Front cover

The Board Report (management report) consists of the chapters 1 Introduction, 2 About Us, 3 Our Performance, 4 Risk Management, 5 Corporate Governance (paragraphs Board report and Declarations), and paragraph Sustainability statement of the 6 Performance Statements.

OCI N.V. is referred to as OCI Global, OCI, OCI N.V., the Company, or the Group throughout this Annual Report. Subsidiaries are referred to in this Annual Report by their brand names or by their registered names in the notes to the financial statements.

This Annual Report contains forward-looking statements. By their nature, these statements involve risks and uncertainties. Readers should not put reliance on these statements. In addition, future actual events, results and outcomes likely differ from these statements made.

This is the PDF/printed version of OCI N.V.’s 2025 Annual Report. This version has been prepared for ease of use and does not contain ESEF information as specified in the Regulatory Technical Standards on ESEF (Delegated Regulation (EU) 2019/815). The official ESEF reporting package is available on our website. In case of any discrepancies between this PDF version and the ESEF reporting package, the latter prevails.

1 Introduction

CEO Letter

A Transformational Year for OCI

Dear Stakeholders,

2025 marked a defining year for OCI, as we reached our 75-year anniversary. Since its origins, OCI and its predecessor business have played a pivotal role across a broad range of industries, including construction, infrastructure, building materials, cement, nitrogen fertilizers, melamine, methanol and biomethanol, and  more recently, low-carbon and transition-focused products such as blue ammonia. This enduring capacity for evolution has long been a defining hallmark of OCI’s legacy.

Over the last three years, our most recent strategic review has fundamentally transformed the portfolio and generated gross proceeds of USD 11.9 billion to date, which – together with operating cash flows – has enabled approximately USD 7 billion (equivalent to approximately EUR 31 per share) in shareholder distributions since 2022.

2025 was characterized by continued disciplined execution, strategic portfolio transformation, and the achievement of major transactional milestones. Operationally, our continuing European nitrogen business (OCI Nitrogen) delivered resilient operational performance despite natural gas and commodity volatility, as well as a heavy turnaround year. We have remained steadfast in our investment in this Dutch facility, in contrast to the wave of capacity curtailments and shutdowns across Europe, underscoring our conviction that OCI Nitrogen remains a high-quality, strategically critical asset within the European supply chain. Following the recent completion of our OCI Ammonia Holdings (OAH) divestment, we have also preserved OCI Nitrogen’s ammonia import flexibility through a dedicated throughput agreement.

Subsequent to the year end, geopolitical developments in the Middle East have contributed to heightened market volatility and increased uncertainty, resulting in a sharp increase in European natural gas prices, and, consequently, materially higher production costs. To date, these effects have been partially mitigated by higher product prices; however, farmer affordability remains an important factor in the sustainability of the spread between selling prices and production costs.

In addition, the dislocation of global trade flows, pressures on energy supply, and disruptions at various petrochemical facilities in the Middle East have affected global methanol prices. Against this backdrop, and since the outbreak of the conflict, the share price of Methanex - in which the Company held a 12.9% interest at the beginning of the year, received as part of the consideration for the sale of the OCI Methanol Group - increased sharply, alongside a significant rise in trading liquidity. The Company capitalised on these favourable market conditions and announced the sale of 3.33 million shares through an accelerated block trade on 16 March. The significant increase in available trading capacity under Rule 144, based on trailing average liquidity, was also a contributing factor in the Board’s authorisation for Management to evaluate further divestments, subject to market conditions.

Delivering on Our Strategic Review

Sale of OCI Methanol

A major milestone was the completion of the sale of our global methanol business (OCI Methanol) to Methanex Corporation (Methanex) on 27 June 2025. The agreement, signed in August 2024, transferred 100% ownership for gross proceeds of USD 2.05 billion, including a 12.9% equity consideration, making OCI Methanex’s second-largest shareholder. Following the expiration of the lock-up period in October 2025, we sold 3.3 million Methanex shares through an accelerated block sale on 13 March 2026. As a result of the disposition, OCI now owns approximately 8.6% of the outstanding Methanex shares. This structure preserves exposure to the methanol sector while maintaining optionality around future monetization.

Beaumont New Ammonia

Construction of the facility in Beaumont, Texas, progressed through final commissioning activities in 2025, culminating in first production on 29 December. On 25 March 2026, following the successful completion of performance testing, we announced the formal handover of the facility to Woodside, including the transfer of the operations team. As part of the divestment, OCI has received the USD 470 million deferred consideration, representing 20% of total proceeds, less amounts deducted for outstanding construction obligations, certain closing-related adjustments, and remaining estimated close-out costs. These items are included in the previously disclosed total cost to complete of USD 1.8 billion and were reflected in OCI’s 2025 year-end liability of USD 228 million on an undiscounted basis, implying expected net proceeds of USD 242 million in 2026. The transaction is expected to generate an IRR of approximately 70%.

Sale of OCI Ammonia Holding (OAH) to AGROFERT

In Q4 2025, OCI reached an agreement to divest its ammonia distribution and terminal business OAH to AGROFERT, a significant European nitrogen products manufacturer for EUR 290 million. OCI shareholders approved the transaction at an EGM on 22 January 2026 and the transaction closed on 31 March following receipt of the required regulatory approvals. Net proceeds will be subject to customary closing adjustments.

Strategic options for OCI Nitrogen

Our objective remains to effect a strategic transaction for the remaining OCI Nitrogen business, an integrated producer of ammonia, premium nitrogen products including CAN, CAN+S, UAN, melamine and low-carbon CAN.

Strengthening Our Financial Position and Returning Capital

Following the completion of these divestments, OCI continued to prioritize capital returns, distributing USD 1.7 billion in 2025, structured as capital repayments within available fiscal capital reserves and extraordinary cash dividends. Following the close of the OCI Methanol sale, OCI also fully retired its USD 600 million 2033 bonds in August, completing the repayment of all outstanding long-term gross debt.

Proposed Strategic Combination with Orascom Construction

In September 2025, we announced the proposed transaction with Orascom Construction to establish a scalable infrastructure and investment platform anchored in Abu Dhabi. Agreement on the envisaged combination was reached on 9 December 2025, subject to customary conditions including shareholder approval.

In early January 2026, the Enterprise Chamber of the Amsterdam Court of Appeals (the “EC”) issued a preliminary ruling in connection with the proposed transaction. As part of this ruling, the EC temporarily suspended the holding of a general meeting to vote on the transaction and appointed two independent non-executive directors to OCI’s board. These directors have a specific mandate to evaluate the transaction and, where appropriate, to make proposals in this regard to an extraordinary general meeting. Any proposal relating to the transaction may only be submitted to the general meeting with their consent.

Future Strategic Pathway

OCI is committed to ensuring that any decision regarding the Company’s strategic future, whether in relation to the proposed Orascom transaction, a similar transaction, or other alternative options, is taken in the best interests of the Company and all its stakeholders, including minority shareholders.

As we mark our 75‑year heritage, our focus remains firmly on performance excellence, disciplined capital allocation, and the delivery of enduring long-term value.

Hassan Badrawi
Chief Executive Officer
OCI Global

2 About Us

Our company

Strategic reorientation

As described in the CEO Letter, the execution of the strategic review during 2025 resulted in significant portfolio changes across the Group. Following the divestment of the OCI Methanol business, the transfer of Beaumont New Ammonia (BNA) and the closing of the ammonia distribution and terminal business, our objective remains to effect a strategic transaction for the sole remaining operating business: OCI Nitrogen (OCIN).

This section outlines the implications of these developments for the presentation of the financial and sustainability information in this Annual Report, including the continuing and discontinued operations.

The segment Nitrogen EU includes both OCIN and OCI Ammonia Holding B.V. (OAH). On 24 November 2025, we announced an agreement to sell 100% of our equity interests in OAH, comprising OCI Terminal Europoort B.V. (OTE) and OCI Ammonia Distribution B.V. (OAD) to AGROFERT. The transaction closed on 31 March 2026. OAH was classified as held for sale following the announced divestment but does not meet the IFRS criteria to be classified as a discontinued operation and, as such its results continue to be presented within the European Nitrogen segment in the financial statements. In the sustainability statement and section Our products of the management report, the entities included in the OAH sale agreement are classified as discontinued operations.

Reference is made to the CEO Letter, Financial performance, sections 22 Discontinued operations and assets & liabilities held for sale, 28 Segment reporting, 29 Contingencies and 33 Subsequent events in the financial statements, and section 1.1.1.3 Effect of discontinued operations in the sustainability statement.

This Annual Report begins with a summary of our financial performance, followed by Risk Management, Corporate Governance, the financial statements, and the sustainability statement prepared in accordance with the European Sustainability Reporting Standards (ESRS). With the Corporate Sustainability Reporting Directive (CSRD) expected to be transposed into national law by 2026, which mandates ESRS, OCI has chosen to comply voluntarily for this year under review. Going forward, we are not committed to continuing voluntary reporting.

Our products

We are active in chemicals production and produce and distribute hydrogen and nitrogen-based products, including fertilizers, fuels and feedstock to agricultural, transport and industrial customers around the world. During 2025, we sold 3.3¹ million metric tonnes of hydrogen products, generating revenue of USD 1,605² million.

1. Product sales volumes 2025 - total: 3.3 million metric tonnes, continuing operations: 2.3 million metric tonnes, discontinued operations: 1.0 million metric tonnes.
2. Net revenue 2025 - total: USD 1,605 million, continuing operations: USD 1,086 million, discontinued operations: USD 519 million.

Our nitrogen products

Merchant ammonia

Ammonia (24.9%¹ of our revenue) is a colorless gas that is a building block for industrial chemicals and nitrogen fertilizers, and can be applied as a direct fertilizer. Ammonia is the highest energy density non-hydrocarbon product. The principal raw material used in the conventional production of ammonia is natural gas.

1. Ammonia revenue 2025 - total: 24.9%, continuing operations: 23.3%, discontinued operations: 27.8%.

Calcium ammonium nitrate (CAN)

Calcium ammonium nitrate (25.4%¹ of our revenue), branded as OCI Nutramon, is a nitrogen fertilizer with an addition of dolomite. While the nitrate enables immediate nutrient uptake by crops due to its high absorption properties, the added dolomite reduces soil acidification potential and subsequent liming need.

1. CAN revenue 2025 - total: 25.4%, continuing operations: 39.7%, discontinued operations: 0.0%.

Urea ammonium nitrate (UAN)

Urea ammonium nitrate (8.3%¹ of our revenue) is a liquid fertilizer which consists of urea and ammonium nitrate. Due to its nitrate component it is easily absorbed by plants.

1. UAN revenue 2025 - total: 8.3%, continuing operations: 13.0%, discontinued operations: 0.0%.

Ammonium sulfate (AS)

Ammonium sulfate (1.4%¹ of our revenue) is a solid crystalline fertilizer, which contains nitrogen and sulfur. It is highly soluble in water and easily stored and transported.

1. AS revenue 2025 - total: 1.4%, continuing operations: 2.2%, discontinued operations: 0.0%.

Ammonium nitrate + sulfur (AN + S)

Ammonium nitrate + sulfur (3.4%¹ of our revenue), branded as OCI Dynamon, is an integrated nitrogen-sulphur fertilizer combining both components in a single granule. The positive synergy results in optimal crop yield and high quality.

1. AN + S revenue 2025 - total: 3.4%, continuing operations: 5.3%, discontinued operations: 0.0%.

Renewable ammonia

We are one of the only producers today of International Sustainability and Carbon Certification (ISCC) certified renewable ammonia (0.5%¹ of our revenue). This is produced either using biomethane at our Dutch and United States ammonia plants (bio-ammonia) or using hydrogen from electrolysis of renewable electricity at our former Egyptian ammonia facilities (renewable ammonia).

1. Renewable ammonia revenue 2025 - total: 0.5%, continuing operations: 0.8%, discontinued operations: 0.0%.

Melamine

Melamine (7.7%¹ of our revenue) is an organic-based substance, which consists of 66% nitrogen. Its application lies predominantly within home renovation and construction markets as an intermediate in wood-based panels and a component of glue. OCI Nitrogen Europe is one of the world's largest melamine producers.

1. Melamine revenue 2025 - total: 7.7%, continuing operations: 12.0%, discontinued operations: 0.0%.

Carbon dioxide (CO₂)

CO₂ (0.1%¹ of our revenue) is an odorless gas, which can be captured from industrial processes and sold to third parties for use in various applications, such as carbonated drinks production, and food and beverage preservation.

1. CO₂ revenue 2025 - total: 0.1%, continuing operations: 0.1%, discontinued operations: 0.0%.

Our diesel exhaust fluid (DEF)

Diesel exhaust fluid (2.3%¹ of our revenue), which is also known as AdBlue® in Europe, is a non-hazardous aqueous urea solution consisting of approximately 67.5% deionized water and approximately 32.5% urea.

1. DEF revenue 2025 - total: 2.3%, continuing operations: 3.6%, discontinued operations: 0.0%.

Methanol in our discontinued operations

Methanol

Methanol (22.8%¹ of our revenue) is a clear chemical liquid predominantly produced from natural gas, which is highly versatile in its application ranging from powering ships and vehicles to heating homes.

1. Methanol revenue 2025 - total: 22.8%, continuing operations: 0.0%, discontinued operations: 63.1%.

Green (renewably-sourced) methanol

Green methanol (3.3%¹ of our revenue) can be produced either by using biomethane instead of natural gas in existing facilities, from biogenic fraction of gasification of municipal solid and biomass waste, or by chemically combining CO₂ and hydrogen produced via electrolysis. We use waste, residues and by-products as feedstocks.

1. Green methanol revenue 2025 - total: 3.3%, continuing operations: 0.0%, discontinued operations: 9.2%.

3 Our Performance

Financial performance

Performance summary

1. Continuing operations include Nitrogen EU and other (corporate entities) segments of the group.

Revenue - continuing operations

Revenue from continuing operations increased by USD 110.9 million from USD 975.1 million in 2024 to USD 1,086.0 million in 2025, primarily due to:

• Increase in average benchmark prices for ammonia, CAN and UAN in 2025 of 6%, 19% and 29%, respectively;

• Increase in total own product and traded third party sales in 2025 of 6%. The continuing operations of the business only sold nitrogen products in 2025 and 2024. Total own product sales volumes were higher at 2,048.4 million metric tonnes in 2025, compared to 1,967.3 million metric tonnes in 2024 driven by higher CAN, UAN and DEF sales volumes. Ammonia sales volumes were lower at 322.6 million metric tonnes in 2025, compared to 408.9 million metric tonnes in 2024 due to planned maintenance and unplanned outages. Traded third party sales were higher at 271.2 tonnes in 2025, compared to 224.1 tonnes in 2024;

Adjusted EBITDA - continuing operations

Adjusted EBITDA from continuing operations was higher at USD 46.4 million in 2025 versus a loss of USD 31.9 million in 2024. Reported EBITDA also improved to a loss of USD 8.9 million compared to a loss USD 125.5 million in 2024 driven by improved performance of Nitrogen EU segment and reduction of corporate costs.

1. OCI N.V. uses Alternative Performance Measures (APM) to provide a better understanding of the underlying developments of the performance of the business. The APMs are not defined in IFRS and should be used as supplementary information in conjunction with the most directly comparable IFRS measures. The definition of the APM and a detailed reconciliation between the APM and the most directly comparable IFRS measure can be found on pages - of this report.

Operating loss - continuing operations

Operating loss improved by USD 119.9 million to USD 112.7 million in 2025 versus USD 232.6 million in 2024, primarily as a result of:

• Gross profit increased by USD 21.7 million due to a USD 110.9 million increase in revenue offset by USD 89.2 million increase in cost of goods sold;

• Please refer to the section Revenue - continuing operations for further details on increase in revenue in 2025.

• The increase in cost of goods sold is primarily due to the relatively higher gas prices as well as ammonia imports following the unplanned / planned outages to mitigate supply risks in 2025;

• Selling, general and administrative expenses decreased by USD 60.2 million to USD 171.7 million in 2025 from USD 231.9 million in 2024 primarily due to the reduction of corporate and transaction costs;

• Other income increased by USD 29.6 million to USD 35.4 million in 2025 from USD 5.8 in 2024 primarily due to higher gain from sale of associates in 2025;

Net finance cost / income- continuing operations

Net finance cost of USD 248.4 million versus net finance income USD 70.0 million, an adverse movement year-on-year of USD 318.4 million, primarily as a result of:

• Net foreign exchange losses of USD 167.2 million in 2025, compared to a gain of USD 113.5 million in 2024, representing an adverse year-on-year movement of USD 280.7 million. The net foreign exchange losses are mainly attributed to the devaluation of the USD relative to the EUR and its impact on the revaluation of the USD cash in OCI N.V., which is an entity with EUR functional currency. In 2025, OCI's policy has been to return capital to investors in USD, and thus the exposure to the USD position was not hedged;

• The modification loss of USD 72.5 million in 2025 which was triggered by the initiation of the repayment process on the 2033 bonds at a premium of 110.75%, equivalent to USD 64.5 million;

• Offset by the decrease in interest expenses by USD 41.7 million to USD 47.6 million in 2025 due to repayment of the OCI N.V. Bridge Loan Facility, the OCI N.V. 2025 bonds and OCI N.V. Revolving Credit Facility;

Adjusted net loss - continuing operations

Total adjusted net loss attributable to owners of the Company was USD 51.2 million in 2025, compared to a loss of USD 166.3 million in 2024, an improvement of USD 115.1 million.

