Earnings call transcript: OCI NV reports Q2 2025 loss amid rising costs

OCI NV reported a net loss for Q2 2025, driven by increased costs and operational challenges. The company’s earnings per share (EPS) stood at -$1.57, and revenue from continuing operations reached $567 million. Following the earnings announcement, the stock experienced a decline of 6.93% in pre-market trading. According to InvestingPro data, the company has demonstrated strong revenue growth of 25.48% over the last twelve months, with total revenue reaching $55.3 billion.

Key Takeaways

• OCI NV reported a net loss of $331 million for Q2 2025.
• Revenue from continuing operations was $567 million.
• Stock price fell by 6.93% in pre-market trading.
• European nitrogen segment EBITDA decreased significantly.
• Rising European natural gas prices impacted profitability.

Company Performance

OCI NV faced a challenging quarter with a net loss of $331 million, largely due to a significant rise in European natural gas prices and maintenance costs for ammonia and nitrate plants. Despite these hurdles, the company completed the sale of its methanol business, retaining a 13% stake in Methanex. OCI also continued its strategic review of its European nitrogen assets, aiming to optimize operational efficiency.

Financial Highlights

• Revenue: $567 million (H1 2025)
• Adjusted EBITDA: $1 million
• European nitrogen segment EBITDA: $21 million (down from $48 million YoY)
• Net loss attributable to shareholders: $331 million

Earnings vs. Forecast

OCI NV’s EPS of -$1.57 missed expectations, reflecting the impact of increased costs and operational disruptions. The revenue figure, while substantial, did not fully offset these challenges. The company’s performance this quarter contrasts with previous periods, where profitability was more robust.

Market Reaction

Following the earnings announcement, OCI NV’s stock declined by 6.93% in pre-market trading. The stock’s movement reflects investor concerns over the company’s financial performance and rising costs. While OCI NV’s current trading price is near its 52-week low, InvestingPro analysis suggests the stock is currently undervalued, with technical indicators showing oversold conditions. Despite recent challenges, the stock has delivered an impressive 83.18% return over the past year.

Outlook & Guidance

Looking ahead, OCI NV is focusing on completing the Beaumont New Ammonia project, with first production expected in late 2025. The company is also exploring a potential merger with Orascom Construction and continues its strategic review of European nitrogen assets. OCI aims to achieve normalized mid-cycle EBITDA of $130-150 million for its European nitrogen segment. Notably, InvestingPro analysts forecast the company will return to profitability this year, with detailed analysis available in the comprehensive Pro Research Report, which provides deep-dive analysis of OCI’s business model, competitive position, and growth prospects.

Executive Commentary

"We have remained true to our ethos of being strategically agile and swift in decision making," stated Hassan Budhrawi, CEO of OCI NV. He emphasized the company’s strategic review process, highlighting the $7 billion distributed since 2022, with $5 billion linked to strategic initiatives.

Risks and Challenges

• Rising natural gas prices in Europe continue to pressure margins.
• Maintenance and operational disruptions at ammonia and nitrate plants.
• Potential market volatility due to geopolitical factors affecting energy prices.
• Strategic review outcomes may impact future financial performance.
• Regulatory challenges, such as the European Commission’s antidumping proceedings against Russian urea imports.

Q&A

During the earnings call, analysts inquired about the potential separate sale of OCI’s European nitrogen business’s production and distribution components. The company clarified that fiscal reserves are depleted and emphasized ongoing evaluations of merger structures and potential shareholder distributions.

Full transcript - OCI NV (OCI) Q2 2025:

Nadia, Call Coordinator, OCI Global: Hello, everyone, and welcome to the OCI Global H1 twenty twenty five Results Call. My name is Nadia, and I’ll be coordinating the call today. I will now hand over to your host, Sarah Rajani, Vice President, Investor Relations and Communications, to begin.

Sarah Rajani, Vice President, Investor Relations and Communications, OCI Global: Hi. Thank you. Good afternoon, and good morning to our audience in The Americas. Thank you for attending the OCI Global First Half twenty twenty five Conference Call. With me today are Hatham Budhrawi, our Chief Executive Officer and Bashoy Gogiz, our Chief Financial Officer.

