Annual
Report2022
Powering a cleaner
future sooner

Board Report

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

OCI Global Brand

OCI N.V. recently rebranded to OCI Global, and isreferred to as OCI Global, OCI, OCI N.V., the Company, or
the Group throughout this Annual Report, but OCI N.V.
and its subsidiaries’ registered business names have notchanged. OCI’s business unit names have rebranded
under two Business Units: OCI Nitrogen and OCI
Methanol. Subsidiaries are referred to in this Annual
Report by their new brand names or by their registerednames in the notes to the financial statements. OCI Clean
Ammonia LLC is in the financial statements identified as
the segment 'Other', as due to the pre-operating phase,
aggregation criteria are not yet met.

Forward-looking statements

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

European single electronic reporting format(ESEF) and PDF version

This is the PDF/printed version of OCI N.V.’s 2022
Annual Report. This version has been prepared for easeof 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 at https://
oci-global.com/investor-center/results-andpresentations/. In case of any discrepancies between
this PDF version and the ESEF reporting package, thelatter prevails.

Annual Report 2022

2

1

2

Introduction
Letter from the CEO
The year in review

3

About Us
5
8

6

Our company
Our operating environment
Our strategy
Materiality assessment
How we create value

Our Performance
12
18
20
31
34

5

Performance Statements
Financial statements
ESG performance statements

36
41
64
72

4

Corporate Governance
130
217

Financial performance
Environmental performance
Social performance
Governance performance

Co-Chair's introduction
Board report
Remuneration Report
Declarations

Risk Management
89
90
107
127

Enterprise risk management andinternal control
Strategic risks
Operational risks
Financial risks
Regulatory risks

78
81
83
86
87

7

Other Information

Appendices

Extract from the articles of association relating
to net profit/(loss) appropriation
240
Independent auditor's report
241
Assurance report of the independent auditor 253
Alternative performance measures (APM)
256
Shareholder information
259

1 GRI Index
2 TCFD Index
3 SASB Index
4 UN Global Compact Index
5 Climate change risks and opportunities
6 Definitions and abbreviations

262
268
269
272
274
275

Annual Report 2022

3

Introduction

About Us

Our Performance

Risk Management

1 Introduction

Corporate Governance

Performance Statements

Other Information

Appendices

Letter from the CEO

5

The year in review

8

Annual Report 2022

4

Introduction
Introduction

About Us
About Us

Our Performance
Our Performance

Risk Management
Risk Management

Corporate GovernanceCorporate Governance

Performance Statements
Performance Statements

Other Information
Other Information

Appendices
Appendices

Letter from the CEO continued
We are OCI Global
I am very pleased with what the OCI team has achieved
during 2022, a year full of milestones in our strategy andvalue creation that propelled OCI forward and will shape
OCI’s future.

We reported a lost-time injury rate (LTIR) of 0.08 and a total
recordable injury rate (TRIR) of 0.40 per 200,000 man-hours
at the end of 2022. These numbers beat industry averages,
but unfortunately reflect a slight deterioration comparedwith our 2021 results.

" I am very pleased with what the
OCI team has achieved during2022, a year full of milestones inour strategy and value creationthat propelled OCI forward andwill shape OCI’s future."

Reflecting on our history, a central theme emerges: we’vebeen building, growing, and powering successful change.
From our origins in construction to our future in hydrogen,we’ve always been driving innovation because we are notafraid to seize opportunities and make bold decisions.

Today, we are proud to be a game-changing global
producer and distributor of hydrogen-based products,
driving forward the decarbonization of food, fuel, andindustrial feedstock through cleaner products and practical,
real-world solutions.

While we are proud of every employee’s and contractor’sdiligence and attention to safety, which has brought our
total recordable injury rate down by 52% since 2014, we donot take a decline in safety performance lightly.
We are committed to a zero-incident culture across ourorganization, both with our own employees and with
contractors, and take every safety incident extremely
seriously. Looking ahead, we will therefore continue
our relentless focus on operational and process safety
throughout the organization, and have ongoing campaigns
and learning programs to foster a healthy work environment,
and in this have ongoing support and oversight from theBoard and the HSE & Sustainability Committee.