Profit from discontinued operations attributable to shareholders

Profit from discontinued operations attributable to shareholders declined by USD 4,614.9 million to USD 527.4 million in 2025 from USD 5,142.3 million in 2024. The decline was primarily due to the successful divestment of IFCo, Beaumont New Ammonia and Fertiglobe in 2024, and the Methanol business in 2025, therefore a smaller scope of discontinued operations in 2025;

Statement of cash flows

Cash flows from operating activities

• Related to total operations, net cash outflows from operating activities were USD 82.2 million in 2025 compared to inflows of USD 223.4 million in 2024. The change is driven by higher net loss, lower net cash from operating activities in relation to discontinued operations, offset by improvement in changes in other working capital in 2025.

• Net loss for continuing operations was USD 343.7 million in 2025 compared to net loss of USD 165.1 million in 2024, an adverse movement year-on-year of USD 178.6 million;

• Changes in other working capital items (inventories, trade receivables, provisions, and trade payables other than related to the Beaumont New Ammonia project) resulted in a net outflow of USD 37.9 million in 2025 compared to USD 130.5 million in 2024, an improvement of USD 92.6 million;

• Net cash used in operating activities by discontinued operations was USD 4.8 million in 2025, compared to cash inflow of USD 556.1 million in 2024. The decrease in net cash from discontinued operations was due to a decrease in the scope of discontinued operations in the current period after the divestment of IFCo, BNA, Fertiglobe in 2024, and the Methanol business in 2025;

Cash flows from investing activities

• Related to total operations, net cash inflows from investing activities were USD 500.7 million in 2025 compared to USD 7,912.7 million in 2024. The higher cash inflows in 2024 is driven by proceeds from the divestment of IFCo, Beaumont New Ammonia, and Fertiglobe;

• The net cash inflow from investing activities in 2025 is primarily driven by the cash proceeds from sale of the Methanol business of USD 1.29 billion;

• Investing cash flows from continuing operations include the cash outflows to fund the construction of the Beaumont New Ammonia project in 2025 of USD 628.6 million versus USD 155.3 million in 2024 post the completion of the sale;

• Investing cash flows from continuing operations also included capital expenditure of USD 120.2 million in 2025, compared to USD 76.3 million in 2024, and proceeds from sale of associate of USD 44.4 million in 2025;

• Net cash used in investing activities by discontinued operations was USD 84.3 million during in 2025, compared to USD 571.8 million in 2024, a decrease of USD 487.5 million. The decrease is due to the successful divestment of IFCo, Beaumont New Ammonia and Fertiglobe in 2024, and the Methanol business in 2025, therefore a smaller scope of discontinued operations in 2025;

Cash flows from financing activities

• Cash used in financing activities in 2025 totalled USD 2,407.1 million (2024: USD 6,130.6 million), which mainly consisted of distributions paid to owners of the company, repayment of the 2033 bonds, changes in OCIN's inventory financing and net cash used in financing activities in relation to discontinued operations;

• In 2025, distributions paid to owners of the company amounted to of USD 1,698.1 million including withholding taxes (2024: 3,229.1 million);

• Repayments of borrowings totalled USD 776.7 million in 2025, mainly relating to the tender of the 2033 bonds at 110.75% of par. The repayment amount was USD 664.5 million;

• Proceeds from borrowings in 2025 totalled USD 98.2 million, which primarily consisted of changes in OCIN's inventory financing;

• Net cash used in financing activities by discontinued operations was USD 6.5 million in 2025, compared to USD 1,178.5 million in 2024, a decrease of USD 1,172.0 million. The decrease year-over-year is due to the sale of IFCo in 2024, which had its own financing structure.

Net debt as at 31 December

Gross interest-bearing debt - entities not classified as held for sale

• Total gross interest-bearing debt for entities not classified as held for sale decreased by USD 620.1 million, which consisted of the tender of the 2033 bonds, and changes in the outstanding amounts of inventory financing facilities within the Group.

Cash and cash equivalents - entities not classified as held for sale

• Cash and cash equivalents for entities not classified as held for sale decreased by USD 2,035.0 million, mainly due to distributions paid to owners of the Company, the tender of the 2033 bonds, funding of the Beaumont New Ammonia project, offset by the cash inflows from the sale of the Methanol business.

Net debt/cash - entities not classified as held for sale

• Total net debt for entities not classified as held for sale stood at USD 44.1 million as of 31 December 2025, from net cash of USD 1,370.8 million as of 31 December 2024.

Market review

1. Excludes entities that were disposed in 2024.
2. Including OCI's 50% share of Natgasoline volumes

Ammonia

• Northwest Europe ammonia prices increased to an average $612/t in H2 2025, a 6% increase year-over-year compared to the average in H2 2024, and a 20% increase compared to H1-2025, driven by supply issues in Trinidad and the Middle East, and delays to new capacity in the United States.

• Introduction of the European Union's CBAM: CBAM entered its definitive phase on 1 January 2026, creating an even playing field for EU producers, as importers face a similar cost structure to the EU ETS.

Nitrates

• Benchmark urea prices increased by 20% in Q4 2025 compared to Q4 2024, supported by CBAM driving strong demand. CAN and UAN prices increased 14% and 29% year-over-year in H2 2025 to an average of €332/t and €338/t respectively compared to the averages in H2 2024, and were relatively flat compared to H1 2025 (-1% and +4% change respectively).

• The EU saw price support for nitrates due to the European Commissions’ progressive import tariffs on Russian and Belarusian Nitrogen Fertilizers. An investigation into an Import quota on Russian Ammonia and an additional Anti-Dumping Duty on Russian urea are currently also underway, and the EU renewed anti-dumping duties on UAN from the US, Trinidad, and Russia in 2026.

Outlook

• Subsequent to year-end, geopolitical developments in the Middle East have created a volatile and uncertain market backdrop and have led to a significant increase in European natural gas prices, resulting in materially higher production costs for nitrogen producers.

• While fertilizer prices, including nitrates, have also increased, and AdBlue prices are tracking urea, there is typically a timing lag between changes in feedstock costs and realized selling prices. Given the rapidly evolving situation, visibility on the duration of elevated gas prices and the sustainability of higher fertilizer pricing remains limited.

• Notwithstanding these recent events, the European chemical sector overall continues to face structural challenges driven by increased regulatory pressure, sustained high energy costs, and declining competitiveness. These conditions have threatened the viability of higher-cost domestic ammonia production and led to curtailments of European capacity.

• OCI’s nitrogen facility in the Netherlands is a high-quality, strategically critical asset within the European nitrogen supply chain, and well-positioned relative to peers. Steadfast investments in the past years have resulted in a top quartile cost position, and OCIN's increasingly diversified downstream portfolio of premium nitrogen products of nitrates, low-carbon CAN, AdBlue and melamine, together with a preserved flexibility to import ammonia through a dedicated throughput agreement following the sale of the terminal in Rotterdam continue to provide a certain degree of protection against headwinds arising from volatile natural gas and commodity markets.
  
  
  
  
  
  
  

• This is further supported by evolving regulatory measures including the introduction of the EU Carbon Border Adjustment Mechanism (CBAM) in 2026 and renewed anti-dumping duties. Ongoing international policy developments, including potential revisions to CBAM, the EU Emissions Trading System, and international tariffs (MFN, USA), contribute to broader cross-regulatory uncertainty in the fertilizers market and may influence atypical purchasing.

4 Risk Management

Enterprise risk management and internal controls

Our approach to Risk Management

Enterprise risk management (ERM) framework

Risk management is a companywide activity with roles and responsibilities allocated across all levels of the group to secure our in-control position. Our risk management approach is aligned with the Committee of Sponsoring Organizations of the Treadway Commission (COSO) ERM framework. Equipped with updated insights from the market, industry, and geopolitics, we follow a bottom-up and top-down approach to ensure all relevant business risks are identified, managed, and reported in a timely and comprehensive manner.

Each quarter, executive management together with key stakeholders, monitors and assesses the consolidated group risk profile comprising of strategic, operational, financial and compliance risks. The Internal Audit & Risk team assists the Audit Committee, Executive Committee, senior management, and local management by facilitating risk identification and promoting risk awareness and ownership across our organization.

Annually, we assess the effectiveness of our internal risk management and control systems in relation to operational, compliance and reporting risks. Based on this self-assessment, the Internal Audit & Risk Team provides reasonable assurance to the Audit Committee that this risk management approach is well designed and works effectively throughout the year. In the financial year 2025, the results of our assessment were discussed with the Audit Committee, and the assessment did not identify any major failings, changes, or improvements to OCI's internal risk management and control systems.

The Board has the overall responsibility for maintaining a sound and effective risk management and internal control program. The Audit Committee supports the Board in monitoring our risk exposure, including the design and effectiveness of our internal control program. While every OCI employee is responsible for managing risk within his or her own area of activity, the Executive Committee – and particularly the CFO − oversees the Group-wide risk policy and leads the effort in mitigating all types of risks.

Internal control framework (ICF)

The Internal Audit & Risk team is managed at the Group level and works across all operating companies. This ensures our ICF is properly institutionalized and applied, and we are continuously aligned with our independent auditors.

Our ICF is aligned with the Internal Control Integrated Framework of the COSO and the Dutch Corporate Governance Code. It is designed to provide reasonable assurance that the risks we face are properly evaluated and mitigated, and that management is provided with all the information necessary to make informed decisions.

Our Internal Audit & Risk team performs fraud risk assessments across the organization which are built into our ERM, ICF and Internal Audit activities. Our fraud risk assessments include the identification of internal controls that mitigate fraud risks. 

The EU’s Corporate Sustainability Reporting Directive (CSRD) came into effect on 1 January 2024 and management, with the support of the Internal Audit & Risk team, is implementing the internal control framework to incorporate the necessary sustainability controls. The CSRD (which mandates the use of the ESRS) is expected to be transposed into Dutch national law in 2026, and we have chosen to comply voluntarily.

Our key business risks and management’s assessment of potential risk development

Our risk appetite is designed to adapt to changes in our strategic priorities. It is split into four main categories. These categories support our ability to mitigate our risks and protect OCI's ability to create sustainable long-term value.

Strategic risks

Risk	Risk trend	Risk appetite	Description	Risk management approach
POLITICAL, GEOPOLITICAL, AND MACROECONOMIC RISKS		Moderate	Given our global trading footprint and operations in Europe, we remain exposed to emerging political, geopolitical, and socioeconomic instability, which can create an uncertain environment for investment and business activity and may adversely impact our business. In addition, as our products and key inputs are global commodities, we are exposed to the effects of global geopolitical instability on financial and energy markets. Macroeconomic and geopolitical volatility such as the Russian‑Ukrainian war has led to market disruptions. Recently, escalation in the Middle East due to the conflict involving Iran has added to volatility across global equity and debt markets, increased risk premiums in oil and LNG, and led to temporary closures and disruptions at the Strait of Hormuz, a critical maritime chokepoint for global energy flows. Subsequent to the reporting period, this escalation also triggered an immediate and significant increase in European natural gas prices, resulting in materially higher production costs and contributing to elevated energy‑market volatility. These developments heighten uncertainty in global trade flows. In addition, any damage to LNG facilities or upstream gas infrastructure in the region could have more persistent effects on European gas pricing and energy‑supply dynamics. For OCI, prolonged instability may indirectly affect feedstock market volatility, inflation expectations, refinancing conditions, and broader market sentiment.	We actively monitor economic, political, and regulatory developments, and we have maintained positive relationships with governmental bodies in the countries in which we operate. Our legal and compliance teams continuously monitor and review our practices, to ensure full adherence to applicable laws, regulations, and sanctions requirements, including in periods of elevated geopolitical uncertainty. Management maintains contingency plans for various unforeseen events and adverse scenarios to safeguard business continuity. We proactively perform due diligence procedures and continuously assess and monitor our customers, suppliers, service providers and business partners to ensure compliance with sanctions legislation and to mitigate the risk of supply disruptions. Evaluation of credit exposure and credit limits, supply alternatives and back-up solutions forms an integral part of our business‑continuity approach and supports our ability to respond effectively to rapid changes in the external environment.
CLIMATE, ADVERSE WEATHER CONDITIONS, AND NATURAL DISASTERS		Moderate	Climate change and adverse weather conditions can negatively impact agricultural work and fertilizer application seasons, which may affect the demand for some of our products. Climate change also poses a global transition risk which may result in changes to market dynamics, legislation, and technology. Please refer to page for a description of the risks and opportunities presented by climate change. Adverse weather conditions and natural disasters, health epidemics or pandemics, and other extraordinary events could result in loss of life, property damage, production interruptions, price volatility, and supply chain disruptions.	Our products have inherently different industrial dynamics, including different supply/demand drivers, seasonal cycles, customers, competitors, and other factors that may affect prices and demand patterns. This mitigates the risk of the impact of an individual product’s fluctuations and results in a more stable revenue stream. Once the strategic review is complete and a new strategy is established, we will update our climate mitigation targets, where applicable, to align with the revised direction for the remaining business. At our remaining facilities, we are continuing with our decarbonization plans and pursuing our goal of achieving carbon neutrality by 2050. In terms of natural disasters and pandemics, we have comprehensive emergency preparedness systems in place that allow us to quickly react to extraordinary events, and our assets have business interruption insurance policies in place that cover natural disasters. In addition, following the divestment of our US assets—which were located in regions with elevated exposure to natural hazards such as hurricanes and extreme winter weather—the geographical risk profile of our asset base has reduced significantly. Our remaining European assets are predominantly situated in low‑risk weather zones, reducing our exposure to severe climate‑related operational disruptions.

Risk	Risk trend	Risk appetite	Description	Risk management approach
DIVESTMENT OF STRATEGIC ASSETS		Low	As part of the 2024 sale of Fertiglobe and Beaumont New Ammonia, there are certain indemnities and deferred contingent considerations that, if triggered, could reduce the remaining cash proceeds received from these sales. Subsequent to year‑end 2025, OCI has completed the divestment of its previously announced strategic assets, including the formal handover of the Beaumont New Ammonia facility to Woodside and the sale of OCI Ammonia Holding B.V. to AGROFERT. The deferred consideration has been received, and only post‑closing obligations and indemnities remain, as disclosed under Provisions and Discontinued operations and assets & liabilities held for sale. Following these divestments, OCI’s smaller operational footprint increases exposure to market concentration risks, including potential impacts from single‑plant outages and elevated European natural gas prices, which may affect the resilience of the remaining assets.	Residual post‑closing obligations and indemnities related to the completed divestments are being managed by a cross‑organizational group with significant experience in M&A, legal, compliance, and divestiture processes, ensuring these exposures remain contained and are addressed in line with contractual requirements. Market concentration risks are mitigated through active commercial and operational planning, as well as the broader measures outlined under “Changes to conditions affecting our markets and commodities” (page ).
STRATEGIC DECISION-MAKING CONSTRAINTS		Low	OCI is in the final stages of its strategic review, with most divestments completed and multiple strategic pathways available for the remaining business. These options include, among others, a potential sale of the remaining business to Orascom Construction previously announced by the Company. The governance measures introduced by the Enterprise Chamber on 19 January 2026, including the appointment of two interim independent non‑executive directors with specific oversight responsibilities, may extend decision‑making timelines for certain strategic options. Longer regulatory or governance timelines may limit OCI’s ability to respond swiftly to changing market and valuation conditions, reduce flexibility to execute on potential strategic scenarios, and delay access to time‑sensitive investment or partnership opportunities. In addition, certain reserved‑matter provisions under the Purchase and Sale Agreement with Orascom Construction may limit OCI’s ability to take specific decisions independently while the strategic review remains ongoing, potentially further extending decision‑making timelines.	While proceedings before the Enterprise Chamber remain ongoing, the Board of Directors continues to evaluate the strategic options available to OCI. In parallel, OCI maintains active scenario planning across all viable pathways and closely monitors market conditions, valuation parameters, regulatory developments, and legal considerations. By preparing for multiple potential outcomes, OCI preserves strategic optionality and remains ready to advance the most beneficial path.