On this call, we will provide an overview of OCI’s twenty twenty five first half financial results as well as an update on our business and strategic developments, including the previously announced contemplated combination between OCI and Orasgon Construction. We will end the call with Q and A. The press release, investor presentation and financial statements are available on our website at oceoglobal.com. We’ll be referring to slides in the investor presentation during this call. I would like to remind you that any forward looking statements made on this call involve risks and that the actual results could differ materially from these statements.

With that, let

Hassan Budhrawi, Chief Executive Officer, OCI Global: me hand over to Hassan. Thank you, Sarah, and thank you all for joining us today. Allow me to begin with our usual comments on safety. This is covered on Slide three, where you can see that our twelve month rolling recordable incident rate has finished in June at point three one per 200,000. Throughout the transitional period, OCI has continued to prioritize the safety and well-being of all of our employees, employees, and wider team across all of our sites.

Before providing further remarks on the state of our business and the strategic developments, our CFO, Vishore Gilgits, will walk you through some of the key financial highlights for the relevant period. Vishore?

Vishoy Gogiz, Chief Financial Officer, OCI Global: Thank you, Hassan, and welcome to everyone. Starting with Slide five. Given the material progress of our strategic review, including the successful completion of the sale of our methanol business in June, our results here are presented on a continuing operation basis, which comprises of our European nitrogen segment and our corporate entities. In the 2025, we generated revenue from continuing operations of $567,000,000 adjusted EBITDA of $1,000,000 of which European nitrogen represented $21,000,000 offset by costs incurred within our corporate entities of 20,000,000 Continuing operations reported a net loss attributable to shareholders of $331,000,000 in the first half of the year. The net loss reflects noncash foreign exchange losses, a $98,000,000 cost overrun at Beaumont New Ammonia, which is Woodside’s new name for OCI clean ammonia, and debt modification adjustments linked to the early repayment of the 2,033 bonds at a premium.

With regards to the performance of our European nitrogen business, adjusted EBITDA of $21,000,000 in the 2025 compares to $48,000,000 in the same period last year. Despite higher revenues, the profitability of this segment during the first half of this year was impacted by a 3038% year on year increase in European natural gas prices and planned and unplanned maintenance of our ammonia and nitrate plants. Going forward at a macro level, we continue to see a supportive environment for the European nitrogen business with expected TTF natural gas reversion to historical norms and the strengthening regulatory framework that will structurally improve European industrial competitiveness in the medium term. OCI’s European ammonia production facilities remained well positioned to capitalize upon any industry rationalization on account of the first quartile cost position and some of the best conversion rates in the global industry. Adding to the positive market backdrop, the European Commission today published its decision to initiate an antidumping proceeding concerning imports of urea originating in Russia.

It will take several months before we see the implementation of preliminary measures, but this is an impactful development for the industry. Finally, with our corporate entities, we continue to make progress in rightsizing our cost base to better serve the continuing business platform. Turning to Slide six. This slide shows the evolution of our net cash position from $1,370,000,000 at the 2024 to $1,030,000,000 at the June 2025. Regarding the key drivers, the first half of this year saw several material cash movements.

This included the receipt of $1,300,000,000 in proceeds related to the successful closing of the sale of OCI methanol and the payment of $1,000,000,000 distribution to our shareholders in May 2025. In advance of the OCI methanol closing, we also saw a $141,000,000 cash outflow related to methanol operations, which includes the settlement of gas hedges and funding for intercompany balances. Project spend for the Beaumont new ammonia project totaled $336,000,000 in the first half of the year, bringing total spend to $1,290,000,000 as of the June. OCI now expects the total investment cost through project completion to be approximately $1,650,000,000 including contingencies, which represents a net increase of $98,000,000 from our previous budget. This reflects a revised schedule and several factors that have impacted construction activities, including material adverse weather events experienced at the site and in the region.

