headquartered in Abu Dhabi and incorporated in Abu Dhabi Global Market (ADGM), Fertiglobe employs more than 2,700 employees and was formed as a strategic partnership between OCI Global (“OCI”) and the Abu Dhabi National Oil Company (“ADNOC”). Fertiglobe is listed on the Abu Dhabi Securities Exchange (“ADX”) under the symbol “FERTIGLB” and ISIN “AEF000901015. To find out more, visit: www.fertiglobe.com.