Operational risks

Risk	Risk trend	Risk appetite	Description	Risk management approach
CHANGES TO CONDITIONS AFFECTING OUR  MARKETS AND COMMODITIES		Moderate	Our products are global commodities whose supply-demand dynamics can be affected by global trends such as population growth (which impacts demand for food), swings in crop and agricultural prices, and global production capacity.  The price volatility of raw materials, particularly natural gas, can impact our profitability and production. The price of natural gas can be impacted by increased demand, global weather patterns, country sanctions and restrictions, and supply deterioration. Recent geopolitical developments in the Middle East have added to volatility in European natural gas and LNG markets, driven by increased risk premiums and uncertainty in global energy supply chains. This volatility was further amplified by a sharp increase in European natural gas prices, which significantly raised production costs for nitrogen producers and contributed to elevated uncertainty in energy markets.	Our product mix is exposed to a variety of cyclical and seasonal patterns which mitigates the impact of fluctuations in individual products and contributes to a more stable revenue stream. We continuously evaluate our price exposure and have hedged our raw material feedstock positions where appropriate, in line with our risk appetite and our assessment of underlying market factors. We have policies in place to respond to competitive dynamics and maintain mutually beneficial relationships with key customers. Our sales, marketing, distribution, and logistics teams work diligently to expand our sales channels, strengthen customer relationships, negotiate favorable contracts and stay closely connected to market developments through targeted commercial engagement. Our manufacturing teams ensure that our plants operate efficiently and reliably to produce high-quality products that meet or exceed international standards. In terms of the availability and cost of natural gas, our key feedstock, we assess hedging opportunities through a mix of long-term contracts and financial derivatives in the Netherlands. Currently, less than 2% of our volume is hedged, reflecting our approved risk‑management strategy and the structural characteristics of our commercial arrangements.
BUSINESS INTERRUPTION AND PRODUCTION		Low	Our production facilities may experience unplanned shutdowns or utilization rate reductions due to equipment failures or safety incidents, which may result in lost volumes, unplanned costs, investigations and potential fines. Examples of our risk exposure include insufficient reliability and maintenance programs, poor management of major turnarounds, and major safety incidents. Recent production outages have highlighted the importance of maintaining robust reliability and maintenance programs to mitigate unexpected disruptions.	We have consistently invested in advanced technologies at our facilities, which maximizes reliability and efficiency. We have made significant investments in our facilities to refurbish, debottleneck, and improve efficiency, reliability, and safety. We have a well-developed preventative maintenance system. This includes scheduled maintenance turnarounds, frequent follow-ups on action items from previous shutdowns including comprehensive training programs for our plant employees. We maintain adequate spare parts positions and winterization procedures (where appropriate) as well as reliability initiatives where required. We perform third-party expert audits on plant reliability and pre-turnaround audits. Our plants have Business Continuity plans to respond to adverse events, and for large and extended shutdowns, our plants have business interruption insurance. Our goal is reliable and safe plant operation. As such, we investigate all major safety incidents and actively implement all key recommendations generally through capital projects, updated processes or procedures, and/or trainings.

Risk	Risk trend	Risk appetite	Description	Risk management approach
BUSINESS CONTINUITY DUE TO HEADCOUNT REDUCTIONS		Low	Our ability to execute our strategic goals depends heavily on our ability to retain competent, experienced and engaged employees. Prolonged organizational uncertainty and extended transition timelines may heighten pressure on key personnel, increasing the risk of turnover in critical roles. This could disrupt continuity in essential operations and place additional strain on remaining staff as they manage higher workloads and ongoing change initiatives.	We have been able to retain knowledgeable and experienced employees thanks to our reputation and effective retention incentives. The success of our company depends on positive employee relationships across diverse backgrounds. We continue to foster a positive and respectful working environment and equal opportunity workplace, through our expanded diversity and inclusion program, code of conduct training, tuition reimbursement and employee engagement. We also provide training for our employees, to raise awareness on these topics. We continue to maintain employee succession plans for key positions across the group to ensure effective knowledge transfer in support of our strategic goals.
CYBERSECURITY AND IT SECURITY & GOVERNANCE		Low	Despite our IT security measures, our information technology and infrastructure may be vulnerable to cyber-attacks or breaches. Any such breach could result in business disruption or compromise our systems and result in downtime or a leak of personal and/or business sensitive data adversely affecting our reputation. We are highly dependent on our ERP to manage our business.  New or emerging cybersecurity risks and segregation of duties exposures, may hinder our ability to achieve all benefits and business synergies from our ERP.	We recognize that cybersecurity threats pose a significant risk to our operations, data integrity, and stakeholder trust. To address these risks, we continuously assess and update our security controls and defense strategies to strengthen our security posture and minimize our vulnerabilities to cyber-attacks. Our policies and procedures govern amongst others, user access and segregation of duties, and compliance with these controls is actively monitored and improved. Our IT team focuses on safeguarding both our IT infrastructure and Operational Technology environments. The team continuously assesses our segregation of duties and user access provisioning to ensure that significant IT issues, risks, or deficiencies have been adequately addressed through mitigating procedures. We complement internal capabilities with external expertise to implement action plans under our comprehensive cybersecurity management system. This includes regular internal and external security assessments, IT audits, and continuous improvement initiatives to maintain acceptable risk levels. In addition, we maintain a group-wide cyber insurance program as part of our broader resilience strategy, ensuring financial protection while continuing to evolve and strengthen our defenses against emerging threats. In line with the EU NIS2 Directive, we have taken compliance preparedness as an opportunity to further enhance this approach—reinforcing governance frameworks, improving incident response capabilities, and ensuring robust protection of critical systems and data across all environments. We also employ artificial intelligence (AI) in a limited and controlled capacity to enhance productivity, support day-to-day activities, and improve the quality and speed of our work. To ensure responsible use of these tools and to effectively mitigate associated risks, we have established a structured, multi-layered approach to data protection, system security, and governance oversight.

Risk	Risk trend	Risk appetite	Description	Risk management approach
ABILITY TO MAINTAIN OUR HEALTH, SAFETY AND ENVIRONMENT (HSE) STANDARDS		Low	Securing safe and healthy working conditions is our highest priority. Our production sites are large industrial plants, and many of our raw materials are classified as substances that are dangerous and health hazardous. Such a working environment contains potential occupational health risks, as well as process and occupational safety risks to employees and contractors working on site.	We minimize exposure to conditions that could negatively affect health, security, and safety. Furthermore, we minimize the probability and consequences of process safety and product safety accidents negatively affecting people, the environment, and our assets. We promote high standards of environmental responsibility by limiting incidents that cause environmental damage. Our OCIN facility maintains ISO Certification. We implement strict HSE training and operating discipline at every plant to minimize HSE risks, and we closely monitor our plants through regular management site visits and HSE audits, in addition to comprehensive knowledge sharing across the group. Our safety and emissions records meet or exceed international standards, underscoring our commitment to providing our employees with a safe, secure, and environmentally conscious workplace. We actively monitor our material sustainability topics by undertaking an annual risk assessment to identify KPIs of strategic importance. These KPIs are tracked closely by senior management and presented in our sustainability statement.
MAJOR COUNTERPARTY SHUTDOWNS		Low	The European chemical sector continues to face structural challenges driven by increased regulatory pressure, sustained high energy costs, and declining competitiveness. These conditions have led several industry participants to reduce production or shut down operations at specific sites. At the Chemelot industrial cluster, the site of OCIN’s operations, this includes the cessation of operations by Fibrant B.V. and the announced closure of activities by service providers such as Cedo. These developments contribute to a contraction of the industrial ecosystem, increasing the risk of counterparty disruption, including reduced availability of critical services, operational interruptions, or financial distress among counterparties. Given the interconnected nature of the Chemelot cluster, disruptions affecting one participant can have cascading effects on others, potentially leading to higher operating costs and reduced operational flexibility. Additionally, credit limits in our securitization program are being reduced, making it more difficult to secure credit insurance and increasing counterparty‑default risk.	We continuously explore alternative customer options for our ammonia volumes, which remains readily sellable in a globally traded commodity market.  In parallel, we closely monitor the financial health of counterparties affected by site shutdowns and when early‑warning indicators signal increased risk we apply additional mitigation measures such as adjusted credit terms or revised commercial arrangements.

Regulatory risks

Risk	Risk trend	Risk appetite	Description	Risk management approach
CHANGES IN REGULATORY CONDITIONS IN THE MARKETS IN WHICH WE OPERATE		Low	Changes in laws, regulations and the related interpretations may alter the environment in which we do business. This includes changes in governance, health and safety, competition and product-related laws and regulations, as well as changes in accounting standards and taxation requirements. This also includes the impact of proposed climate change related regulations at both international and national levels. Key examples: the European Union’s proposed carbon dioxide reduction targets, more stringent regulations in verifying sustainability and greenhouse gas emissions, the carbon border adjustment mechanism (“CBAM”) and the potential EU restrictions on nitrogen fertilizer application. Failure to comply with these laws may result in substantial fines, penalties, or other sanctions such as the obligation to invest in newer equipment, permit revocations or facility shutdowns. Consequently, we may experience delays in obtaining or be unable to obtain, required permits. This may delay or interrupt our operations. In addition, global geopolitics has created uncertainty around tariff implementation in key markets, which may affect product or feedstock pricing (e.g. threat of elevated tariffs by the Trump administration). Our ability to manage regulatory, tax and legal matters and to resolve pending matters within current estimates may impact our results. Currently, the CBAM assesses imports with equivalent carbon costs to create a level playing field for EU companies and to prevent carbon leakage. The EU is considering suspending or removing the CBAM for specific products, specifically fertilizers, which would negatively impact OCI’s business.	We actively monitor regulatory developments to ensure we comply with the laws and regulations of the countries in which we operate, including climate and HSE legislation. Additionally, we provide comments and feedback regarding proposed or draft rules, specifically when draft rules are open for public comments. In 2025, we continued our work with state governments, politicians and authorities in the Netherlands to advance our business objectives. We have continued our participation in the Tailormade Agreement program from the Dutch government, with the intention to accelerate the reduction of industrial CO2 emissions from our Dutch operations and discuss tailored government support on matters such as regulatory hurdles to achieve that acceleration. We continue to closely monitor and maintain flexibility to change trade flows that minimize tariffs and optimize regulatory developments while continuing to comply with regulations.

5 Corporate Governance

Co-Chair's introduction

2025 marked the culmination of the strategic review, which the Board of Directors approved and oversaw over the last three years. As a result of this journey, and with the most recent sale of OAH to AGROFERT, OCI successfully divested the vast majority of its ammonia, nitrogen fertilizers, and methanol assets, contributing to shareholder distributions of approximately USD 7 billion to shareholders over the past four years.

In line with our commitment to exploring all available options to the company, in September 2025, the Board of Directors was presented with the opportunity to establish a global infrastructure and investment platform through a potential sale of its remaining business to Orascom Construction. This transaction was agreed with Orascom Construction on 9 December 2025 and closing was subject to, inter alia, OCI shareholder approval for which an extraordinary meeting of shareholders was scheduled on 22 January 2026.  

The proposed transaction is currently paused, pending further evaluation by the Board, including two newly appointed independent directors as per the Enterprise Chamber of the Amsterdam Court of Appeal’s decision in January 2026.

Notwithstanding the strategic activity, the Board of Directors also continued to focus on effectively running OCI’s operations and supervising key initiatives and projects, including:

1. Ensuring OCIN continues to focus on safe and reliable operations and commercial excellence while streamlining the company structure to effectuate the sale of OAH;

2. The successful completion and delivery of Beaumont New Ammonia to Woodside;

3. Continuing to right-size the company’s corporate cost base while retaining key personnel during the transition;

4. Strengthening of OCI’s capital allocation and debt repayments;

5. Ensuring CSRD compliance.

For the year ended 31 December 2025, the Board reports the following:

1. The Board has reviewed and discussed the audited financial statements and sustainability statement for the year 2025.

2. The Board has discussed with the independent auditor the outcomes of their audit with reasonable assurance of the financial statements in accordance with International Standards on Auditing and limited assurance on the sustainability statement in accordance with International Standards on Assurance Engagements.

3. The Board has received written confirmation of the independent auditor's independence.

4. Based on the review and discussions referred to above, the Board has approved that the audited consolidated and parent company financial statements and sustainability statement be included in this Annual Report.

5. The Board recommends that the General Meeting of Shareholders adopts the 2025 financial statements included in this Annual Report and looks forward to overseeing the activities of OCI in 2026.

Co-Chair

10 April 2026

Board report

Governance framework

Introduction

OCI Global is committed to the principles of good corporate governance and has implemented a robust governance structure. The Board believes that good corporate governance practices align the interests of all stakeholders by having structures in place that ensure the business is managed with integrity and efficiency, which maximizes the Company's profitability and sustainable long-term value creation.

Organizational structure

The Board sets the strategic mandate with operational, financial, and sustainability goals related to management.

The Executive Committee manages the achievement of these goals and the day-to-day operations. In executing the goals, the Executive Committee is supported by (and collaborates with) expert teams, several corporate functions, plus operating companies and their teams. Each operating company is led by a managing director and a finance director who report to the Executive Committee.

Governance structure

OCI Global has designed its corporate governance structure in compliance with its articles of association, by-laws, the requirements of the Dutch civil code, the applicable Dutch corporate governance code (hereafter "the Code"), the applicable securities laws, rules and regulations of the Amsterdam stock exchange and international best practices. All governance and compliance policies and procedures are available on our website under Corporate Governance. Please refer to page for the Sustainability Governance Framework.

The Board of Directors and Executive Committee

OCI Global is managed by a one-tier Board comprised of an Executive Director and Non-Executive Directors. The Board maintains two committees as part of its supervisory role: the Audit Committee (AC) and the Nomination and Remuneration Committee (N&RC). In connection with the strategic review and recent divestments, the Health, Safety and Environment & Sustainability Committee (HSE&SC) has been dissolved in May 2025, and handed its responsibilities to the Executive Committee reporting into the Board.

A special Board Committee (Transaction Committee) was established in May 2025 to prepare the decision making of the Board with regard to a potential sale of the remaining business to Orascom Construction. The Transaction Committee comprises of the following two independent Non-Executive Directors: Mr Van de Kraats and Mr Fraser. In addition, the Board concluded that Mr. Sawiris has a conflict of interest with the Company in relation to the potential sale of the remaining business to Orascom Construction and has tasked Mr. Van de Kraats with the duties and powers that Mr. Sawiris could not perform due to this conflict of interest, or that he should otherwise refrain from performing in view of his conflict of interest. Mr. Van de Kraats has in such capacity been appointed as Chair of the Transaction Committee.

The Board is collectively responsible for OCI’s management and strategy. The Board promotes a culture of openness and accountability within the Board and across the entire organization. The tasks, responsibilities and procedures of the Board are set out in OCI’s by-laws, which are available on our website.

The Board has delegated the operational management of the business to the Executive Committee, apart from certain reserved matters as set out in OCI’s articles of association, by-laws and a Board resolution regarding delegation of authorities and reserved matters.

Further details about the Board can be found in the Board profile section in this Annual Report.

The Board is authorized to represent OCI Global. In addition, the Co-Chair of the Board, the Executive Chair, and the members of the Executive Committee are authorized to solely represent OCI Global.

OCI Global has a Group Delegation of Internal Authority Policy in place in which the authority is delegated to management to internally approve commitments that relate to daily management and operations of the Company and its group entities. It governs which internal approvals are required for which actions leading to an efficient yet controlled process. Checks and balances have been set by implementing three authorizing steps for entering into external commitments; consisting of consultation, internal approval and a dual signing authority of two people who commit in the name of OCI Global group entities.

Executive Committee

The Executive Committee is charged with the day-to-day management of OCI Global. The Executive Committee members report to the Executive Chair and the members are responsible for the continuity of OCI. The EC's mandate is to pursue the strategies set by the Board, to optimize OCI's business, and create a culture that contributes to sustainable long-term value creation for the remaining operations. Each Executive Committee member has an individual responsibility for certain business segments, functional areas, projects and tasks.

The Executive Committee is comprised of the following members:

• Hassan Badrawi, with title Chief Executive Officer, born in 1976, Egyptian/ British

• Beshoy Guirguis, with title Chief Financial Officer, born in 1985, Egyptian/ Canadian

• Maud de Vries, with title Chief Legal and Human Capital officer, born in 1972, Dutch

Non-Executive Directors

The role of the Non-Executive Directors is supervisory in nature. The Non-Executive Directors supervise the general course of affairs at the Company and its business. These responsibilities include safeguarding:

• The interests of all stakeholders.

• That OCI fosters a culture aimed at sustainable long-term value creation for its remaining business.

• The effectiveness of the internal risk management and control systems.

• The establishment and maintenance of internal procedures to ensure that all relevant information is provided to the Board in a timely fashion.

• Stakeholder engagement.

During 2025, the Board was composed of nine Non-Executive Directors: Mr. Michael Bennett, Mr. Sipko Schat (retired 21 May 2025), Mr. Robert Jan van de Kraats, Mr. Gregory Heckman, Ms. Anja Montijn-Groenewoud (retired 21 May 2025), Mr. David Welch, Mr. Dod Fraser, Ms. Heike van de Kerkhof (retired 21 May 2025) and Ms. Nadia Sawiris. Mr. Michael Bennett is the Co-Chair and Senior Independent Non-Executive Director and Mr. Robert Jan van de Kraats is the Vice-Chair and Independent Non-Executive Director. Further details about the Non-Executive Directors can be found in the Board profile section of this Annual Report.

The Co-Chair is primarily responsible for the functioning of the Board and its Committees. Together with the Company Secretary, the Co-Chair sets the agenda for Board meetings and leads an induction program for new Directors tailored to their respective needs, applicable laws and regulations. The Vice-Chair acts as the contact for shareholders and other stakeholders of the Company with respect to concerns which have not been resolved through the normal channels of the Co-Chair, the Executive Chair or the Executive Committee members.

Appointment of Directors

In 2025 the Board evaluated its composition in response to OCI's ongoing strategic transformation and the resized organization and decided to reduce the number of Non-Executive Directors from nine to six.