First, ammonia is expected towards the end of this year, which was hand over to Woodside during the first quarter of next year. During the first half of the year, gross debt increased by $73,000,000 reflecting the accrual of repayment costs of the 2,033 bond redemption, which occurred in August 2025 based on the support agreement with bondholders. The remaining balance at $87,000,000 cash flow represents operating cash flow of the continuing businesses as well as other miscellaneous cash flows. I will now hand back to Hassan.

Hassan Budhrawi, Chief Executive Officer, OCI Global: Thank you, Vishoy. Turning to Slide eight, recapping our progress so far in the strategic review, we note the following. On 06/27/2025, OCI successfully completed the sale of OCI methanol to Methanex in a transaction valued at $1,600,000,000 on a cash free, debt free basis, comprising of $1,300,000,000 in cash and the issuance of 9,900,000.0 Methanex shares. Accordingly, OCI today retains an approximately 13% stake in the company, positioning us as the second largest shareholder. Following the completion of the methanol transaction, we subsequently redeemed the last remaining outstanding 2,033 notes on the 08/07/2025, effectively completing the repayment of all debts, as Bischoy mentioned.

Turning to Beaumont New Ammonia. Construction for the project is now largely complete, and the project is in its pre commissioning and commissioning stages. The construction team is in the process of handing over systems to our manufacturing team with some key recent milestones already achieved, including the introduction of natural gas into the plants, the lighting of the flare and the start of steam blows. First, ammonia production is expected later this year, and the project handover to Woodside is now anticipated in early twenty twenty six, as mentioned by Vishoy. In Slide nine, you will see the latest imagery of the facility, which shows the significant progress made to date, and we extend our thanks to our project team led by Bouchois, who are on track to deliver the first of its kind project in The United States.

Lastly, we have continued to progress our strategic review for the remaining European nitrogen distribution and production assets and expect to share an update by year end, including the potential sale of these assets. We cannot share any further information beyond this update, but consistent with past communication cadence, we will continue to provide updates in a timely manner when appropriate. Turning to Slide 10. And taking stock of our capital allocations year to date, we recap that we have distributed $1,000,000,000 to shareholders in May via a tax efficient capital repayment, which was followed by another $700,000,000 in September through a combination of capital repayment and cash distribution. Part of the $700,000,000 was paid as a cash dividend as we now have effectively depleted the fiscal reserve that was available for capital repayments, which was structured as part of our arrival in The Netherlands in 2013.

Since we resumed dividend payments in 2022, following a period of high growth focus as we build to this natural gas based platform, we have reached total distributions to shareholders of approximately US7 billion dollars of which US5 billion dollars can be directly attributable to the most recent strategic review. Additionally, total debt repayments amounted to approximately $2,400,000,000 following the redemption of the bonds in August and resulting in nice cash position today. Since the June, we have spent approximately $1,600,000,000 including distributions, clean ammonia CapEx, debt repayments, specifically the bonds, and other continuing business costs. Now virtually all strategic review proceeds and cash have either been distributed to shareholders, used to pay down debt or will be used to cover imminent liabilities. On June 27, the company announced the distribution of up to $1,000,000,000 of extraordinary distributions, subject to various conditions, including strategic review progress, progress on clean ammonia, as well as other contingent variables and board approval.

With $700,000,000 already distributed in September, any further consideration is subject to the aforementioned conditions, in addition to the Board evaluation of the merger consideration as currently contemplated, including capital allocations, funding for the new platform. Moving to Slide 13. With respect to Monday’s initial announcement of the contemplated combination with the Roscoe construction, I would like to preface a few points. Firstly, please note that the companies are still in early stages of due diligence of reciprocal due diligence and discussions to agree on both the optimal deal structure and transaction economics. The currently contemplated transaction will ultimately be subject to the Board’s and subsequently shareholder approval from both companies.

To ensure independence of decision making and conflict of interest management and the appropriate safeguarding of minority shareholder interests, independent directors of OCI will provide sole oversight over the process, thereby excluding any conflicted directors. Additionally, the independent directors have mandated their own financial and legal advisors to evaluate the potential transaction, including the provision of fairness opinions. For this purpose, the independent directors have appointed Rothschild as financial adviser and the Brown Blackstone Westbrook as legal counsel. Finally, whilst the currently contemplated transaction remains in the early stages of discussion and review, the company has chosen to share this preliminary announcement with the support of the Board to limit selective disclosure and to adhere to high standards of transparency. Following the announcement on Monday, we are providing here some key highlights on the contemplated combination and its rationale.