To better convey our identity, we have rebranded to OCI
Global. With this change, we highlight the breadth anduniqueness of our global footprint, our unrivaled ability
to deliver high-quality products reliably at speed andPowering a cleaner future sooner
scale,and ourrole in supportingfood security
and energyChief
Executive
Officer
Ahmed
El-Hoshy reflects
Our two core products – ammonia and methanol – areintensive industries today and powering a cleaner future
on athroughyear ofpositivechangeandandprogresstomorrowcleanerhydrogen-based
products
the forkeys OCI...
to the hydrogen economy, because they aresustainable solutions.
the most effective carriers of hydrogen. As we drive theglobal hydrogen economy, we’re revolutionizing the energyintensive industries that shape, feed and fuel the world,
Health and safety first
improving the way we work and live by making our transport
Safety is our number one priority in the company, not only
cleaner, products greener and our crops better, delivering
because of our responsibility to protect our people, ourthe exceptional value needed to accelerate change andoperations and our communities, but also as we recognize
realize a cleaner future sooner.
the importance of safety for our business and sustainability
performance: as we improve and focus on occupational andWe are accelerating the global transition by:process safety, reliability and even energy efficiency will
1. providing a sustainable and diverse product offering
also increase.
today through our existing platform of low-carbon
products: for example, we are a global leader in green

Analyst's
cornerGRI 2-22methanol and have developed our sustainable ammonia
offer, with pilot shipment sales of blue and green
ammonia. OCI was the first ammonia producer in Europe
to produce and sell ISCC PLUS certified green ammonia,
and the first to receive ISCC EU and ISCC PLUS
certification for green methanol for sales into regulatory
fuels markets.

Letter from the CEO5

our offer substantially by investing
At expandinga Glance

92.

in transformational low-carbon methanol andammonia projects.

We’ve fast-tracked sustainability-focused value accretive
projects across our platform, and achieved a numberof significant milestones across our platform during2022, firmly establishing OCI Global as a world-leader inthis space.

A strong foundation for future growth andvalue creation
We are able to move quickly to capitalize on these growth
opportunities thanks to our flexible business model andadvantaged asset base, from which we generated free cash
flow of more than USD 1.9 billion in 2022.
Despite challenging global markets and volatile energy
markets, we delivered these strong 2022 results, utilizing
our globally diversified, state-of-the-art platform withhighly competitive feedstock and production and logistics
advantages. This enabled us to produce and distribute
essential products to the global markets during a year
when energy pricing and supply chains jeopordized theavailability of fertilizers and other essential products andforced shutdown of production in Europe including partiallyour facilities in the Netherlands.
The results accelerated a reset of our balance sheet to avery low net leverage of 0.3x, and enabled us to return
Annual Report 2022
Annual Report 2022

5

6

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Letter from the CEO continued
We are OCI Global
The challenging geopolitical and macroeconomic
environment in 2022 created volatile commodity markets
and impacted the lives of many people across the globe.
Despite these volatile times, I am pleased that the OCI teamcontinued to work diligently and achieved a year full of
milestones in our strategy and value creation that propelled
OCI forward and will shape OCI’s future.
Reflecting on our history, a central theme emerges: we’vebeen building, growing, and powering successful change.
From our origins in construction to our future in hydrogen,we’ve always been driving innovation because we are notafraid to seize opportunities and make bold decisions.
Today, we are proud to be a global producer anddistributor of hydrogen-based products, driving forward thedecarbonization of food, fuel, and industrial feedstock.
To better convey our identity, we have rebranded to OCI
Global. With this change, we highlight the breadth anduniqueness of our global footprint, and our ability to deliver
our products reliably at speed and scale to our customers. It
also underlines our role in supporting global food security
and energy-intensive industries today, and powering acleaner future tomorrow through low carbon hydrogenbased products and practical, real-world solutions.

Health and safety first
Safety is our number one priority in the company, and it
is our responsibility to protect our people, our operations
and our communities. We also recognize the importanceof safety for our business and sustainability performance:
reliability and even energy efficiency will increase as we
improve occupational and process safety.

Analyst's
cornerWe reported a lost-time injury rate (LTIR) of 0.08 and a total
recordable injury rate (TRIR) of 0.40 per 200,000 man-hours
at the end of 2022. These numbers beat industry averages,
but unfortunately reflect a slight deterioration comparedwith our 2021 results.
While we are proud of every employee's and contractor's
diligence and attention to safety, which has brought our
total recordable injury rate down by 52% since 2014, we donot take a decline in safety performance lightly.
We are committed to a zero-incident culture across ourorganization, both with our own employees and with
contractors. Looking ahead, we will therefore continue ourrelentless focus on safety throughout the organization, andhave ongoing campaigns and learning programs to fostera healthy work environment, and in this have ongoingsupport and oversight from the Board and the HSE &Sustainability Committee.