During the AGM on 21 May 2025, Mr. Sipko Schat, after a tenure of 12 years, Ms. Anja Montijn-Groenewoud, after a tenure of 9 years, and Ms. Heike van de Kerkhof, after a tenure of 5 years, resigned from their respective positions. All other Directors were reappointed for a one-year term. Mr. Michael Bennett was reappointed as Non-Executive Director in accordance with the nomination by the Board for a period of one year beyond the 12-year maximum term set out as best practice in the Code. The reason for his reappointment was his wide range of knowledge and experience in the nitrogen and methanol industries, internationally and specifically in the United States, and his specific knowledge and invaluable experience of the Company's business and operations developed over the term of his tenure. On 22 January 2026, the Enterprise Chamber of the Amsterdam Court of Appeal appointed two non-executive directors to OCI’s board, Mr. J.F. Breek and Mr. C.M. Molhuysen. This brings the total number of Non-Executive Directors to eight.

Board rotation schedule

OCI has implemented a one-year appointment term for both Executive and Non-Executive Directors, and OCI’s rotation schedule as included in the table below aims to avoid, as far as possible, a situation in which Directors retire at the same time.

Board composition and independence

The composition of the Board arms OCI with leadership that is diverse in skills, experience, nationality, age, gender and background, thereby maximizing the Board’s ability to independently and critically act without emphasis on particular interests.

The Board maintains autonomy by ensuring the majority of the Non-Executive Directors, including the Co-Chair of the Board, is independent. Currently the majority – five of the six Non-Executive Directors, which is 83.9% – qualify as independent. Ms. Nadia Sawiris is not considered independent within the meaning of the Code.

The Board’s composition, independence, competencies, and qualifications are detailed in the Board Profile and the Board, Executive Committee and Senior Leaders Diversity & Inclusion Policy that can both be found on our website. The Board Profile is assessed annually, taking into account the required competencies and expertise required for OCI’s mission and strategic priorities, opportunities and threats. Appointments of new Board members are made based on objective selection criteria highlighting the specific skills and experience needed to ensure a balanced Board composition and to match the overall Board profile.

Diversity & inclusion

The Board recognizes diversity and inclusion at all levels throughout the organization and within its Board and considers it important in providing a range of perspectives, approach, insights and challenge needed to support judicious decision-making and achieving meaningful discussions. Inclusion fosters a sense of belonging for all of us, and allows us to seek deeper connections with our colleagues, customers, suppliers, shareholders, local communities, and other stakeholder parties.

The Board of OCI N.V., advised by the Nomination and Remuneration Committee, is accountable for reviewing and updating a Diversity and Inclusion Policy for the Board, Executive Committee and senior leaders. The policy applies to the Board, Executive Committee, and senior leaders of OCI N.V. and its majority-owned subsidiaries, and minority-owned entities, which are invited to adopt the policy voluntarily, and establishes a framework for promoting diversity and inclusion at the most senior levels of OCI, including the Board, Executive Committee, and senior leaders, focusing on diverse skills, experiences, and perspectives, setting diversity ambitions, and fostering an inclusive workplace culture worldwide. It aligns with legal diversity requirements under Dutch law and other applicable regulations. The policy is published on our website and is reported on annually in the corporate governance section of the Annual Report.

The Board, upon recommendation of the Nomination and Remuneration Committee, is responsible for the selection of Directors of the Board, and subsequently, putting forward their (re-)appointment to the General Meeting of Shareholders for approval. During the 2025 AGM, the focus was on keeping the required skills, given the transformational phase of the Company. The Board composition will be reevaluated once there is more clarity on the Company’s future direction. The Executive Committee, upon advice from Global HR, is responsible for the selection and appointment of their direct reports and Site Leads.

As of the General Meeting held on May 21, 2025, the composition of the Board in terms of gender diversity is as follows:

• Non-Executive Directors: 5 Male (83.33%), 1 Female (16.67%)

• Executive Directors: 1 Male (100%); and

• Executive Committee: 2 Male (66.67%), 1 Female (33.3%)

Board involvement

The Board interacts with senior management throughout the entire organization and is kept regularly informed about relevant topics by OCI’s senior leaders and experts during Board and Committee meetings, site visits, and also as part of their ongoing professional education.

Board profile

		Michael Bennett Co-Chair and Senior Independent Non-Executive Director		Nassef Sawiris Executive Chair
Year of birth	1953		1961
Gender	Male		Male
Nationality	American		Egyptian/Belgian
Initial appointment date	January 2013		January 2013
Date of last re-appointment	May 2025		May 2025
End of current term	2026		2026
Ordinary shares owned1	30,500		104,003,478
Board Committee membership and attendance (prorated to membership)23	BoD (4/4) N&RC (3/3)		BoD (4/4)
Career and current external appointments	Michael Bennett has 36 years’ experience in the nitrogen industry and is a past Chairman of both The Fertilizer Institute and the Methanol Institute in the United States. He served as the Chief Executive Officer and a Director of Terra Industries Inc., a producer of nitrogen fertilizer products, from 2001 until its acquisition by CF Industries Holdings in April 2010. He also served as Chairman and President for Terra Industries LP, director of Alliant Energy Corporation, and SandRidge Energy and as Board member at Morningside College in Sioux City, Iowa. Mr. Bennett currently serves on several non-profit Boards.		Mr. Sawiris joined the Orascom Group in 1982, became the Chief Executive Officer (CEO) of OCI’s predecessor, Orascom Construction Industries (OCI S.A.E.) in 1998 and was also appointed Chairman of OCI S.A.E. in 2009 until the formation of OCI and remained CEO until 2020. In his capacity of Executive Chair of OCI Global, Mr. Sawiris provides overall strategic leadership. Mr. Sawiris is the Executive Chair of Aston Villa FC, a supervisory director of Adidas AG, a non-executive director of XRG, a member of the J.P. Morgan International Council, a member of Exor N.V. Partners Council, a member of the Cleveland Clinic’s International Leadership Board Executive Committee since 2011, and in 2013 he became a member of the University of Chicago’s Board of Trustees. Mr. Sawiris has previously served on the Boards of BESIX SA, LafargeHolcim Ltd, Orascom Construction Plc, Fertiglobe plc, Joe & the Juice, the Egyptian Exchange and NASDAQ Dubai. Mr. Sawiris holds a BA in Economics from the University of Chicago, USA.
Expertise and experience	Wide range of knowledge and experience in the nitrogen and methanol industry both internationally and in the United States. Please see the summary of skills and experience on page .		Wide range of international knowledge and experience in the nitrogen and methanol industry, the businesses conducted by OCI Global and corporate finance. Please see the summary of skills and experience on page .

1. As at 31 December 2025
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee and N&RC: Nomination and Remuneration Committee
3. In addition to Board meetings the Board participated in additional Board calls to discuss/approve specific projects

		Robert Jan van de Kraats Vice-Chair and Independent Non-Executive Director		Gregory Heckman Independent Non-Executive Director
Year of birth	1960		1962
Gender	Male		Male
Nationality	Dutch		American
Initial appointment date	June 2014		June 2015
Date of last re-appointment	May 2025		May 2025
End of current term	2026		2026
Ordinary shares owned1	3,725		40,000
Board Committee membership and attendance (prorated to membership)23	BoD (4/4) AC Chair (4/4) N&RC (2/2)		BoD (4/4) N&RC (3/3)
Career and current external appointments	Mr. van de Kraats has over 25 years of experience in (non) executive and financial management, with expertise in risk management. He has held various senior finance and operational positions in the business services, credit insurance and technology sectors. He was CFO and member of the Executive Board of Randstad Holding N.V. from 2001 until 2018 (and its Vice-Chairman since 2006) and Chair of the Board of Directors of TMF-Group until 2023 and Vice Chairman of the Supervisory Board of Schiphol Group until 2024. Mr. Van de Kraats is member of the Supervisory Board of Royal Ahold Delhaize, Director of Randstad Beheer B.V., and Chair of the Supervisory Board of Valcon B.V. and Goldschmeding Foundation.		Mr. Heckman has more than 40 years of experience in the agriculture, energy, and food processing industries. Since 2019, he has been Chief Executive Officer of Bunge Global SA, a leading global agribusiness and food ingredients company. He also serves on the company’s board of directors, a position he has held since October 2018. Before leading Bunge, Mr. Heckman was a Founding Partner of Flatwater Partners and served as the CEO of The Gavilon Group from 2008 to 2015. At Gavilon, he oversaw significant growth in the agriculture and energy sectors, culminating in the sale of the agriculture business to Marubeni Corporation and the energy business to NGL Energy Partners. Prior to that, he held positions as the Chief Operating Officer of ConAgra Foods Commercial Products and President and COO of ConAgra Trade Group. Beyond his executive roles, Mr. Heckman serves as Deputy Chair on the board of the Federal Reserve Bank of St. Louis and the board of FCLT Global. He is also a member of the CEO Council for the NYSE Board Services and actively participates in the Executive Committee of the Chair’s Council for Greater St. Louis, Inc. Mr. Heckman holds a B.S. in agriculture economics and marketing from the University of Illinois at Urbana-Champaign.
Expertise and experience	Experienced finance executive within a multinational business environment. Accounting and auditing. Risk Management. Please see the summary of skills and experience on page .		Wide range of knowledge and experience in the agricultural and energy industries both internationally and in the United States. Please see the summary of skills and experience on page .

1. As at 31 December 2025
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee and N&RC: Nomination and Remuneration Committee
3. In addition to Board meetings the Board participated in additional Board calls to discuss/approve specific projects

		David Welch Independent Non-Executive Director		Dod Fraser Independent Non-Executive Director
Year of birth	1953		1950
Gender	Male		Male
Nationality	American		American
Initial appointment date	May 2019		May 2019
Date of last re-appointment	May 2025		May 2025
End of current term	2026		2026
Ordinary shares owned1	4,131		4,000
Board Committee membership and attendance (prorated to membership)23	BoD (4/4) N&RC (1/1)		BoD (4/4) AC (4/4)
Career and current external appointments	Ambassador Welch served 32 years with the U.S. diplomatic service. When he retired, he was Assistant Secretary of State for Near Eastern Affairs, the senior-most U.S. diplomat for the region. He was Ambassador to Egypt and served in Pakistan, Syria, Jordan, and Saudi Arabia. In 2008, he attained the lifetime rank of Career Ambassador, one of only about 60 diplomats to achieve this designation. From 2009-2019, he was President for International and Government Affairs at Bechtel, responsible for international representation, global security, internal and external communications, and the Washington Office. He was a board member of the Fertiglobe, U.S.-Saudi Business Council, the U.S.-U.A.E. Business Council and the U.S.-Egypt Business Council. Mr. Welch is a member of the Council on Foreign Relations and the American Academy of Diplomacy and serves on several non-profit Boards.		Mr. Fraser brings comprehensive experience in corporate finance, investment banking, and the nitrogen fertilizers and oil and gas industries. Mr. Fraser has held Board positions at OCI GP LLC (the general partner of OCI Beaumont’s previously listed MLP), Smith International, Terra Industries Inc. (now part of CF Industries), Forest Oil Corporation, Subsea 7 S.A. and served as a Non-Executive Chairman of the Board of Rayonier Inc. From 1995 to 2000, Mr. Fraser served as Managing Director and Group Executive, Global Oil and Gas, for Chase Manhattan Bank (now JPMorgan Chase & Co.). From 1978 to 1995, he held various positions of increasing responsibility with Lazard Freres & Co., most recently as General Partner. Mr. Fraser currently serves as a President of consulting firm Sackett Partners since 2000, and he holds a Board positions at Fleet Topco Limited, the private holding company of Argus Media Ltd. Mr. Fraser has also been a trustee of Resources for the Future, a Washington-based environmental policy think-tank.
Expertise and experience	Broad range of knowledge and experience in government and in business, both internationally and in the United States, including Europe, Africa, and the Middle East. Please see the summary of skills and experience on page .		Wide range of knowledge and experience in corporate finance and investment banking both internationally and in the United States. Accounting and auditing. Please see the summary of skills and experience on page .

1. As at 31 December 2025
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee and N&RC: Nomination and Remuneration Committee
3. In addition to Board meetings the Board participated in additional Board calls to discuss/approve specific projects

		Nadia Sawiris Non-Executive Director
Year of birth	1998
Gender	Female
Nationality	American
Initial appointment date	May 2023
Date of last re-appointment	May 2025
End of current term	2026
Ordinary shares owned1	-
Board Committee membership and attendance (prorated to membership)23	BoD (4/4) N&RC (1/1)
Career and current external appointments	Ms. Nadia Sawiris has varied experience in investments and finance across New York, Cairo and London. Ms. Sawiris has experience in commercial real estate investing and most recently held a Business Development and Investor Relations position at Ramp, a leading corporate card company and finance automation platform. Additionally, Ms. Sawiris has experience in the finance sector from venture capital and private equity to investment banking. Ms. Sawiris currently holds the position of Investment Executive at NNS US and she is board member of Joe & The Juice.
Expertise and experience	International investment and financial markets experience. Please see the summary of skills and experience on page .

1. As at 31 December 2025
2. Board and Committees: BoD: Board of Directors, AC: Audit Committee and N&RC: Nomination and Remuneration Committee
3. In addition to Board meetings the Board participated in additional Board calls to discuss/approve specific projects

Board summary of skills and experience

2025 Board and Committee meetings

The following paragraphs summarize how the duties of the Board and the Committees were carried out during 2025, including the focus topics that were reviewed, discussed and advised on.

Board

In early 2023, the Board launched a strategic review that continued until 2025 with the objective of unlocking and pursuing value creation for OCI’s stakeholders. This resulted in the divestments of Iowa Fertilizer Company to Koch Industries, Fertiglobe to ADNOC, and Beaumont New Ammonia to Woodside. In June 2025, we closed the sale of our global methanol business to Methanex Corporation. In November, we reached an agreement to divest OCI’s ammonia distribution and terminal business to AGROFERT, a significant European nitrogen products manufacturer. The transaction closed on 31 March 2026. In late March 2026, the Beaumont New Ammonia facility has successfully completed performance testing and has now been formally handed over to Woodside, including the transfer of the operations team. We continue to position the remaining OCI Nitrogen business for a strategic transaction in 2026. Notwithstanding this strategic activity, the Board remained focused on matters contributing to sustainable medium- and long-term value creation for the remaining operations and continues to be involved in shaping strategy through regular discussions and focus on supervising medium- to long-term strategic initiatives aligned with OCI’s mission while safeguarding the running of OCI’s remaining operations responsibly and effectively, and executing on its existing decarbonization strategies.

The Board is entrusted with the management of the Company. In the exercise of their duties, the Directors are guided by the interests of the Company and the business connected with it. Each Director is responsible for the general course of affairs. The Executive Director, together with the members of the Executive Committee are charged with the daily management and are responsible for the continuity of the Company. The Non-Executive Directors are charged with the supervision of the performance of duties by the Executive Director and the Executive Committee as well as the general course of affairs of the Company and the business connected with it.

Based on the by-laws, the Board is charged with the following duties and responsibilities:

• Develop strategy toward sustainable long-term value creation while taking into account its effects on people and the environment, and weighing the interests of all stakeholders involved;

• Foster a culture aimed at sustainable long-term value creation;

• Take responsibility for the internal audit function, identification and analysis of risks associated with the Company’s strategy, and the consequent implementation, maintenance and monitoring of the internal risk management and control systems;

• Take responsibility for the financial and sustainability reporting.

The Board is composed of seven Directors, of whom one is Executive Director (“Executive Chair”) and six are Non-Executive Directors, as set out in the Board profile section on page of this Annual Report.

The Board shall meet as often as deemed necessary for the proper functioning of the Board and shall meet at least four times a year. Three meetings were held during 2025 and several interim (ad hoc) updates were given, in writing and via calls. The Board also participated in training sessions about CSRD; the Statement on Risk Management (Verklaring Omtrent Risicobeheersing) that aims to increase transparency, accountability, and control in listed companies; regulatory developments and developments and guidelines in the area of executive and Board remuneration and related governance. The Board also visited OCI's corporate office in Amsterdam, The Netherlands. Attendance rates for each Board member can be found in their individual Board profiles, within this Governance section.

The Board specifically focused on the following topics during 2025:

• Strategic review

• Operational excellence and safety

• Medium- and long-term strategy

• Cost optimization initiatives including operational performance and right-sizing of the organisation

• Retention of people

• Closing of sale of the Methanol business

• Sale of OCI Ammonia Holding B.V. to AGROFERT

• A potential sale of the remaining business to Orascom Construction

• Bondholders’ agreement

• Sustainability strategy and performance, and sustainability governance and sustainability growth projects for the ongoing business (including decarbonization and low carbon initiatives)

• HSE culture and performance

• Diversity and inclusion and D&I policy for Board, Executive Committee and Senior Leadership and the rest of the workforce

• Stakeholder engagement

• Composition of the Board and governance structure considering the transition of the Company, including Board Committee Composition, dissolution of the HSE&SC and handing over HSE&SC responsibilities to the Executive Committee reporting to the Board

• Capital allocation, going concern assessment, cashflow assessment and debt capital structure optimization

• Budget and business plan

• Quarterly financial statements, trading updates and Annual Report, sustainability reporting and CSRD compliance

• Corporate Governance structure and compliance with the Dutch Corporate Governance Code

• Dividend strategy and dividend payments

• Internal controls and risk management

• Cybersecurity and IT

• Related party transactions

• Board evaluation

• General meetings of shareholders

Audit Committee

The Audit Committee (AC) is a standing committee of the Board of OCI Global. The Board establishes Terms of Reference for the AC, which describe the role and responsibility of the AC, its composition, and the manner in which it performs its duties. The current Terms of Reference can be found on the OCI website.