The proposed combination would merge would look to merge Orafco Construction’s infrastructure capabilities across the globe with OCI’s institutional investment experience. This potential union would enable investment in large scale infrastructure, leveraging the combined financial strength and consolidated resources. We currently believe that at this time, this contemplated transaction offers the optimal pathway to create value for shareholders while leveraging our strengths and track records. We note historically that the periods of highest growth and value generation have been when these two platforms were unified, generating a combined $22,000,000,000 in monetary returns. In terms of the contemplated structure, OCI and Orozco Construction are exploring a structure whereby or or by OC or Orozco Construction would be the acquiring ADGM Incorporated and ADX primary listed entity, which is the Abu Dhabi Stock Exchange.

And subject to the ongoing negotiations on the structure of this potential combination, OCI shareholders would receive new Oroskom construction shares at a ratio to be determined after completion of reciprocal due diligence and relative valuation exercise. We would expect OCI to be subsequently liquidated and delisted from Euronext Amsterdam in such an event, and all to be conducted within the appropriate framework of applicable laws and agreed governance protocols. Finally, in response to several questions regarding whether the currently contemplated structure legally requires a cash component, The answer is no. However, the currently contemplated structure remains under evaluation by the board and our advisers. In closing, I wish to extend my thanks to the OCI team for their hard work and dedication, especially those last couple of years, during which we have differentiated ourselves through the successful execution of complex transactions with multiple strategic counterparts in multiple jurisdictions, securing robust valuations and having returned significant returns to our shareholders in the most tax efficient manner.

We have remained true to our ethos of being strategically agile and swift in decision making, reacting to market conditions and bolstering our multi decade track record of building complex business platforms with successful exits. We also appreciate the support of our various stakeholders on this journey, which really started more than seventy years ago since the inception of the company, twenty six years as a listed company, and since 2013 as a Dutch listed platform on the Euronext Amsterdam. And with that, we conclude our prepared remarks, and we’d like to open the floor for questions. Thank you.

Nadia, Call Coordinator, OCI Global: Thank session. Our first question goes to Christian Faitz of Kepler Cheuvreux. Christian, please go ahead.

Christian Faitz, Analyst, Kepler Cheuvreux: Yes. Thanks for taking my question. First of all, I just wanted to clarify in terms of summing up the cash of OCI and the costs, what kind of cash inflows can we still expect in the OCI account? And also, can you remind us of the current run rate corporate costs in your present structure? I know it used to be 30,000,000 to $40,000,000 Is that still the case?

Or has that changed with the further asset sales? And also, can you give us some idea of the timing of the proposed transaction of merging OCI into Oroskom construction?

Hassan Budhrawi, Chief Executive Officer, OCI Global: Yes. Yes. Thanks for the thanks for your questions. In terms of the in terms of what remains of future cash flows, it’s a combination of components. We continue to own the OCIN European nitrogen production and terminal business, which provides operating cash flows.

There are some strategic review deferred files, which include the clean ammonia receivable or Beaumont ammonia receivable that is would become due following completion and handover of the project, which we anticipate to be in the in the early twenty twenty six. In addition to that, there are some contingents contingent files which may or may not result in further cash generation or that are captured in our financial statements that that relate to various indemnifications that are part of the existing or SPAs that were signed for past transactions. In addition to some minor adjustments, post closing adjustments that we continue to negotiate as well, in addition to that, you would have to also look at the continuing holdco costs and which takes me to your second question. I think the number in terms of future holdco cost run rate, I think, is going to evolve subject to how we redefine the business. But at the current time, I would say it’s that number has been reduced to a run rate of circa 20 to $25,000,000.

Christian Faitz, Analyst, Kepler Cheuvreux: Okay. Thanks very much. And and the timing the timing of the proposed transaction?