A strong foundation for future growth andvalue creationa very low net leverage of 0.3x. This enabled us to return
capital to shareholders for the first time in over a decade,with a total of around USD 1.5 billion of cash earmarked forfinancial year 2022.
The strong balance sheet also supports the accelerationof our decarbonization projects, driving our future growth,
supporting the energy transition goals we share with manyof our stakeholders and establishing us as a leader in low
carbon fuels, industrial feedstocks and food.

Powering a cleaner future sooner
Our two core products – ammonia and methanol – arethe keys to the hydrogen economy, because they are themost effective carriers of hydrogen. We’re revolutionizing
the energy-intensive industries by making transport cleaner,
products greener and crops better, delivering what isneeded to accelerate change and realize a cleaner future
sooner. We are doing this by:
1.

Despite the challenging global markets and volatileenergy markets, we delivered strong 2022 results,
utilizing our globally diversified, state-of-the-art platform
with highly competitive feedstock, and production andlogistics advantages.

providing a more sustainable and diverse productoffering through our existing platform of renewable andlow carbon products: for example, we are a global
leader in green methanol and have developed oursustainable ammonia offer, with pilot shipment sales ofblue and green ammonia.
OCI was the first ammonia producer in Europe to
produce and sell ISCC PLUS certified green ammonia,
and the first to receive ISCC EU and ISCC PLUS
certification for green methanol for sales into regulatory
fuels markets.

This enabled us to produce and distribute essential products
to the global markets during a year when energy pricing andsupply chains jeopardized the availability of fertilizers andother essential products and forced shutdown of productionin Europe including partially our facilities in the Netherlands.

2.

We generated free cash flow of more than USD 1.9 billion
in 2022, which accelerated a reset of our balance sheet to

We are able to move quickly to capitalize on such growth
opportunities thanks to our flexible business model andexpanding our product offering substantially by
investing in transformational renewable and low carbon
methanol and ammonia projects.

GRI 2-22
Annual Report 2022

6

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Letter from the CEO continued
advantaged asset base. We are fast-tracking sustainabilityfocused value accretive projects across our platform, andachieved a number of significant milestones across ourplatform during 2022, establishing OCI Global as a worldleader in this space. The OCI team was well positioned toachieve FID on our blue ammonia project in Texas within one
month of the passage of the Inflation Reduction Act, withcompletion expected in 2025, the first greenfield project of
this scale in the United States.

Recognition
We are pleased that our strong financial and ESG
performance was recognized by global indices andrespective rating agencies for both OCI and Fertiglobe, our
50%-owned strategic partnership with ADNOC in the Middle
East and North Africa, listed on the Abu Dhabi Securities
Exchange (ADX) since October 2021.

Looking ahead: creating value now and in
the future
Looking ahead into 2023 and beyond, market fundamentals
remain solid and we are excited about our medium- tolong-term growth opportunities, as incremental demandfor our products emerges in a range of new applications
and sectors.
Despite recent volatility and lower selling prices, the outlook
for nitrogen markets is healthy, underpinned by robust
crop fundamentals, healthy farm economics, and decades
low global grain stocks, giving strong incentives to apply
nitrogen fertilizers. At the same time, supply dynamics
are tight.

I would like to thank all our employees for their strong
commitment to improving and growing our business, while
maintaining safety as the key priority. I look forward to abright future where we continue to relentlessly focus onvalue creation.
Together we can power a cleaner future sooner.

We also expect increased demand for our industrial nitrogenand methanol businesses, driven by the improved industrial
outlook in Europe and Asia, and the re-opening of China
following the end of their zero-COVID policy.

OCI was included in the MSCI World Index and STOXX 600
Index, some of the world’s leading global equity indices,in June 2022. In April 2022, credit rating agencies S&P,
Moody's, and Fitch upgraded OCI's ratings to investment
grade (BBB-, Baa3 and BBB- respectively), recognizing
OCI’s strong underlying performance, financial policy
and outlook.

After a year of range-bound methanol prices and major
turnarounds at our facilities in the fourth quarter of 2022,
the methanol market outlook is much more positive as wemove into 2023.

Our sustainability ratings profile also made progress with an
upgrade by MSCI (from BBB in 2021 to A in 2022), alongside
stable ratings by the other agencies positioning OCI as oneof the best performers in the sector.