The AC's main role is to inform and advise the Board on how it has used its powers, and of major developments in the area of its responsibilities. The AC reports annually on its activities and its dealings with the independent auditor and presents its deliberations and findings to the Board.

The AC is charged with the following responsibilities and duties:

• Assessment of the functioning external auditor, including assessing and evaluating the independent auditor and lead partner;

• Supervision of the internal audit function, including reviewing the internal audit function reports and discussing the internal audit function’s responsibilities, budget and staffing;

• Supervision of financial reporting and publications, including the Annual Report and the Board report, interim financial statements, the earnings press release and the reports of the independent auditor;

• Discuss with the Board the Company's major financial risk exposures and the steps the Board has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies;

• Supervision of compliance with legislation and regulations, including obtaining reports from the Executive Directors, the compliance officer, the Director Internal Audit & Risk and the independent Auditor to the effect that the Company and its subsidiaries comply with the applicable legislation and regulations and the internal rules of the Company;

• Discuss consequences of legislative and regulatory initiatives with the Board and independent auditor;

• Review and discuss financing and finance-related strategies;

• Monitor the sustainability reporting process, including risk management, internal control and internal audit regarding sustainability reporting;

• Monitor sustainability reporting requirements and review of the Company’s disclosures in the Annual Report, as well as any periodic disclosures on sustainability,

as further set out in the Terms of Reference of the Audit Committee.

The AC consists of at least three Non-Executive Directors of whom more than half shall be independent within the meaning of Clause 3 of the Board Profile and at least one member shall have competence in accounting or auditing. Currently the AC is composed of the following four Non-Executive Directors:

• Mr. Robert Jan van de Kraats (Chair, given his competence in accounting and auditing as per section 2(3) of the Audit Committee Decree 2016);

• Mr. Michael Bennett;

• Mr. Dod Fraser.

Other interested Non-Executive Directors may attend AC meetings at their discretion.

The AC shall meet as often, and at least four times a year, as required for a proper functioning of the AC and at least once a year with the independent Auditor without the Executive Directors being present.

The Chair of the AC met with the internal and independent auditor in advance of every AC meeting to ensure that all relevant issues were sufficiently addressed. The head of the internal audit function, the independent Auditor and the CFO attended all AC meetings in 2025. The independent auditor was able to meet with the AC without the presence of management.

Four meetings were held during 2025. Attendance rates for each AC member can be found in their Board profiles in this Governance section.

• Annual Report including the financial statements and non-financial information

• Quarterly financials, earnings press releases and trading updates

• Closing of sale of the Methanol business and the announced sale of OCI Ammonia Holding B.V., including impact on financial statement presentation, funding, and going concern

• Evaluation of Risk Management and Internal Controls including the key risks facing the Group

• IT and IT (cyber) security

• Audit reports

• In-control statement and underlying in-control situation

• Evaluation of, and disclosures regarding Related Party Transactions including the proposed sale of the remaining business to Orascom Construction

• Capital allocation generally, including dividend plan/strategy, capital repayments and impact on future cashflows

• CSRD reporting/compliance

• Finance and internal audit organization

• Refinancing/net debt reduction

• Tax, key developments, tax rates, tax compliance and tax position

• Evaluation Group’s Compliance Framework and effectiveness

• Financial hedging control framework

• Monitoring of material claims and litigation and related impact on the financial statements

• Assessment of the functioning of the independent auditor, its appointment, including scope, risk assessment and materiality

• Internal Audit Plan and Internal Audit findings

• Retention of people

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (N&RC) is a standing committee of the Board of OCI Global. The Non-Executive Directors establish the Terms of Reference for the N&RC, which describe the role and responsibility of the N&RC, its composition, and the manner in which it performs its duties. The current Terms of Reference can be found on the OCI website.

The N&RC informs the Non-Executive Directors about the way it has used its powers and of major developments in the area of its responsibilities and reports its deliberations and findings to the Non-Executive Directors. The N&RC is charged with the following responsibilities and duties:

• Review composition and size of the Board to ensure continued presence of the expertise, diversity and independence required to lead the Company adequately;

• Establish and monitor the rotation and succession planning for the Board and its Committees;

• Assess the functioning of individual Directors and the Board as a whole;

• Monitor succession planning, talent management and development for senior management in OCI;

• Establish and maintain the Company’s Diversity & Inclusion Policy for the Board and Senior Leadership, while overseeing its implementation;

• Review the presence, composition and size of the Executive Committee;

• Establish and monitor the succession planning for the Executive Committee and make recommendations to the Executive Chair with regard to the (re-) appointment of individual Executive members.

• Propose adequate Remuneration Policies for Non-Executive Directors and the Executive Chair to the Board;

• Make recommendations to the Board regarding the individual remuneration package of the Executive Chair and each element therein, in particular peer group assessments, performance measures, and corresponding targets and target levels in the short-term incentives (STI) and long-term incentives (LTI) programs for Executive Directors, and performance realization;

• Provide advice and recommendations to the Executive Chair regarding the individual remuneration package of the Executive Committee members;

• Prepare the Remuneration Report;

• On behalf of the Board, engage with shareholders, investors, investor representative bodies, voting agencies, and other stakeholders on the topic of Board remuneration at the Company in its broadest sense, as further set out in the:

Terms of Reference of the Nomination and Remuneration Committee.

More information on the Remuneration Policies for Non-Executive Directors and the Executive Chair and the 2024 Directors’ remuneration can be found in the Remuneration Report beginning on page .

The N&RC consists of at least three Non-Executive Directors, among which the Senior Independent Director, and of which more than half shall be independent within the meaning of Clause 3 of the Board Profile. Currently the N&RC is composed of five Non-Executive Directors:

• Mr. David Welch (Chair);

• Mr. Michael Bennett (Senior Independent Director);

• Ms. Nadia Sawiris;

• Mr. Gregory Heckman.

Other interested Non-Executive Directors may attend the meeting upon choice.

The Chief Executive Officer, the Chief Legal & Human Capital Officer, the Group Human Capital Director and the Global Head of Reward attend the meetings of the N&RC as invitees on a regular basis. As a principle, Executive Directors are not present when their own remuneration is discussed.

The N&RC shall meet as often, and at least twice a year, as required for a proper functioning of the N&RC. Three meetings were held during 2025. Attendance rates for each N&RC member can be found in their Board profiles in this Governance section.

• Reviewing the Board Committees’ composition and Non-Executive Directors' succession planning;

• Reviewing the Non-Executive Directors’ and Executive Directors’ Remuneration Policies;

• Reviewing Executive Director's base salary and total remuneration;

• Evaluating the Board’s and the Committee’s performance;

• Evaluating the performance results and determining the short-term incentive (annual bonus) and the long-term incentives;

• Target setting for the 2025 short-term incentive (annual bonus) and the 2025 long-term incentive shares;

• Drafting the 2024 Remuneration Report;

• Maintaining an ongoing Board remuneration dialogue with the Company’s major investors and proxy advisors, and ensuring appropriate stakeholder management with regard to Board remuneration in general;

• Overseeing the implementation of, and adequate reporting on, the applicable remuneration and people-related governance regulations;

• Monitoring OCI’s general responsibilities towards its own workforce (excluding the Health & Safety Management System) including the Company’s impacts on value chain workers and related risks and opportunities.

In 2025, the Committee sought advice and benchmark information from external advisers.

Assessment and evaluation of the Board

The Board annually conducts a self-assessment under the responsibility of the Co-Chair, assisted by the Company Secretary.

The first stage of the review involved Lintstock engaging with the Co-Chair and Company Secretary to set the context for the evaluation and to tailor the survey content to the specific circumstances of OCI. All Board members were then invited to complete an online survey addressing the performance of the Board (the Executive Director and the Non-Executive Directors as a collective and the functioning of the individual Board members) and its Committees.
The anonymity of the respondents was ensured throughout the process to promote an open exchange of views.

The exercise was weighted to ensure that core areas of Board and Committee performance were addressed, with a particular focus on the following topics:

• Board support, composition and dynamics and management and focus of meetings:

  • The Board’s composition in the area of size, skills and expertise, geographical coverage and diversity, also in light of the ongoing strategic transformation.

  • The Board’s dynamics, culture in the boardroom, and the Non-Executive Director’s support of management, challenge of management and engagement outside Board meetings.

  • The quality of information, highlighting the key dilemmas and focus topics and support available to the Board.

  • Management of Board meetings and effectiveness of the Board's decision-making.

  • Governance structure, Board Committee structure and Executive Committee role and responsibilities.

• Oversight of strategic review and capital structure:

  • The strategic review, the potential sale of the remaining business to Orascom Construction and recent divestments, focus, oversight, information, communication and decision-making process.

  • The Board’s focus on the external environment, macroeconomic conditions, investor sentiment, competitor strategies and performance and divestments.

• Risk management and internal control:

  • The Board’s oversight of risks; appetite for, assessment exposure to and evaluating plans to mitigate risks.

  • The Board's oversight of OCI's approach to health & safety, global markets/environment and compliance

• Human Capital oversight:

  • OCI’s approach to talent management, also in the context of the future of OCI and human-capital related challenges facing OCI in the transformation phase.

  • The organizational structure of OCI following transformation.

The Board engaged well with the review process, providing several useful insights. The report on the results of the evaluation of the Board and its Committees are discussed in the Board and Committee meetings.

Recent focus has necessarily centered on the proposed combination with Orascom Construction and the Board’s oversight thereof, which has been conducted in a constructive manner. Beyond this, the Board’s ongoing oversight of OCI, its key stakeholders and relevant external developments was considered to be appropriate, in light of the Company’s current circumstances and anticipated trajectory. The Board’s priorities for the coming year will include the successful integration of the Court Appointed Non-Executive Directors, and the disciplined evaluation and pursuit of the most value creating strategic options, with a continued and consistent focus on delivering sustainable value for OCI’s shareholders.

Shareholders’ rights and meetings

OCI’s shareholders exercise their rights through the Annual General Meeting (AGM). The AGM is held no later than six months after the end of OCI’s financial year (which equals a calendar year). The 2025 AGM was held on 21 May 2025.

The AGM has the authority to discuss and decide on (inter alia) the following main items:

• The adoption of the annual accounts;

• The release of the Directors from liability for their respective duties, insofar as the exercise of such duties is reflected in the annual accounts and/or otherwise disclosed to the AGM prior to the adoption of the annual accounts;

• The appointment of the independent auditor;

• The (re)appointment, dismissal and suspension of the Directors;

• Amendments to the Remuneration Policy applicable to the Board;

• An advisory vote regarding the Remuneration Report applicable to the Board;

• The issue of shares and the restriction or exclusion of pre-emptive rights of shareholders (both insofar not delegated to the Board);

• The reduction of share capital; and

• The approval of those decisions of the Board that entail a significant change in the identity or character of OCI or its business.

The agenda for each AGM is published on OCI’s website in advance of the AGM. After the AGM the minutes and specific voting results are made available on OCI’s website as well.

Shareholders representing more than 3% of the issued share capital may submit proposals for the agenda, if substantiated and submitted in writing at least 60 calendar days in advance of the AGM.

Additional general meetings, Extraordinary General Meetings (EGM), may be convened at any time by the Board or by one or more shareholders representing more than 10% of the issued share capital. During 2025, the Board convened one EGM which was held on 3 February 2025.

Votes representing shares can usually be cast at a general meeting either personally or by proxy. No restrictions are imposed on these proxies, which can be granted electronically or in writing to OCI or independent third parties. OCI’s shareholders may cast one vote for each share. All resolutions adopted by the general meeting are passed by an absolute majority of the votes cast, unless Dutch law or OCI’s articles of association prescribe a larger majority.

The following proposals were voted on during the 2025 general meetings:

• The adoption of the Annual Accounts 2024;

• The amendment of the articles of association;

• The discharge of the Executive Directors and Non-Executive Directors from liability;

• The reappointment of Mr. Michael Bennett, Ms. Nadia Sawiris, Mr. Gregory Heckman, Mr. Robert Jan van de Kraats, Mr. Dod Fraser and Mr. David Welch as Non-Executive Director and the reappointment of Mr. Nassef Sawiris as Executive Director;

• To advise on the 2024 Remuneration Report;

• The extension of the designation of the Board as the authorised body to issue shares in the share capital of OCI, to restrict or exclude pre-emptive rights upon the issuance of shares and to repurchase shares in the share capital of OCI;

• The cancellation of shares in the share capital of the Company held or repurchased by the Company;

• The appointment PwC as auditor charged with the auditing of the Annual Accounts for the financial year 2025; and

• Twice two proposals to amend of the articles of association of the Company (the Articles of Association) to first increase, and subsequently decrease, the nominal value of the shares in the Company's share capital, to facilitate a capital repayment, once subject to continued progress on the execution of the announced transactions and the strategic review, and once subject to closing of the sale of 100% of the Company's equity interests in its Global Methanol Business.

Independent auditor

OCI’s independent auditor is appointed by the AGM. The Audit Committee evaluates the functioning of the independent auditor during the year and recommends to the Board the independent auditor to be proposed for (re)appointment by the AGM. At the 2025 AGM, PricewaterhouseCoopers Accountants N.V. (PwC) was appointed as independent auditor for OCI for the year 2025. In anticipation of, and subject to (i) the transposition of the CSRD into Dutch law, and (ii) applicability of such law to the Company during the financial year 2025, PwC was also appointed as auditor charged with the assurance of the Sustainability Reporting for the financial year 2025.

The independent auditor attends all Audit Committee meetings. During these meetings, the independent auditor discusses the scope and the financial statements, including the consolidated and company financial statements and related notes, as well as the scope and outcomes of the limited assurance engagement on the selected non-financial indicators, as included in the sustainability statement, to provide limited assurance.

The independent auditor receives the financial information per quarter and can comment on and respond to such information, which is also included in OCI’s quarterly condensed financial statements.

The independent auditor is also present at the AGM and may be questioned on its statement of the fairness of the financial statements it audited, including the consolidated financial statements and the Company financial statements and related notes, as well as on the scope and outcome of the limited assurance engagement on the selected non-financial indicators included in the sustainability statement.

Audit Committee (delegated) pre approval is required for any auditor service. The Audit Committee evaluates the independence at the start of the audit and throughout the audit period.

Internal auditor

The Internal Audit & Risk team reports to the Audit Committee and the CFO, supporting them by facilitating the identification of risks and fostering a culture of risk awareness and ownership throughout the organization. The department provides quarterly updates to the Audit Committee, covering the outcomes of internal audits, risk assessments from operating companies, and group consolidated risk dashboards. Additionally, it conducts periodic independent internal audits to address specific issues at both subsidiary and holding company levels. The Executive Committee holds responsibility for defining the organization’s risk appetite and collaborates with functional leaders and (local) management to identify, analyze, and mitigate strategic, operational, compliance, and reporting risks, including those related to sustainability.

The performance of the Internal Audit & Risk department in fulfilling its responsibilities is assessed in consultation with the Audit Committee, with input from the CFO. The department is also subject to an independent comprehensive assessment every five years as required by the Institute of Internal Auditors (third party, Kwaliteitstoetsingen IIA Nederland). For more detailed information on risk management, please refer to the risk management section on pages to .

Decree Article 10 EU Takeover Directive

OCI confirms that it has no anti-takeover instruments, i.e.: measures that are primarily intended to block future hostile public offers for its shares. Although the members of the Sawiris family have not entered into any formal shareholders agreement, they have historically coordinated their voting on the OCI shares and should therefore be regarded as parties acting in concert (personen die in onderling overleg handelen) as defined in section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). Their collective voting rights act as an implicit anti-takeover element.

Compliance with the Code

OCI complies with the applicable principles and best practice provisions of the Dutch corporate governance code as in effect for the financial year 2025. Reference is made to the Corporate Governance section of our website for an overview of OCI’s governance related documents.

Potential conflicts of interest

Potential or actual conflicts of interest are governed by OCI’s articles of association and by-laws whose regulations are in line with the relevant principles of the Dutch corporate governance code and Dutch law. A Director shall immediately report any conflict of interest or potential conflict of interest that is of material significance to the other Directors and may not take part in any discussion or decision-making that involves a subject or transaction in relation to which he/she has a potential conflict of interest with OCI.

On 9 December 2025 OCI Global announced that it entered into an agreement to pursue a potential sale of the remaining business to Orascom Construction. At the time a potential sale of the remaining business to Orascom Construction emerged as the potentially most attractive strategic option for OCI Global, the Board carefully considered how to safeguard disinterested and independent decision-making by the Board. The Board considered that Mr. Sawiris held approximately 42% of the OCI Global shares and that the Sawiris family (including through NNS Holding (Cyprus) Limited) held a majority of the OCI shares. Furthermore, the Board considered that Mr. Sawiris held approximately 42% of the Orascom Construction shares and that the Sawiris family (including through NNS Holding (Cyprus) Limited) held a majority of the Orascom Construction shares. The Board also considered the familial ties between Mr. Sawiris and Ms. Sawiris. Both Mr. Sawiris and Ms. Sawiris declared a conflict of interest in relation to the potential sale of the remaining business. In view of the importance of the potential sale and the fact that Mr. Sawiris was OCI's sole executive director, the Board considered it appropriate to task Mr. Van de Kraats, with the duties and powers that Mr. Sawiris could not perform due to his conflict of interest, or that he should otherwise refrain from performing in view of his conflict of interest.