Hassan Budhrawi, Chief Executive Officer, OCI Global: In terms of the timing, we’re still in early stages of discussion and onboarding advisers conducting reciprocal due diligence. I believe we will be able to provide better visibility on that during our next call, which we maybe say later this year. But at this time, we don’t have an exact timeline that we can share.

Christian Faitz, Analyst, Kepler Cheuvreux: Okay. Thanks. Thanks very much.

Nadia, Call Coordinator, OCI Global: The next question goes to Stin Demeester of ING. Stin, please go ahead.

Stin Demeester, Analyst, ING: Yes. Good afternoon. Thanks for taking my question. The first one is on the potential sale of nitrogen Europe. You mentioned ongoing discussions.

How should we reconcile this with the merger? Will you pursue with the merger even in case when you find a buyer for nitrogen Europe? Or would the merger then become obsolete? That’s my first question.

Hassan Budhrawi, Chief Executive Officer, OCI Global: Yeah. It’s hard to answer that question at this time because there these two situations still require a lot of work. As we said in regard to European platform, this is still an ongoing strategic review, which may or may not result in an outcome by year end. We are starting to put a little bit of a time frame on it, but, again, that’s dependent on the progress of the the existing discussions. And given that we are still also in early stages of the contemplated transaction that’s yet to be evaluated by the independent board and the advisers and negotiations need to be completed, It’s difficult to give you an exact answer on the interplay.

I think stepping back, it’s going to be a more of a large of a a more comprehensive discussion about capital allocation by the company going forward, which as I mentioned during the prepared remarks, is contingent on a multitude of variables, including now in addition to the previously listed variables, which impacts how much cash is available in the company and timing, that we now add another consideration of the merger itself and the capital associated with that merger in order for it to make sense, should it be, the path that we that the board approves to pursue, in order to, create, provide seed capital for this potential new platform. So there’s a lot of moving parts that require some time and reflection and evaluation by the relevant stakeholders before we can give you an exact plan, which we hope to do in due course.

Stin Demeester, Analyst, ING: Yes. Okay. A couple of follow ups. Can you remind us of the mid cycle potential of Nitrogen Europe and confirm whether this is also the base case for any valuation of RemainCo into a merger process or a potential sale? The next one, can you provide an update related to the contingent consideration related to the Fertiglobe transaction, $362,000,000 e.

G. Unexpected quantum and timing to recover these monies? And then final one, would you still intend on returning a $300,000,000 to shareholders in late ’twenty five or early ’twenty six via cash dividend or a buyback as you have mentioned before?

Hassan Budhrawi, Chief Executive Officer, OCI Global: On the OCI On the the OCI valuation, as you can appreciate, we can’t really comment on the valuation in the middle of potential discussion, but I can tell you that we’ve shared with the market before sort of a run rate run rate EBITDA, normalized EBITDA of a 130 to a $150,000,000 on normalized gas prices and sort of historical run rate production cap capacity at sort of mid cycle prices would be a reasonable baseline. Obviously, you know, there are various other considerations that come into play when looking at assets based on the geographic specificity. In terms of the 30 globe, we have nothing there is no update to report. This is something that is periodically assessed by the management in conjunction with our auditors as well based on the prevailing circumstances and and any updates that do arise on these files. At this time, our judgment and the our approach to those escrowed amounts continues to remain exactly the same as we had reported the previous quarter.

No further update, and very difficult to give you a timeline or an outlook because, as you can imagine, these are complex files that, as we mentioned at the beginning when we signed the deal, it was part of the part of the contractual complex that we agreed to that facilitated a a robust valuation and a good deal. But at this time, I think it’s difficult to assign a timeline to it. In terms of the answer to your third question, I think I tried to cover that in our prepared remarks that the effectively, we acknowledge that we had announced up to $1,000,000,000 of distributions, actually, subject that earlier as we set sort of as we in an earlier EGM, but we also were clear that this is subject to various conditions, including the strategic review progress, progress in clean ammonia and the CapEx associated with it, as well as all the deferred strategic deferred files, and the strategic review now also integrates into it the thinking around the merger and the thinking around the capital structure going forward as the board determines it to be what the board determines to be sufficient in the context of the any potential strategic plans and these aforementioned strategic files.