We are excited about the prospects arising from significant
demand uptake for methanol as a hydrogen fuel, notably inthe road and marine fuels sector, which will help expand ouralready fast-growing low carbon fuels business.

In addition, Fertiglobe was included in the FTSE ADX 15 and
FTSE Emerging Markets indices and was also issued its firstinvestment grade ratings by S&P, Moody’s, and Fitch (BBB-,
Baa3 and BBB-, respectively) in 2022.

The use of methanol as a marine fuel is expected to start
accelerating significantly from the second half of 2023,
when the first large methanol-fueled container vessels arescheduled for delivery. Incremental demand is potentially inexcess of 3 million tons per year from the mid-2020's basedon current orders, which is significant in a globally tradedmarket of around 30 million tons.

Analyst's
cornerTo conclude, we are excited about the opportunities ahead.
We see significant upside potential from our end markets,and believe our transformative low carbon growth initiatives
place us in a leading position within the industry. We
have a strong legacy of executing projects and, with ourcompetitive global platform, world-scale young assets andstrong logistics capabilities, we can continue to grow –creating value for all of our stakeholders – our employees,
customers, partners, shareholders and communities.

Ahmed El-Hoshy
Chief Executive Officer

GRI 2-22
Annual Report 2022

7

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

The year in review
Sustainability projects across our platform in 2022

Low Carbon Ammonia
We are building a world-scale blue ammonia
plant in Texas, with low carbon hydrogen andnitrogen supplied by Linde. We are on track tostart production in 2025, ready for the
expected ramp-up in incremental demand for
low carbon ammonia as a low carbon fuel andin the power sector. It will be the firstgreenfield blue ammonia facility of this scale
to come onstream in the United States.

Fertiglobe has, on behalf of the project, also
signed the EPC contract with Tecnimont
S.p.A. for a 1 million ton low carbon
ammonia project in the UAE in partnershipwith Ta'ziz, GS Energy Corporation and
Mitsui & Co., Ltd.

Renewable Ammonia
Our green ammonia
project, Egypt Green
Hydrogen, Africa’s
first integrated greenhydrogen plant, started commissioning its
first unit of 15 MW in November 2022. We
were pleased to announce this important
step towards green hydrogen production
during COP27 in Sharm El Sheikh. At fullscale, we will produce up to 90 ktpa ofgreen ammonia at our Egyptian facilities.

As we continue to grow our fuels businessand shift towards green fuels andindustrial feedstocks, we are evaluating agasification opportunity at our methanol
facility in the Netherlands.
This would be the first plant in the
Netherlands to transform biomassderived feedstocks such as wood waste,agricultural waste or non-recyclable
municipal solid waste into bio-methanol tocater to growing demand in the marineand vehicle fuels markets and thechemicals market.

Fertiglobe kicked off 2022 announcing alandmark collaboration with Masdar and
ENGIE to study the co-development ofa green hydrogen facility in the UAE to
support production of green ammonia. The
project represents a great opportunity forboth Fertiglobe and the UAE as a whole,as the country continues toramp up its sustainability
efforts in lead up to COP28.

Annual Report 2022

8

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

The year in review continued
2022 performance highlights
Financial performance

Financial performance

Climate change action

Climate change action

Health, safety

Health, safety

Revenue

Adjusted EBITDA

GHG Intensity (scope 1 &Energy Intensity

and wellbeing

and wellbeing($ million)($ million)

2 ton CO2e / N-ton)(ammonia & methanol

Lost Time

Total Recordable

GJ / ton gross)

Injury Rate

Injury Rate

↑

36.02

0.08

↑

3,891.0 ↑2.38

2021: 6,318.7

2021: 2,526.5

2021: 2.29

2021: 35.88

2021: 0.20

2021: 0.35

Financial performance

Financial performance

Climate change action

Water in our operations

Diversity & inclusion in

Responsible

Adjusted net income

Earnings per share

Purchased electricity

Freshwater cons. in($ million)($)

from renewable sources

water stressed regions

our own workforce

5.885

2021: 731.8

2021: 2.719

Revenue by segment

↑

33.9%

↑

2021: 0%leadership positions

Adjusted EBITDA by segment
9%$9,713.1 mn$3,891 mn

21.8%

↓

2021: 24.0%

Complianceconcerns investigated

100%

=

2021: 100%

Employees by region
12%
20%

4,059
68%

88%

Methanol↓

2021: 7.26

12%

Nitrogen

6.05↑

business practices

Women in senior(million m3)