The Board furthermore tasked the non-executive directors, other than Mr. Van de Kraats and Ms. Sawiris, with the duties and powers that Ms. Sawiris could not or should not perform due to her conflict of interest as well as with the duties and powers of Mr. Van de Kraats in his capacity of non-executive director where it regarded the potential sale of the remaining business to Orascom Construction. The Board furthermore established a special committee with Mr. Fraser and Mr. Van de Kraats as members. The purpose of this committee was to facilitate close cooperation between Mr. Van de Kraats, in carrying out his special duties and powers in the context of the potential sale, and Mr. Fraser, who would be more closely involved discharging his duties as non-executive director. This transaction committee prepared the Board's decision-making regarding the potential sale of the remaining business to Orascom Construction.

In early January 2026, the Dutch association for retail shareholders (the “VEB”) and a number of other shareholders petitioned the Enterprise Chamber of the Amsterdam Court of Appeals (the “Court”) for an inquiry into the course of events and to take measures to prevent the transaction from being carried out in the short term. The Court has issued a preliminary ruling temporarily prohibiting a shareholder vote on the transaction and appointing two independent non‑executive directors to OCI’s board. These directors have the specific task of evaluating this transaction and as such, any form of the transaction may only be submitted for approval of the general meeting with their consent.

Related party transactions

OCI has a Related Party Transactions Policy in place, providing adequate protection for the interests of OCI and its stakeholders which has been prepared with due observance of the requirements of Dutch law, the Dutch corporate governance code, OCI’s articles of association and by-laws.

The overview of related party transactions in 2025 is disclosed in the Financial Statements in note 31.

2025 Directors' Remuneration

2025 Remuneration Report

This 2025 Remuneration Report provides an account of the implementation and execution of OCI’s remuneration policies for the Executive Director and the Non-Executive Directors during 2025. It consists of four sections:

1. The account from the Nomination and Remuneration Committee (N&RC), including the letter of the Chair of the Committee, which details the work of the Committee in 2025. This includes our stakeholder engagement and specific remuneration decisions made by the N&RC in response to the company performance and events in 2025, and looks forward to 2026 and beyond.

2. The 2025 Executive Director's remuneration package which provides the entitlements and costs of the various components of remuneration the Executive Director earned for his work and performance delivered in relation to the FY 2025. This section describes the execution of each of his remuneration elements in 2025, including the detail on pay-for-performance.

3. The 2025 Non-Executive Directors' remuneration packages, providing the entitlements and costs of the various components of remuneration the Non-Executive Directors earned for their work delivered in relation to FY 2025. This section describes the execution of each of their remuneration elements in 2025.

4. The five-year comparison, showing the statutory comparison between the company performance, Directors' remuneration, and average employee remuneration in the period 2021 - 2025.

This Remuneration Report is prepared in accordance with the Dutch statutory remuneration governance and legal requirements; the draft, non-binding, guidelines of the European Commission for Directors' remuneration disclosure have also been taken into account.

This 2025 Remuneration Report will be put forward for approval to our shareholders (advisory vote) at the 2026 Annual General Meeting.

All amounts in this Remuneration Report are in US dollars, unless stated otherwise. Details regarding the remuneration of our key management personnel can be found in note 32 of the Consolidated Financial Statements.

Account from the Nomination and Remuneration Committee

Statement of voting at the General Meeting of Shareholders

The table below shows the voting result on the resolution related to Directors' remuneration put forward to OCI's General Meeting of Shareholders held on 21 May, 2025 in comparison with the voting result achieved OCI's General Meeting of Shareholders held on 29 May, 2024.

Letter from the Chair of the Nomination and Remuneration Committee

On behalf of the Board, I am pleased to present our 2025 Remuneration Report. This Report sets out in detail how our Directors' remuneration policies and principles were implemented and executed in 2025, and provides detail on the 2025 Directors' remuneration entitlements and costs.

During 2025, OCI continued to achieve significant milestones in its strategic transformation. In 2025, the Board also decided to further transform the company's governance structure to match the resized organization and prepare for the new strategic direction in 2026 and beyond. The number of Non-Executive Directors on the Board was reduced from nine to six NEDs. Also, the number of Committees was reduced from three to two, with the work of the now abolished HSE&S Committee integrated into the work and remit of the Audit Committee. As a result, the composition of the Nomination & Remuneration Committee changed, with Sipko Schat, Anja Montijn-Groenewoud, and Robert Jan van der Kraats stepping down as Chair and Members respectively. They are sincerely thanked for their valuable contributions over the years. At the same time, the Committee welcomed Nadia Sawiris as a new Member. And I had the privilege to join the Committee and succeed Sipko Schat as Chair.

The purpose of our Directors' remuneration is to incentivize and reward our Directors' efforts towards sustainable long-term value creation for all our stakeholders. As part of the Board review, the N&RC conducted its annual review of the Non-Executive and the Executive Directors’ remuneration policies, and, in particular, the impact of the company's ongoing transformation on these policies. During this review, the Board concluded that the current design of the Executive and Non-Executive Directors' remuneration policies remain sufficiently fit-for-purpose pending the strategic transformation for 2026. In the course of 2026, these policies will be reviewed again, and, in line with the Dutch legal and governance requirements, put forward to the General Meeting of Shareholders in 2027 for approval, whether amended or not. The Board is committed to involving investors, shareholders and other stakeholders in this review process before making any amendments to our Board remuneration policies.

During 2025, we maintained our dialogue with our major investors and their representative bodies, and the proxy advisors. The feedback we received on our 2024 Remuneration Report and the voting result at the AGM in 2025 was very much appreciated. Also in 2026, the N&RC remains dedicated to ensuring the remuneration provided to the Executive Chair and the Non-Executive Directors continues to be aligned with the company's future developments and shareholders' interests.

This Remuneration Report will be subject to an advisory vote at our 2026 General Meeting of Shareholders.

On behalf of the Nomination and Remuneration Committee,

Chair, Nomination and Remuneration Committee

31 March, 2026

Board and Committee composition in 2025

Until 21 May, 2025, the Board was composed of the following nine Non-Executive Directors: Michael Bennett, Sipko Schat, Dod Fraser, Gregory Heckman, Heike van de Kerkhof, Robert Jan van de Kraats, Anja Montijn-Groenewoud, Nadia Sawiris, and David Welch. In response to OCI's ongoing strategic transformation and the resized organization, Sipko Schat, Heike van de Kerkhof, and Anja Montijn-Groenewoud stepped down as Non-Executive Directors from the Board on 21 May 2025, at the end of their term. For the remaining part of 2025, the Board was composed of the following six Non-Executive Directors: Michael Bennett, Robert Jan van de Kraats, Gregory Heckman, David Welch, Dod Fraser, and Nadia Sawiris. Michael Bennett is the Co-Chair and Senior Independent Non-Executive Director, and Robert Jan van de Kraats is the Vice-Chair and Independent Non-Executive Director.

During 2025, the N&RC was composed of the following Non-Executive Directors:

• Sipko Schat (Chair until 21 May, 2025)

• David Welch (new Member and Chair as of 21 May, 2025)

• Michael Bennett (Senior Independent Director)

• Gregory Heckman

• Robert Jan van de Kraats (Member until 21 May, 2025)

• Anja Montijn-Groenewoud (Member until 21 May, 2025)

• Nadia Sawiris (new Member as of 21 May, 2025)

A Special Board Committee (the “Transaction Committee”, or the “TC”) was established in May 2025 to – among other things – prepare the decision making of the Board with regard to the final phase of the strategic review (the "Final Phase"). Furthermore, the Chair of the TC was tasked with the duties and powers that Mr. Sawiris cannot perform due to this conflict of interest in relation to the Final Phase pursuant to section 2:126 (6) Dutch Civil Code, or that he should otherwise refrain from performing in view of his conflict of interest pursuant to section 2:8 Dutch Civil Code. Mr. Van de Kraats has in such capacity been appointed as Chair of the TC, and Mr Fraser as member of the TC.

Further details about the Executive Directors and the Non-Executive Directors, the N&RC, and the TC can be found in the Board profile section of this Annual Report.

Looking back on 2025

This section provides an overview of the main business achievements of OCI in 2025, the company's environment during the year, and how the 2025 remuneration provided to our Directors aligns with these events and the (long-term) performance of the company. The Board’s 2025 remuneration decisions, made upon the advice of the N&RC, reflect these events.

Company performance

Our key 2025 financial results (total) are as follows:

• Following the divestments, revenues decreased from USD 4,083.8 million in 2024 to USD 1,604.8 million in 2025, a decrease of 60.7% year-on-year.

• Adjusted EBITDA was down from USD 825.8 million in 2024 to USD 121.6 million in 2025, a decrease of 85.2% year-on-year.

• 2025 Adjusted net loss increased from a loss of USD (11.8) million in 2024 to a loss of USD (33.5) million in 2025, an increase of 183.9% year-on-year.

• A net debt position of USD 53.8 million was realized at 31 December, 2025, after capital repayments to shareholders of USD 1,698.1 million (including the Dutch statutory withholding taxes at source) during the calendar year 2025 (in 2024, this was a net cash position of USD 1,372.0 million at 31 December 2024, and capital repayments to shareholders of USD 1,923.1 million and dividend distributions to shareholders of USD 1,387.6 million, i.e. USD 3,310.7 million in total, during the calendar year 2024).

Reference is made to the section Financial performance in this Annual Report for more detail.

In March 2023, the Board launched a multi-faceted strategic review, with the objective of closing the discount to OCI’s intrinsic value and unlocking value for its shareholders. During 2025, OCI continued to achieve significant milestones in its strategic transformation. Following its sale in August 2024, we divested 100% of our equity interest in our OCI Methanol businesses in Europe and the US to Methanex Corporation in June 2025. As part of the sale of our Clean Ammonia project in Beaumont, Texas, to Woodside Energy Group Ltd in September 2024, it was agreed that OCI would continue to manage the construction, commissioning and startup of the facility. This resulted in the first production in December 2025. In late March 2026, we achieved Project Completion, at which time the facility was formally handed over to Woodside Energy shortly thereafter. In November 2025, we sold 100% of our equity interests in OCI Ammonia Holding B.V. to AGROFERT, a.s. This sale encompassed OCI’s ammonia import and storage terminal in Rotterdam (OCI Terminal Europoort B.V.), and OCI’s ammonia distribution platform, serving third party off-site European customers (OCI Ammonia Distribution B.V.). This transaction closed on 31 March 2026. Reference is made to note 22 Discontinued operations and assets & liabilities held for sale in the Financial Statements of this Annual Report for more financial details on these sales and closings.

Despite commodity volatility, lower utilization rates and a dynamic regulatory environment, our European nitrogen business delivered resilient operational performance, and our European Nitrogen platform delivered improved profitability. During 2025, the Executive Chair (together with the Executive Committee members) also completed the execution of various cost optimization initiatives, which had commenced in 2023, across the Group’s functions and locations.

2025 Short-term incentive

Our Executive Chair is rewarded in alignment with his position as major shareholder. Therefore, in 2025, like in previous years, the Executive Chair waived his eligibility for the Executive Directors' short-term incentive.

Long-term incentives in 2025

During 2025, as part of the strategic transformation process, the Board decided to terminate all share-based incentive plans for Executive Directors and employees. As part of the wrap-up of these plans, the Executive Chair, the CEO and the CLHCO waived their eligibility for the vesting of their outstanding, unvested 2023 and 2024 ED PSU awards and One-Off Share Awards issued to them in earlier years. Also, no new 2025 ED PSU award was made to the Executive Chair. No replacing compensation was offered.

Stakeholder engagement

In our remuneration decisions, we seek alignment with shareholder expectations to ensure their support. During 2025, we continued our dialogue with our major investors and their representative bodies, and the proxy advisors on our 2024 remuneration report disclosures. We only received neutral and positive feedback which was very much appreciated.

Looking forward

Our strategic direction for 2026 and beyond will drive the N&RC's remuneration decisions and execution of our Board remuneration policies in 2026, as well as the design of OCI's Directors' remuneration policies for 2027 and beyond.

We are looking forward to our continued engagement with our key shareholders and proxy advisors throughout the coming year. The N&RC welcomes any open conversation, questions, and feedback.

2025 Executive Directors' Remuneration

This section of the Remuneration Report explains how the Executive Directors' remuneration policy approved by the Annual Meeting of Shareholders in 2023 was applied in 2025.

Introduction

OCI Global is a value-driven business which aims to evolve industries while creating maximum value for our shareholders and other stakeholders. Our business strategy requires us to be agile and quick to respond to market opportunities and our recent strategic transformation is a reflection of this.

Our current 2023 - 2026 OCI Executive Directors' remuneration policy was adopted in May 2023, and provides a mix of remuneration instruments with a focus on short-term and long-term variable compensation for our Executive Director. The incentives are designed to focus on the strategic priorities, objectives and targets that are fundamental to the Group’s successes. Health and safety, commitments to earnings, operational excellence, IT business optimization, global commercial strategies, sustainable solutions, decarbonization, and diversity and inclusion support the alignment with the long-term interests of our shareholders.

2025 Executive Directors' annual base salaries

The 2025 annual base salary provided to our Executive Chair is set out in the table below. At the beginning of 2025, the Executive Chair requested the Board to refrain from any salary increase in 2025.

Peer Group

The N&RC regularly assesses the effectiveness of OCI's Executive Directors' remuneration policy. To ensure the competitiveness of the Executive Directors' remuneration, the remuneration levels, components and mix are benchmarked regularly against the remuneration data from a peer group of international companies. The current peer group is set out in the table below.

Short term incentive

Our Executive Chair is rewarded in alignment with his position as major shareholder. Therefore, in 2025, like in previous years, the Executive Chair waived his eligibility for the Executive Directors' short-term incentive.

Overview of the 2025 Executive Director's remuneration

The 2025 total remuneration package and pay mix for our Executive Chair comprised of fixed remuneration only, that is guaranteed rewards in cash. The table on the next page provides an overview of the remuneration provided to the Executive Chair in the financial year 2025 and the comparative financial year 2024 (including the remuneration provided to the former Executive Directors in relation to the financial year 2024).

The table shows the entitlements and the costs for OCI N.V. stand alone of these entitlements. Entitlements are defined as:

• Payments in cash related to the financial year at hand which are typically paid out to Executive Directors in cash in the financial year at hand, i.e. the annual base salary.

• Payments in cash related to the financial year at hand which are typically paid out to Executive Directors in cash in the year following the financial year at hand; these are:

  • the remuneration entitlements from undertakings belonging to the OCI group of companies, and

  • the short-term variable incentive in cash (annual bonus) which relates to the performance year which is also the financial year at hand.

• The monetary equivalent value of the long-term variable incentive awards in share units made in earlier years, and of which the performance period generally ends on 31 December of the financial year at hand, and which will vest in shares to Executive Directors in the year following the financial year at hand.