A lot of these files are in flux and could have a range of outcomes, so all that will be taken into consideration as we think about our capital structure. I hope that answers your question.

Stin Demeester, Analyst, ING: Yes. Thank you. I’ll put myself back into the queue.

Nadia, Call Coordinator, OCI Global: The next question goes to Angelina Glazeva of JPMorgan. Angelina, please go ahead.

Angelina Glazeva, Analyst, JPMorgan: Hello, and thank you very much for taking my questions. I have three questions, of which two, I think, set ups. So first, on the South European nitrogen business. To the extent that you can comment, in the release, you highlighted separately the production and distribution components of this business. So should we think that you might be considering of selling those separately or rather the plan is to sell them in one portion together?

This is the first question. The second question is on the cash flow, again, for continuing operations. I think for the first half ’twenty five, you have highlighted some transaction restructuring costs and one off costs that weighed on the cash flow generation for continuing operations. Is there any guidance or if you could help us quantify what kind of cash outflows related to the same things we could expect in the second half of this year? This would be helpful.

And then lastly, I have a follow-up regarding the potential combination with Alaskan Construction. A part of that process, as you have mentioned, is an independent adviser providing fairness of opinion. And I was wondering if you could give us a bit more context on that from regulatory perspective, what exactly this process will entail? Whether as part of this process, the key question to the answer is the worth of OCI remain part? Or is this more like the focus of this finance opinion would be the relative value of OCI versus Orescon construction?

That would be helpful if you can share any context.

Hassan Budhrawi, Chief Executive Officer, OCI Global: Unfortunately, the audio was extremely difficult to make out, but I will do my best. I think I got 89 percent of what you asked. So I’ll I’ll do my best to answer, and we can follow-up. In terms of the your question regarding the format of sale potential sale of the European nitrogen business, we we do have the strategic optionality to look at it in parts, not of not solely as a whole, and that strategic optionality allows us to maximize the outcome, and it’s something that we would consider. Structurally, it is an available option.

In terms of your second question, I think it was regarding one off cash flows. I think it’s important to note that in the first half of the year, and we have mentioned that before, we had a very major turnaround, a couple of major turnarounds at our European nitrogen operations that took, that were scheduled, that were preplanned, and that obviously had an impact. There was also various one off costs associated with the restructuring of the organization as we down scaled the company to in conjunction with the disposal of assets. And in addition, obviously, various transaction costs and fees, whether banking or legal fees and what have you that also were required in order to facilitate the strategic review that were not necessarily timed in conjunction with the with the execution of the deals, so some of them were show up a bit later. We do not have specific guidance on the total final quantum that these potential ad hoc one off costs could culminate into.

I think that’s the reason for that is that’s a little bit of a moving target, and it depends on how certain strategic files turn out. But it’s a but it’s a point taken that it’s something we will think about in terms of potential future guidance. In terms of your third question, I had a bit of a hard time making the question out. If you

Vishoy Gogiz, Chief Financial Officer, OCI Global: can maybe try Can to ask

Angelina Glazeva, Analyst, JPMorgan: you it repeat that? If my line is clear now, Yes, can you hear me

Hassan Budhrawi, Chief Executive Officer, OCI Global: much can

Angelina Glazeva, Analyst, JPMorgan: Apologies better for that. So the essence of my question was if you can give us a bit more detail on the fairness of opinion from the regulatory process standpoint. And what I’m trying to understand is what is the key focus of that process? Will it be determining the worth of OCI or main company at the point in time when it approaches the merger? Or the key focus will be the relative value of OCI versus Arasco Construction?

Hassan Budhrawi, Chief Executive Officer, OCI Global: I think it’s I think it’s really it’s all aspects of the transaction that are going to be evaluated by the advisers. Mind you, we are still in the structuring and discussion phase to try to chart the optimal pathway for this potential combination and looking at and looking at how that can be executed. But in this in this particular situation, obviously, relative economics are are going to be important given that these are two listed companies as a sort of a baseline.

Angelina Glazeva, Analyst, JPMorgan: Thank you.