1,343.4 ↑↓

0.40

9,713.1 ↑91%

Nitrogen

Methanol

Middle East and North Africa

EuropeNorth America

Annual Report 2022

9

The year in review

0%freshwater
consumption inwater-stressedregions achievedin October

Achieved
investment
grade ratings
across all threemajor agencies:

In partnership with

$250,000
donation

Announced expansionof our ammonia terminalat the Port of Rotterdam

Partneredwith NortH2
CCS at IFCo

Donated $1.5 million
to the World Central
Kitchen to fund
500,000 meals
JoinedBBB-

Announced

to purchase a mobile STEM lab

to the Lee County Career Advantage Centerin southeast Iowa

Baa3

BBB-

Beaumont
Independent School
District$200,000
donationallowing us to develop thefirst large-scale green
ammonia and methanol value
chains in the Netherlands

a large-scale hydrogen-based value chain in thenorth of the Netherlands

Egypt
Green

Our green ammonia
project commissioned,
launching Africa’s
first integrated greenhydrogen plant

BreaksGroundOn 1.1 Mtpa
Blue Ammonia
Site in Texas

Proudparticipant
at COP27
in EgyptIntroduction

About Us

Our Performance

2 About Us

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our company

12

Our operating environment

18

Our strategy

20

Materiality assessment

31

How we create value

34

Annual Report 2022

11

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our company
OCI N.V. (OCI Global) is a
global producer and distributorof hydrogen products providing
fertilizers, fuels, and feedstock
to agricultural, transportation,and industrial customers aroundthe world.

Powering a cleaner future sooner
Our ambition is to power a cleaner future by decarbonizing
the energy-intensive industries that shape, feed and fuelour world through practical solutions that address global
challenges and realize shared opportunities.
We aim to achieve this by:-

Bringing together the best, brightest, and most
tenacious talent.

-

Working to decarbonize our own production anddistribution network, optimizing and leveraging ourstrategic assets and capabilities globally.

Our business-

OCI's global production capacity spans four continents andcomprises 16.7 million metric tons per year of hydrogenproducts, including ammonia, nitrogen fertilizers, methanol,
biofuels, diesel exhaust fluid, and other nitrogen products.
OCI Global has 4,059 employees, is headquartered in the
Netherlands, and listed on Euronext in Amsterdam.

Collaborating with private and public sector partners todevelop credible solutions that enable the transition fromcarbon-intensive energy sources and realize sharedenvironmental goals.

-

Delivering on our commitments as a trustworthy
and reliable business partner using our knowledge,
experience, and expertise. To become a leading
influential voice in shaping agendas and creating theconditions for change.

We aim to drive forward the decarbonization of food,
fuel, and feedstock through our transition to low carbon
products and offering of practical, real-world solutions, tohelp achieve a more sustainable future:-

Our nitrogen fertilizers allow farmers to increase crop
yields and improve food quality.

-

Our fuel solutions provide low carbon alternatives tosignificantly reduce greenhouse gas emissions versus
conventional fuels.

-

Our ammonia and methanol are excellent hydrogen
carriers for the energy transition and decarbonized
feedstocks for downstream industrial processes.

Analyst's
cornerGRI 2-1; GRI 2-6
Annual Report 2022

12

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our company continued
Our products
During 2022, we sold 14.5 million metric tons of hydrogenproducts, including ammonia, nitrogen fertilizers, othernitrogen products, methanol, and diesel exhaust fluid.
We are committed to develop products and initiatives
to provide low carbon and more sustainable solutions to
our customers. We aim to grow the share of sustainableproducts in our portfolio, which include renewable ammonia,
low carbon ammonia, green methanol, low carbon methanoland diesel exhaust fluid, and ultimately reduce our shareof grey products. These products are further described on
pages 14 - 17.

Our nitrogen fertilizers
Merchant ammonia
Ammonia (16% of our total volume) is a colorless gas thatis 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 production of ammonia
is natural gas, which we purchase through long term
supply contracts.

Calcium ammonium nitrate (CAN)

Our methanol

Calcium ammonium nitrate (7% of our total volume), branded
as OCI Nutramon, is a nitrogen fertilizer with an additionof dolomite. While the nitrate enables immediate nutrient
uptake by crops due to its high absorption properties,
the added dolomite reduces soil acidification potential andsubsequent liming need.