2025 Executive Directors' remuneration entitlements and costs for OCI N.V. stand alone

1. Entitlement figures shown in this table are shown in US dollars, which forms the starting point for any remuneration amount provided to (former) Executive Directors. As a result, the IFRS costs for the 2024 and 2025 fixed remuneration in cash and the 2024 short-term incentive in cash shown in this table are the same as the entitlements. Note that in 2025, a part of this cash remuneration was paid in Arab Emirates dollars and British pounds to Nassef Sawiris. In 2024, the larger part of this cash remuneration was paid in British pounds to Nassef Sawiris, Hassan Badrawi, and Ahmed El-Hoshy, and all of the remuneration provided in cash was paid in euros to Maud de Vries. Also, to account for the company's wage tax withholding obligations, the relevant portions of their remuneration were taxed in local currency in the Netherlands, and, for Nassef Sawiris, Hassan Badrawi, and Ahmed El-Hoshy, also in the United Kingdom. As of 1 January, 2024, a fixed Fx rate has been applied consistently during the year for the conversion of (a part of) their annual base salaries into Arab Emirates dollars, British pounds and euros respectively. As differences may occur between the original USD dollar amounts and the local currency amounts converted back to US dollars, these differences are recognized as costs, yet not considered material.
2. The figures shown in the columns do not include the statutory and mandatory employer contributions to social security insurances and medical benefit schemes paid in relation to the remuneration provided (for Nassef Sawiris: USD 360,027 in 2025 (USD 620,168 in 2024); Hassan Badrawi: USD 1,024,783 in 2024; Maud de Vries: USD 5,631 in 2024; Ahmed El-Hoshy: USD 1,462,858 in 2024.
3. The remuneration from Group Undertakings refers to the remuneration the (former) Executive Directors received from Fertiglobe until the closing of the sale of OCI's equity holding in Fertiglobe to ADNOC on 15 October 2024. The Fertiglobe's General Meeting of Shareholders decides upon their Board and Committee fees after the end of the financial year to which they relate. Fertiglobe paid the Board and Committee fees to be paid to OCI Directors to OCI. OCI paid (a part of) the Fertiglobe fees received from Fertiglobe to the (former) Executive Directors, and retained the balance, if any. Ahmed El-Hoshy also received part of these Fertiglobe Board fees in the form of a Fertiglobe CEO salary, which represented 25% of his OCI annual base salary in 2024. The Fertiglobe 2024 Board and Committee fees and the Fertiglobe CEO salary were time prorated until 15 October, 2024, and paid in the year to the Directors. The 2024 costs figures in relation to this Fertiglobe remuneration paid to Executive Directors in this table reflect the accrued balance on 31 December 2024 between the Fertiglobe remuneration it paid out to the Executive Directors in 2024 and the payments of these fees which OCI N.V. stand alone were to receive from Fertiglobe in 2025. In this table, these figures have not been restated for the actual fees received from Fertiglobe after the Fertiglobe AGM in 2025, as the difference is not considered material. Note that in the 2024 Consolidated Financial Statements of the company, the fees received by OCI N.V. from Fertiglobe stand alone were eliminated as a result of the consolidation of the Fertiglobe Annual Accounts in the OCI N.V. Annual Accounts up to the disposal date of Fertiglobe. On a consolidated group level, the 2024 costs figures were therefore different than shown here in this table.
4. Annual bonus figures shown in these columns refer to the entitlements accrued in relation to the performance year which is also the financial year at hand, and the associated costs for OCI N.V. stand alone. They are paid out to Executive Directors in the following year, typically in March or April. Note that the Executive Chair, being the majority shareholder, has waived his annual bonus entitlements so far.
5. The long-term incentive entitlements and costs figures shown here refer to the entitlements Executive Directors accrued in relation to conditional awards in performance stock units made under the OCI N.V. Executive Directors' long-term incentive programs during a three-year period of which the financial year at hand is the third and final year. Upon vesting, which is subject to the achievement of the applicable performance condition, these performance stock units will be converted into OCI shares applying a 1:1 ratio. The entitlement figures shown here also include the value of the dividend equivalents that were awarded conditionally during the vesting period, and which vest to them on the same performance basis. The costs figures shown here reflect the recognized IFRS costs accrued by OCI N.V. stand alone during the financial years 2024 and 2025 for the unvested OCI stock units awarded conditionally to individual Executive Board members under the company's long-term share plans. These figures may also include a correction for the costs of the long-term incentive that vested in the financial year at hand, if there was a remaining balance between the costs accrued in previous financial years and the actual costs at vesting.
6. No long-term incentives vested to Executive Directors in 2025 as a result of the Board abolishing all share plans, and, subsequently, the Executive Chair, the CEO and the CLHCO waiving their eligibility to the vesting of their outstanding unvested Executive Directors' long-term incentive share awards; these awards were forfeited upon waiving. Also, the Executive Chair waived his eligibility for receiving a 2025 PSU award under the OCI N.V. 2019 Executive Directors' Performance Stock Unit Plan. As a result, the 2025 LTI entitlements shown in this table are zero. In line with the applicable IFRS accounting rules, the remaining costs of the forfeited awards were accelerated. Note that the 2025 LTI costs figures for the Executive Chair shown in this table are reflective of the IFRS accelerations, for which an amount of USD 1,436,903 is included in his total 2025 LTI costs. The 2025 LTI costs for Hassan Badrawi and Maud de Vries shown in this table solely relate to the acceleration of the costs as a result of this forfeiture.
7. The 2024 long-term incentive refers to the (performance) shares awarded conditionally to Executive Directors in 2022, 2023 and 2024, and any dividend equivalents (in shares or cash) awarded conditionally during the vesting period as follows: (i)The 2024 entitlement figure for the Executive Chair shown here is based on the actual number of shares from the underlying conditional award as well as the related dividend equivalent awards in cash that vested to him on 14 March 2025 based on the overall performance result achieved, and the OCI share price on 31 December 2024. Note that the 2024 entitlement figures shown here differed from the actual value of the OCI shares delivered to him on the vesting date, i.e. 14 March, 2025, because the share price and the Fx rate euro/ British pound to US dollar on these dates differed; the latter entitlement figures is shown in the table 'Long-term variable compensation movements in 2025' in this Remuneration Report. (ii) The 2024 entitlement figures for Hassan Badrawi, Maud de Vries and Ahmed El-Hoshy shown here are based on the number of performance shares awarded conditionally to them in 2022 and 2024 and the accrued and dividend equivalent awards in shares which were prorated for their time served as a Director until 1 June 2024 after which they vested on the same date. These vestings were reflective of the overall actual performance result achieved for the 2022 performance shares, and an at-target result for the 2024 performance shares. Their entitlements stemming from these vestings as shown here are established using the OCI share price and the Fx rate euro to USD dollar on 1 June 2024. (iii) The 2024 entitlement figure for Ahmed El-Hoshy shown here also includes the the cash amounts he received in lieu of (a) his One-Off Share award made to him in 2022 and the related, accrued dividend equivalent awards in shares, and (b) the performance shares awarded conditionally to him in 2023 and the related, accrued dividend equivalent awards in shares which were prorated for the time served as a Director on 1 June 2024 and an at-target vesting result. The cash-in-lieu amounts were established using the OCI share price and the Fx rate euro to US dollar on 15 October 2024.
8. Nassef Sawiris did not receive any annual bonus payout in relation to the financial (performance) years 2024 and 2025. As Executive Chair, he requested the Board to waive his annual bonus entitlement.
9. When Hassan Badrawi and Maud de Vries stepped down as Executive Directors from the Board of OCI NV on 29 May 2024, they did not receive any severance.
10. When Ahmed El-Hoshy stepped down as Executive Director from the Board of OCI NV on 29 May 2024, he did not receive any severance. His departure from the company on 15 October 2024 was governed by UK law per his local employment agreement with OCI (UK) Ltd.

The total costs of the 2025 Executive Directors' remuneration to OCI N.V. stand alone was USD 2,799,965, a 58.9% decrease from USD 6,817,099 in 2024. The main factors impacting the 2025 total costs were (i) the Executive Chair, the CEO and the CLHCO waived their eligibility to the vesting of their outstanding, unvested Executive Directors' long-term incentives, and (ii) no 2025 long-term incentive was awarded to the Executive Chair. During 2025, the Board decided to terminate all share-based incentive plans for Executive Directors and employees. As part of the wrap-up of these plans, the Executive Chair, the CEO and the CLHCO waived their eligibility for any vesting of their 2023 and 2024 ED PSU awards and the 2022 One-Off Share Awards issued to them in earlier years. These awards were forfeited upon waiving. Also, the Executive Chair waived his eligibility for receiving a 2025 PSU award under the OCI N.V. 2019 Executive Directors' Performance Stock Unit Plan. As a result, their 2025 LTI entitlements are zero. In line with the applicable IFRS accounting rules, the remaining costs of the forfeited awards were accelerated upon forfeiture.

Note that the 2024 costs figures shown in this table reflect the costs for OCI N.V. stand alone only, that is, prior to the consolidation of the Fertiglobe annual accounts. They are based on the International Financial Reporting Standards as endorsed by the European Union (IFRS-EU) and are included in the total consolidated Group costs, including Fertiglobe, as shown in 2024 comparative figures in the Consolidated Financial Statements in this Annual Report. For further details on the consolidated costs for the Group, reference is made to note 28 of the Consolidated Financial Statements.

Long-term incentive

The OCI Long-Term Incentive (LTI) program for Executive Directors is a reward in performance stock units (PSUs) for company results achieved over a period of three years. Under the OCI Executive Directors' remuneration policy, the on-target LTI opportunity is 150% of annual base salary for the Executive Chair. The actual vesting result is established based on the achievements against the targets set for the various performance measures, and ranges from 25% of the target awards (if all performance conditions are met at the minimum - threshold - level) to 200% of the target awards (if all performance conditions are met at the maximum level). The maximum LTI opportunity of 200% translates to a maximum vesting opportunity of 300% of annual base salary for the Executive Chair. Upon vesting, all stock units that vest are converted to OCI shares on a 1:1 ratio. After vesting and delivery of these shares, a two-year holding period is applicable per the Dutch remuneration governance regulations. Furthermore, these shares are subject to a general minimum portfolio requirement, under which the Executive Chair is required to hold a minimum number of shares at all times during his Directorship (see page of this Remuneration Report for further detail).

Overview of Executive Directors' long-term variable compensation movements in 2025

The table below shows the movements in the (conditional) LTI entitlements in shares of each (former) Executive Board members during 2025.

1. Awards referring to PSUs consist of performance stock units conditionally granted, whereby the number of stock units vesting to Executive Directors depends on the actual performance achieved against targets. Upon approval from the Annual General Meeting of Shareholders in May 2022, One-off share awards were granted to Executive Directors in 2022 discretionarily as a one-off reward for the exceptional company performance in 2021. They consist of restricted stock units.
2. OCI shares are listed at the Euronext Amsterdam stock exchange, and, hence, the share price is noted in euros. The values shown in this column are the share prices converted to US dollars on the basis of the relevant exchange rates. The share price in euros used for the 2022 ED PSU awards is € 25.34, for the 2022 one-off share awards € 35.06, for the 2023 ED PSU awards € 30.07, and for the 2024 ED PSU awards € 27.09.
3. The figures in this column include the forfeiture of unvested stock units as a result of the proration of the awards of the CEO and CLHCO for the time they served as Director on 1 June 2024.
4. The figures in this column include (i) the performance adjustment to the 2022 ED PSU award of the Executive Chair which vested on 14 March 2025, and (ii) the forfeiture of the outstanding, unvested stock units as a result of the Board deciding to terminate all share plans, and the resulting waiver of the Executive Chair, the CEO and the CLHCO of their outstanding, unvested awards.
5. OCI shares are listed at the Euronext Amsterdam stock exchange, and, hence, the share price is noted in euros. The values shown in this column reflect the share price in euro applicable to the vesting of the respective awards converted to US dollar on the basis of the relevant exchange rate. For the 2022 ED PSU award that vested to the Executive Chair in 2025, the applicable share price at vesting was € 11.49.
6. In the 2024 Annual Report, the # of stock units awarded / forfeited during 2024 and, as a result, the total number of stock units under deferral at 31 December 2024 (gross) had inadvertently been published as (24,937) and 15,228; this should have been (3,716) and 12,045.
7. In the 2024 Annual Report, the # of stock units awarded / forfeited during 2024 and, as a result, the total number of stock units under deferral at 31 December 2024 (gross) had inadvertently been published as (22,313) and 17,852; this should have been (24,937) and 15,228.

Executive Directors' long-term variable compensation: awards made in 2025

The Executive Chair was not eligible for receiving a 2025 PSU award under the OCI N.V. 2019 Executive Directors' Performance Stock Unit Plan. As majority shareholder, he requested the Board to waive his eligibility in light of the Board's decision to terminate all company share plans.

Executive Directors' long-term variable compensation with the performance period ending in 2025

No (conditional) award in performance stock units (PSUs) made under the OCI N.V. 2019 Executive Directors' Performance Stock Unit Plan in 2023 with the performance period ending in 2025 vested to the Executive Director; this award lapsed during 2025; for further detail, see under 'Unvested awards outstanding in 2025' in this Remuneration Report.

Executive Directors' long-term variable compensation in 2025: awards that vested during 2025 or were outstanding in 2025

The performance period of the conditional award made to the Executive Chair in 2022 under the OCI N.V. 2019 Executive Board Performance Stock Unit Plan, ended on 7 February, 2025. The realized overall performance resulted in a vesting at 138% of the target level. For details on this vesting, reference is made to the Remuneration Report in our 2024 Annual Report.

The conditionally awarded performance share units, including the conditionally awarded dividend equivalents, vested on 14 March, 2025 to the Executive Chair (the vesting was delayed as a result of the closed period in relation to the Q4 2024 results publication ending on that date). The performance share units were fully settled in shares on a 1:1 basis in accordance with the rules of the Plan. The (gross) value of these vested performance shares on 31 December, 2024 is shown in the table ‘2025 Executive Board remuneration entitlements and IFRS costs for OCI N.V. stand alone' in this Remuneration Report. The gross monetary value of this vesting on the date of vesting are shown in the table 'Long-term variable compensation movements in 2025' on the previous page.

Note that the conditional awards in performance share units made in 2022 to Hassan Badrawi, Maud de Vries and Ahmed El-Hoshy had already vested (on a prorated basis) on 1 June, 2024 upon their resignation from the Board.

During 2025, the Board decided to terminate all share-based incentive plans for Executive Directors and employees. As part of the wrap-up of these plans, the Executive Chair, the CEO and the CLHCO waived their eligibility for any vesting of their (conditional) 2023 and 2024 ED PSU awards and the 2022 One-Off Share Awards issued to them in earlier years. As a result, these awards lapsed in full. No replacing compensation was offered.

Share Ownership

Subject to the share ownership guidelines for the Executive Directors of the Board, the Executive Chair is required to accrue a minimum portfolio of OCI shares which he needs to hold onto during his Board membership. Both OCI shares acquired through the company's (Executive Directors' and employee) long-term share schemes and purchased as a personal investment by the Executive Director concerned count towards this minimum. Where it concerns OCI shares acquired through the company's (Executive Directors' and employee) long-term share schemes, these are the net shares delivered to them; any unvested awards and any tax shares withheld to meet the tax obligations due do not count towards this minimum.

As of 1 January, 2024, the value of the shares to be held at all times are 200% of base salary for the Executive Chair. As the base chemicals industry is subject to significant economic volatility, as reflected in the OCI share price, the corresponding number of shares to be held at all times is kept stable until reviewed, which will be done on a regular basis. As long as he has not accrued this minimum portfolio, the Executive Chair is restricted from selling any of the OCI shares he owns. As Nassef Sawiris and his family own the majority of the OCI shares, his portfolio of OCI shares exceeds the minimum portfolio requirement by far.

In addition to these share ownership guidelines the Dutch remuneration governance regulations require that a two-year holding period is applied to all shares vesting from the company's Executive Directors' long-term share schemes.

The table below summarizes the shareholdings of the Executive Chair on 31 December 2025 and 31 December 2024 (for comparative purposes). Please note that the Board profile of the Executive Chair states the most recent share ownership per the date of publication of this Annual Report. His Board profile can be found on page in this Annual Report.

Please also note that although that the Executive Chair owns OCI shares that are free from restrictions (i.e. the holding period has already been completed, and these shares are in excess of the minimum portfolio requirement), a further approval for selling such shares must still be obtained from the Board. Also, any sale needs to be in compliance with the OCI Insider Trading Code and other statutory insider trading rules, as well as other relevant statutory laws, rules and regulations, such as the Dutch Market Abuse regulations, applicable at the time.

Malus and Claw back

The short and long-term incentives of the (former) Executive Directors are subject to malus and claw back provisions. These malus and claw back provisions may be applied in the case of the occurrence of certain events, where these are only discovered after the actual performance results and the related amounts to be paid out (in case of the short-term incentive) or the number of OCI shares to vest and be delivered to Executive Directors have already been established by the Board:

1. There is a material misstatement of the financial results which resulted in a payout and/or the vesting of an award being greater than would have been the case if the misstatement had not been made;

2. The extent to which any performance target and/or condition satisfied was based on an error, or on inaccurate or misleading information or assumptions which results in a payout or the vesting of an award being greater than would have been the case had the error not been made;

3. Serious misconduct of the individual;

4. Circumstances arose prior to payout or vesting which would have warranted summary dismissal or dismissal for urgent cause at that time; and

5. Any other circumstances allowed under Article 2: 135(8) of the Dutch Civil Code.

Depending on the timing of these circumstances, a (downward) malus adjustment will be made prior to payout or vesting, i.e. prior to the transfer of ownership of the cash payment or OCI shares. Or, a claw back will be set in motion, if the variable incentive has already been paid out, or the shares have already vested and been delivered to Executive Directors. Upon discovery, the same event may result in a (downward) malus adjustment and/or claw back of more than one short-term and long-term incentive. No malus adjustments or claw backs were applied to the variable remuneration the Executive Directors received in 2025 and prior years.

Other terms and conditions

The Executive Chair was engaged under a Board services agreement with a maximum term of four years ending latest on the date of the Annual General Meeting of Shareholders in the fourth calendar year after their first appointment. In May 2024, the Meeting of Shareholders approved to change the appointment term for all Board members, including the Executive Chair, from a maximum period of four years to one year, subject to re-appointment by the General Meeting of Shareholders. The terms and conditions in his Board services agreement are in alignment with the relevant Dutch Corporate Governance Code provisions. Additionally, the Executive Chair holds an employment agreement with a local company to facilitate local employer and employee wage tax withholding and payment of social security contributions in the countries where he works. His employment agreement contains similar terms and conditions to his service agreement.

Termination of his Board services agreement is subject to a notice period of three months for either party. If the company would terminate the service agreement with the Executive Chair other than due to an urgent cause or serious culpability, the Executive Chair is entitled to a severance payment of an amount equal to 100% of annual base salary, in line with the Dutch Corporate Governance Code. No severance is payable in case the agreement is terminated (early) at the initiative of the Executive Chair.

Neither OCI nor any of its subsidiaries have granted any personal loans or guarantees to the Executive Chair in 2025.

2025 Non-Executive Directors' Remuneration

This section of the Remuneration Report explains how the current Non-Executive Directors' remuneration policy was applied in 2025.