Nadia, Call Coordinator, OCI Global: The next question goes to Tom Beckman of Jefferies. Tom, please go ahead.

Tom Beckman, Analyst, Jefferies: Hi, good afternoon. I have a couple of questions remaining. On Page 10 of your presentation, you made reference earlier to no meaningful fiscal reserves. Can you just clarify if that meant cash reserves for future distributions? Or if that meant or if that was a reference to your balance sheet capital?

And then on the corporate structure, the corporate structure, you obviously said you are envisaging a share exchange. Can you maybe just say whether a potential cash alternative to minority shareholders of OCI is also on the table or if that’s not on the table at all? And then lastly, with your Methanex stake, can you maybe give us your latest thought on potential monetization of that, given that your lockup is due to expire soon?

Hassan Budhrawi, Chief Executive Officer, OCI Global: Can you hear me? Hello?

Nadia, Call Coordinator, OCI Global: Yes. We can hear you. Yes.

Hassan Budhrawi, Chief Executive Officer, OCI Global: Hello?

Nadia, Call Coordinator, OCI Global: Hello? Yes. We can hear you. Great. Can hear me?

Hassan Budhrawi, Chief Executive Officer, OCI Global: Oh, sorry. Having a a second. First first the reference to this reference

Nadia, Call Coordinator, OCI Global: Ladies and gentlemen, please stand by as I reconnect the speakers. Thank you for your patience. Thank you for your patience, everyone. We are now back connected with the speakers.

Hassan Budhrawi, Chief Executive Officer, OCI Global: Yeah. Can you hear me?

Nadia, Call Coordinator, OCI Global: Confirming I can hear you.

Hassan Budhrawi, Chief Executive Officer, OCI Global: Okay. We apologize for that. Some technical difficulties. So in in regards to your three questions, your first question regarding the fiscal reserve, this refers to the fiscal reserve that we had on our balance sheet upon arrival into a Dutch listing in 2013, which I think at its onset was north of $7,000,000,000 which we consumed in the through the use of capital repayments and return capital to shareholders. So that fiscal reserve that allowed us to make distributions to shareholders using capital repayments is effectively now depleted, which means that the only avenues available for future distributions will be cash dividends effectively or buybacks.

So that’s basically the the remaining avenues. We’re just all all you were saying that we’ve exhausted the accounting fiscal reserves that allowed us to use this very tax efficient avenue. Secondly, in terms of the your second question, I believe, was in relation to was in relation to can you hear me?

Nadia, Call Coordinator, OCI Global: Thomas, you could repeat your question, please.

Hassan Budhrawi, Chief Executive Officer, OCI Global: Yeah. Sorry. We we thought we lost the line. In terms of the second question about the potential cash alternatives, at this point, the Board continues to evaluate the contemplated transaction structure to and to evaluate based on this approach what is the optimal path forward. And in regard to the third question on the MEKANE stake, as we mentioned, we are now the second largest shareholder in the company.

At this point, we have not we do not anticipate any major movements on that respect. Sorry about the technical difficulties. Thank you.

Nadia, Call Coordinator, OCI Global: Great. Thank you. On the Q and A chat box to submit your questions. While we wait for any other audio questions to come through, I will hand to Sarah for any written questions.

Sarah Rajani, Vice President, Investor Relations and Communications, OCI Global: Thank you. So many of the questions on the webcast have actually been answered. There are a couple of outstanding questions. One of which is, it was stated that the current proposed structure for the merger would not require a cash component. You also stated the primary listing on the ADX.

Does that mean a secondary listing is planned on a European market?

Hassan Budhrawi, Chief Executive Officer, OCI Global: At this time, it is not contemplated that a secondary listing would continue or be initiated in European market in such should such a transaction proceed? And in response to the first question, the transaction as currently contemplated does not really require a cash component.

Sarah Rajani, Vice President, Investor Relations and Communications, OCI Global: Thank you. And then a question regarding the relative valuation and a question around what the basis of that value valuation would be, for example, the NAV of both companies or whether it would involve any other metrics?

Hassan Budhrawi, Chief Executive Officer, OCI Global: At this time, I cannot answer that because I believe it is a usually, you know, for fairness opinions, you know, multiple valuation methodologies are usually employed, but that is subject to the discretion of the financial advisors that are involved.

Sarah Rajani, Vice President, Investor Relations and Communications, OCI Global: And then a follow-up question on the normalized mid cycle EBITDA guidance, the 130,000,000 to 150,000,000 that was referenced earlier for continuing operations, is that inclusive of expected corporate overheads?

Hassan Budhrawi, Chief Executive Officer, OCI Global: No. That number is for the perimeter of the European nitrogen production and excludes any corporate overheads or going forward.

Sarah Rajani, Vice President, Investor Relations and Communications, OCI Global: And then a final question. The strategic review announced in March is nearing its third year. Off of distribution since then, today’s share price is roughly the $20.23 starting level of adjusted dividend. How will you ensure that shareholders who entered from 2023 achieve a fair return while the review is completed?

Hassan Budhrawi, Chief Executive Officer, OCI Global: Yes. I mean, it’s it’s it’s hard to answer that question without getting into significant amount of detail. As as far as as far as we are concerned, you know, we we believe that the initiation, the strategic review was the correct thing to do at the time. The in hindsight, if you look at all the valuations that were secured for the multiple exits that comprise $11,600,000,000 of gross proceeds, the with the benefit of hindsight, we believe that these exits were actually significantly better than what we thought we were able to achieve at the time, both in terms of timing and in terms of our ability to secure cash at a time where we think our shareholders appreciated the having those cash distributions upstreamed in the way that we did. And we mentioned that since 2022, that’s about $7,000,000,000 almost tax free distributions that were done, of which $5,000,000,000 were attributable to the strategic review and about $2,500,000,000 went to retiring debt, running against almost debt free today.

We’ve we’ve set out to do our utmost in terms of achieving the best financial returns, And we really look back not just at the strategic review period, but also at the history of the company as a little company for the past twenty five, twenty six years in terms of what we’ve been able to achieve, know, totaling over $22,000,000,000 of financial distributions and which coincides with an IRR, which of 39%, one that has been verified by our auditors as well. And I believe we hope that we can continue to create similar value in the future.

Nadia, Call Coordinator, OCI Global: Thank you. Moving on to the follow-up question from Angela Glativa of JPMorgan. Angela, please go ahead.

Angelina Glazeva, Analyst, JPMorgan: Thank you very much for taking my one follow-up question. This is actually the continuation of the topic just now regarding shareholder returns. I was wondering, given what one could say is quite a disconnect, if you will, between the SODT values of OCI and the current share price, is buyback something that you’re considering at this point? And earlier in the year, as a result of AGM resolutions, there was an option that was mentioned for a buyback of up to 30%. So I was wondering if that’s something you’re considering now and whether if you were to consider this, there will be something extra required on top of that ATM resolution or in theory, you could just start the shares buyback?

Thank you.

Hassan Budhrawi, Chief Executive Officer, OCI Global: In reference to these, these are actually annual resolutions that we’ve had since the inception of the company, and we’ve always wanted to have the maximum available tools at our disposal at all times. As we looked at capital repayments, cash dividends, buybacks, it is it was not it was not meant to be and has never been, otherwise, it would have, you know, would have been the case for all the past fifteen years. Was never meant to be an indication of what was approved or planned. As I mentioned earlier, at this juncture, all capital allocation plans are going to be reviewed in the context of the strategic the depending strategic files, the merger, the thinking around the capital allocation for the new platform. And I think the board is going to evaluate all that in its entirety alongside the contemplated transaction structure, and then we’ll communicate in due course to the markets what what the outcome of these discussions, negotiations and board evaluations will be.

Angelina Glazeva, Analyst, JPMorgan: Thank you very much.

Nadia, Call Coordinator, OCI Global: Thank you. We have no further questions. I’ll hand back to Sarah for any closing comments.

Sarah Rajani, Vice President, Investor Relations and Communications, OCI Global: No. We have no further questions at this time. So thank you all for joining.

Nadia, Call Coordinator, OCI Global: Thank you. This now concludes today’s call. Thank you all for joining, and you may now disconnect your lines.

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