The remuneration of Non-Executive Directors consists of fixed fees for general Board membership as well as for Committee memberships. These fees are paid in cash only. Their remuneration is not subject to company or personal achievements, i.e. Non-Executive Directors are not granted any variable, performance related remuneration, to ensure their independence. Their remuneration is set at levels required to attract qualified Non-Executive Directors with the (diversity in) personal skills competencies and international experience required to oversee the Company’s strategy and contribute to its performance and the long-term value creation.

The table on the next page shows the Board and Committee fees that are in place since the adoption of the 2023 - 2026 Non-Executive Directors' remuneration policy in May 2023.

Non-Executive Directors also receive a fixed travel allowance in cash for continental or intercontinental trips, when attending Board meetings or other Board related events outside their country of residence. This travel allowance is USD 7,500 for intercontinental travel and USD 2,500 for continental travel per trip. In addition, Non-Executive Directors are reimbursed for actual business expenses made.

During 2025, the OCI Non-Executive Directors' remuneration policy was executed in line with the resolutions adopted at the Annual General Meeting on 3 May, 2023. No deviation or derogation was applied. The Chair and the one member of the Transaction Committee ('TC') did not receive any additional Committee fees for their work in the TC.

The table below shows the gross amounts of Board and Committee fees as well other remuneration each Non-Executive Director received in 2025. As these are all fixed payments in cash, these figures represent both the entitlements of the Non-Executive Directors in relation to 2025 and the costs for OCI N.V. stand alone. The cost figures shown in this table are based the International Financial Reporting Standards as endorsed by the European Union (IFRS-EU) and are included in the Consolidated Financial Statements in this Annual Report. The total cost to OCI N.V. stand alone was USD 1,665,208 in 2025, as compared to USD 2,040,000 in 2024. The decrease in costs of 18.4% was mainly caused by the reduction in the number of Non-Executive Directors on the Board during 2025.

Neither OCI nor any of its subsidiaries have granted any personal loans or guarantees to Non-Executive Directors in 2025.

1. The other fees received by Non-Executive Directors in in 2025 and 2024 relate to travel allowances.
2. David Welch is an independent Non-Executive Director. He also held a Board position in Fertiglobe from its listing end 2021 until 15 October 2024. In 2025, he received the 2024 Fertiglobe Board fees to the amount of AED 315,847 from Fertiglobe. In 2024, he received the 2023 Fertiglobe Board fees to the amount of AED 787,689 from Fertiglobe. As an independent Director, he received Board fees directly from Fertiglobe. OCI did not collect these fees, nor did the N&RC and the Board of OCI N.V. oversee these fees. Although Fertiglobe was a Group Undertaking, for this reason, his Fertiglobe fees are not included in the above figures.

Five Year Comparison

In this section, the annual developments in OCI's performance, the remuneration provided to the Board, and the average remuneration of employees of the company, including the CEO pay ratio, over the five most recent financial years, are presented in a comparative manner.

CEO pay ratio

The comparison between the developments in the annual total remuneration of Executive Directors and the average annual remuneration on a full-time equivalent basis of employees of the company other than the Executive Directors is reflected in the developments in the CEO pay ratio.

In line with the current Corporate Governance Code, the CEO pay ratio is established as the ratio between:

1. the total annual remuneration of the highest paid Board member, and

2. the average annual remuneration of the employees of the company and group companies whose financial data is consolidated by the company

whereby:

• the total annual remuneration of the Executive Chair and the total annual remuneration of the employees in the financial year include all the remuneration components (such as fixed remuneration, variable cash remuneration (bonus), share-based part of the remuneration, employer contributions to social security, pension, and other benefits, other allowances, etc.) as included in the consolidated Group annual accounts on an IFRS basis;

• the total annual remuneration of the employees in the financial year is determined by the total annual remuneration of the employees in the financial year as included in the consolidated Group annual accounts on an IFRS basis minus the total annual remuneration of the Executive Chair;

• the average annual remuneration of the employees is determined by dividing the total annual remuneration of the employees in the financial year (as included in the consolidated annual accounts on an IFRS basis) by the average number of FTEs during the financial year; and

• the value of the share-based component of the remuneration is determined at the time of assignment in accordance with the applicable rules under IFRS.

Using this calculation method, the CEO pay ratio is 14.3 in 2025 (25.5 in 2024). This 2025 CEO pay ratio reflects the value of the Executive Chair’s annual total remuneration as a percentage of the value of the annual average total remuneration of OCI employees globally in the respective financial year, the Executive Chair being the highest paid Board member in 2025. The N&RC has reviewed the 2025 CEO pay ratio and its development over time from an internal equity perspective, and considers it sufficiently aligned given the size of OCI, the nature of its staffing model, and the locations and the sector we operate in.

Five-year developments of this ratio are shown in the graph below. The CEO remuneration for 2024 and previous years shown in this graph reflects the remuneration of the CEO as a Board member, the CEO being the highest paid Board member in 2024 and previous years¹.

1. This is the total remuneration for Ahmed El-Hoshy serving as CEO and Board member until 1 June 2024 as included in the consolidated Group annual accounts on an IFRS basis (for the 2024 CEO pay ratio, his remuneration is extrapolated for the entire year 2024, and also includes his Executive Director's remuneration that vested/ was paid in an accelerated manner on 1 June 2024 and 15 October 2024, respectively).

Development of directors’ remuneration, employee remuneration, and company performance

The tables the next two pages set out the change in OCI’s performance, the change in the average remuneration for employees at OCI (excluding the highest paid Director), and the change in remuneration for each (former) individual Director over the past five years.

The Board and the average employee remuneration and the year-on-year changes thereto are shown on an IFRS cost basis (OCI N.V. stand alone). Adjusted EBITDA and (Relative) TSR are considered the two main financial indicators reflecting the company's short-term and sustained long-term financial performance; these two financial metrics are also the main financial performance measures in the Executive Directors' variable compensation programs.

1. Year-on-year TSR developments against the 2013 base line of 100.
2. In 2025, no 3-year relative TSR performance against peers as determined for the Executive Directors' long-term incentive programs was established as no Executive Directors' long-term incentives with a performance period ending in 2025 vested due to their forfeiture.

1. The average employee remuneration figures shown here represent the average employee remuneration compared to the CEO remuneration as used in the CEO pay ratio calculations.
2. In the 2021 and 2022 Annual Reports, the average employee remuneration figures shown in this table were USD 99,927 (2021) and USD 112,265 (2022). These figures represented the average employee remuneration compared to the Other Executive Directors, i.e. the total annual remuneration of the employees in the financial year as included in the consolidated annual accounts on an IFRS basis minus the total annual remuneration of the Other Executive Directors. In this table, all 2021 to 2025 average employee remuneration figures represent the average employee remuneration compared to the CEO up to and including 2025 and compared to the Executive Chair as of 2025, as also included in the calculation of the (Board) CEO pay ratio.
3. In the Remuneration Reports of the 2021 and 2022 Annual Reports (and earlier Annual Reports), the average employee remuneration in this table was referenced as the 'global employee reference group' and the CEO pay ratio as the '(global) internal pay ratio –" in this table.
4. Compared to the disclosure in the 2022 Annual Report, the 2022 CEO pay ratio is restated from 43.2 to 47.2 to reflect an adjustment for other (not remuneration-related) personnel expenses in the average employee remuneration. As a result, the % change in the CEO pay ratio from 2021 to 2022 is restated from -2.9% to +6.0%.
5. The 2024 CEO pay ratio reflects the ratio of the company cost for the annual total compensation for the organization's highest-paid Board member compared to the average annual total compensation for all employees in 2024, the CEO being the highest paid Board member in 2024. This is the total remuneration for Ahmed El-Hoshy serving as CEO and Board member until 1 June 2024 as included in the consolidated Group annual accounts on an IFRS basis and extrapolated for the entire year 2024; this includes his Executive Director's remuneration that vested/ was paid in an accelerated manner on 1 June 2024 and 15 October 2024, respectively.
6. The 2025 CEO pay ratio reflects the ratio of the annual total compensation for the Executive Chair being the highest paid Board member in 2025 compared to the average annual total compensation for all employees in 2025.

1. Ahmed El-Hoshy stepped down as Executive Director from the Board of OCI NV on 29 May 2024. On 15 October, 2024, upon closing of the sale of our equity holding in Fertiglobe to ADNOC, he left the company to join Fertiglobe. The amount shown reflects his 2024 Executive Director's remuneration.

1. David Welch is an independent Non-Executive Director. He also held a Board position in Fertiglobe from its listing end 2021 until 15 October 2024. In 2025, he received the 2024 Fertiglobe Board fees to the amount of AED 315,847 from Fertiglobe. In 2024, he received the 2023 Fertiglobe Board fees to the amount of AED 787,689 from Fertiglobe. As an independent Director, he received Board fees directly from Fertiglobe. OCI did not collect these fees, nor did the N&RC and the Board of OCI N.V. oversee these fees. Although Fertiglobe was a Group Undertaking, for this reason, his Fertiglobe fees are not included in the above figures.
2. Sipko Schat stepped down from the Board on 21 May 2025; the amount shown represents his remuneration for the part of 2025 financial year he was a Director. No other remuneration was paid to him by OCI after his resignation from the Board.
3. Heike van de Kerkhof stepped down from the Board on 21 May 2025; the amount shown represents her remuneration for the part of 2025 financial year she was a Director. No other remuneration was paid to her by OCI after her resignation from the Board.
4. Anja Montijn-Groenewoud stepped down from the Board on 21 May 2025; the amount shown represents her remuneration for the part of 2025 financial year she was a Director. No other remuneration was paid to her by OCI after her resignation from the Board.
5. Jérôme Guiraud stepped down from the Board on 3 May 2023; the amount shown represents his remuneration for the part of 2023 financial year he was a Director. No other remuneration was paid to him by OCI after his resignation from the Board.

Declarations

Introduction

This 2025 Annual Report comprises regulated information within the meaning of sections 1:1 and 5:25c of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

For the consolidated and OCI 2025 financial statements (jaarrekening) within the meaning of section 2:361 of the Dutch Civil Code, reference is made to the financial statements. For the management report (jaarverslag) within the meaning of section 2:391 of the Dutch Civil Code, reference is made to the sections 1 Introduction, 2 About Us, 3 Our Performance, 4 Risk Management, 5 Corporate Governance (paragraphs Board report and Declarations), and 6 Performance Statements (paragraph Sustainability statement). OCI’s directors have signed the 2025 financial statements in line with section 2:101 paragraph 2 of the Dutch Civil Code.

Corporate governance statement

As referred to in article 2a of the Decree laying down additional requirements for Annual Reports (Besluit inhoud bestuursverslag) effective 1 January 2018 (the AR Decree), OCI is required to make a statement on corporate governance.

Information required to be included in the corporate governance statement as described in articles 3, 3a and 3b of the AR Decree can be found in the following sections of this Annual Report:

• Information concerning compliance with the Dutch corporate governance code, as required by article 3 of the AR Decree, can be found in the Compliance with the Code section on page .

• Information concerning OCI’s risk management and control frameworks relating to the financial reporting process, as required by article 3a(a) of the AR Decree, can be found in the Risk Management section beginning on page .

• Information regarding the functioning of the General Meeting of Shareholders, and the authority and rights of OCI’s shareholders, as required by article 3a(b) of the AR Decree, can be found in the Shareholders’ rights and meetings section on page .

• Information regarding the composition and functioning of OCI's Board and its Committees, as required by article 3a(c) of the AR Decree, can be found beginning on page .

• Information regarding the diversity policy and concerning the composition of the Board, as required by article 3a(d) of the AR Decree, can be found in the Board composition and independence and Diversity & Inclusion sections on page .

• Information concerning the requirements of the Decree Article 10 Takeover Directive (Besluit artikel 10 overnamerichtlijn), as required by article 3b of the AR Decree, can be found in the Decree Article 10 Takeover Directive section on page .

• Information concerning the Board and Senior Leaders D&I Policy and the way in which it is implemented as required to be included in the corporate governance statement pursuant to best practice provision 2.1.6 of the Dutch corporate governance code can be found in section Diversity & inclusion of the Board Report on page .

The Dutch corporate governance code was first adopted in 2003 and amended in 2008, 2016, 2022 and 2025. The corporate governance code is available on the Corporate Governance Monitoring Committee website (http://www.mccg.nl).

In control statement

The Board is responsible for the design, implementation and operation of the internal risk management and control systems. In discharging this responsibility, the Board has assessed the design and effectiveness of OCI’s internal control and risk management systems which includes an assessment of our business conduct in relation to the treatment of the environment, people, and our policies and procedures to address bribery and corruption.

In performing its assessment of the risk management and control systems for the financial year 2025, the Board applied the COSO criteria to the design and operation of OCI’s internal risk management and control systems across strategic, operational, compliance and reporting risks. The assessment was informed by quarterly risk reviews, entity‑level Controls Self‑Assessments, Internal Audit testing under the IIA Standards, and management certifications. During the reporting year 2025, no significant deficiencies were identified in the internal risk management and control systems that would prevent their effective functioning. Where control gaps were noted, remediation actions have been initiated and are being monitored by management and the Audit Committee.

The Board recognizes the inherent limitations of internal risk management and control systems. Whilst OCI continuously works towards improving its processes and procedures, these systems cannot provide absolute certainty that all risks have been identified or are effectively mitigated. The level of certainty that can be provided is influenced by, among other things, inherent limitations to risk management, business considerations such as the company's risk appetite, the complexity of the company's operations, and the dynamic nature of the business environment.

Certain risks remain outside the company's direct control, as they depend on third parties or external circumstances beyond the organization's influence.

The principal risks the company faces, the company's risk management framework and the company's risk appetite are described in the Risk Management section of this management report.

Based on the aforementioned assessment and in accordance with the Dutch Governance Code, the Board states to the best of its knowledge and belief that:

• The 2025 Board Report provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems;

• The internal risk management and control systems provide reasonable assurance that the 2025 financial statements do not contain any errors of material importance;

• The internal risk management and control systems provide limited assurance that the 2025 sustainability reporting in the sustainability statement does not contain material inaccuracies.

• The Board is not aware that the risk management and internal control systems, at the balance sheet date, do not provide sufficient comfort that the material operation and compliance risks identified in the Risk Management section of the Annual Report are effectively managed considering the company's risk appetite taking into account the complexity of the enterprise, the inherent limitations of these systems and the related disclosures in the Board report.

• Based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and

• The 2025 Annual Report states the material strategic, operational, compliance, and reporting risks and the uncertainties to the extent they are relevant to the expectations of OCI’s continuity for the period of 12 months after the preparation of the 2025 Annual Report.

The above statements do not imply that our systems and procedures provide absolute assurance as to the realization of our operational, strategic, financial, and compliance business objectives, nor that they can prevent all misstatements, inaccuracies, errors, fraud and non-compliances with legislation, rules and regulations.

Directors’ statement pursuant to article 5:25c of the Dutch Financial Supervision Act

In accordance with Article 5:25c of the Dutch Financial Supervision Act (Wet op het financieel toezicht), the Directors declare that to the best of their knowledge:

• The 2025 financial statements (jaarrekening) provide a true and fair view of the assets, liabilities, financial position and results of OCI and its subsidiaries included in the consolidated statements.

• The Board Report (bestuursverslag) provides a true and fair view of the situation as at 31 December 2025, and of OCI's and its Group companies state of affairs for the financial year 2025, as well as the principal risks and uncertainties OCI faces.

• The sustainability statement included in the Board Report has been drawn up in accordance with the sustainability reporting standards referred to in Article 29b ter of the Accounting Directive and with the specifications established pursuant to Article 8(4) of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 of the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088.

The two non‑executive directors appointed in January 2026, pursuant to the ruling of the Enterprise Chamber of the Amsterdam Court of Appeals, have not co‑signed this Annual Report and the accompanying audited financial statements. Pursuant to their special mandate, they wish to adopt as neutral and independent a position as possible vis-à-vis the parties involved in the inquiry proceedings. They regard the signing of the 2025 financial statements as an act that is incompatible with that position. This decision should not be interpreted as expressing any disagreement in respect of the content of the Annual Report or the audited financial statements.

The court‑appointed directors have confirmed that they have been kept informed throughout the preparation process, had full access to all relevant information, and were afforded opportunity to review and discuss the Annual Report and the audited financial statements prior to publication. Their decision not to co-sign does not affect the validity, completeness, or timely publication of the Annual Report.

The following directors acknowledge their confirmations made above: 

Mr. J.F. Breek
Mr. C.M. Molhuysen

Amsterdam, the Netherlands, 10 April 2026

The Board

David Welch
Dod Fraser
Gregory Heckman
Michael Bennett
Nadia Sawiris
Nassef Sawiris
Robert Jan van de Kraats

6 Performance Statements

Financial statements

Consolidated financial statements

Consolidated statement of financial position

The notes on pages to are an integral part of these consolidated financial statements.

Consolidated statement of profit or loss and other comprehensive income

The notes on pages to are an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

1. Share capital movements relate to the increase and subsequent decrease in the nominal value of the ordinary shares, to facilitate capital repayments.

The notes on pages to are an integral part of these consolidated financial statements.

Consolidated statement of cash flows

1. Cash paid to fund the Clean Ammonia project has been re-presented from operating to investing activities in 2024 to align with the presentation in 2025.

For non-cash movements in loans and borrowings and lease obligations, reference is made to notes 18 and 19, respectively.

The notes on pages to are an integral part of these consolidated financial statements.

Notes to the consolidated financial statements