Methanol (11% of our total volume) is a clear chemical liquid
predominantly produced from natural gas, which is highly
versatile in its application ranging from powering ships andvehicles to heating homes.

Urea ammonium nitrate (UAN)
Urea ammonium nitrate (12% of our total volume) is a liquid
fertilizer solution, which consists of urea and ammonium
nitrate. Due to its nitrate component it is easily absorbedby plants.

Ammonium sulphate (AS)Ammonium sulphate (4% of our total volume) is a solid
crystalline fertilizer, which contains nitrogen and sulphur. It
is highly soluble in water and easily stored and transported.

Green methanol can either be produced by using biogas
instead of natural gas in existing facilities or frombiogenic fraction of gasification of municipal solid andbiomass waste. We use waste, residues and by-products
as feedstocks.

Our diesel exhaust fluid (DEF)
Diesel exhaust fluid (9% of our total volume), which is also
known as AdBlue in Europe and marketed as AdGreenby Fertiglobe, is a non-hazardous aqueous urea solution
consisting of approximately 67.5% deionized water andapproximately 32.5% urea.

Our other nitrogen products
Melamine (1% of our total volume) 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 acomponent of glue. OCI Nitrogen Europe is the world's
largest melamine producer.

Granular urea
Granular urea (40% of our total volume) is a white crystalline
solid fertilizer with a nitrogen content of approximately
46%, which is produced by reacting ammonia with carbon
dioxide. Its high nitrogen content, straightforward handlingand transportation make it the most traded nitrogen fertilizer
in the world by volume.

Analyst's
cornerCarbon dioxide (CO2) 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.

GRI 2-1; GRI 2-6
Annual Report 2022

13

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our company continued
Our products continued
Our sustainable product offerings
Ammonia

Main demand areas-

Sustainable fertilizers made from renewable or low
carbon ammonia offers GHG intensity reduction, help
lowering GHG footprint of the food value chain.

Ammonia
Grey ammonia: conventional ammonia produced fromnatural gas without carbon capture, utilization andstorage (CCUS).

Renewable ammonia: We are one of the only producers
today of renewable ammonia, either using biogas at our
Dutch and United States ammonia plants or using hydrogenfrom electrolysis of renewable electricity at our Egyptianammonia facilities.

-

Power generation is expected to become a significant
new source of demand for low carbon ammonia.
Ammonia co-firing has significant emissions reduction
potential for large coal-fired electricity plants.

-

Low carbon ammonia: We offer low carbon (blue) ammonia
from our United States ammonia plant using low carbonhydrogen produced from natural gas with carbon capture
and utilization (CCU).

Marine fuel to lower GHG emission and other air
pollutants in shipping to meet FuelEUMartime mandates,
lower EU’s Emission Trading Scheme exposure, andvoluntary scope 3 reduction.

-

Decarbonization of scope 3 in the chemical industriy:ammonia is a base chemical that goes into many
products such as consumer goods, medicines and isused in processes such as paper and textile production.

Value propositions---

Our bio- and green ammonia are ISCC PLUS certified.
We are the first ammonia producer in Europe to
use bio-methane to produce and sell green ammonia.
The sustainable product and mass balance system
is ISCC PLUS certified and can be used to produce
green downstream products. The GHG footprint is
at least 50% lower compared to grey ammonia
and can be decarbonized further depending on
customer requirements.
We convert our sustainable ammonia to downstream
products such as CAN, UAN and melamine. This resultsin the production of an ISCC PLUS certified CAN fertilizer
with a lower GHG footprint compared to conventional
CAN fertilizer.
We have developed our own proprietary Blue Ammonia(BlueAm) standard, with the support of SCS Consulting,that targets a 60% GHG reduction to current industry
benchmark of GHG emissions for ammonia production.

Analyst's
cornerGRI 2-1; GRI 2-6; GRI 306-1;
GRI 306-2

Customers: We supply bio-ammonia, under Eco ammonia
brand, from our Dutch plant to AnQore for their sustainableacrylonitrile, under Econitrile brand. By providing OCI’s ISCC
PLUS certified CAN fertilizer, we contribute to a low carbon
alternative to traditional crop cultivation.

Types and characteristics

Renewable ammonia: ammonia produced from renewable
feedstocks. There are two types of renewable ammonia
that can be produced by OCI today:-

Bio-ammonia: can either be produced by using biogas
instead of natural gas in existing facilities or frombiogenic fraction of gasification of municipal solid andbiomass waste.

-

Green ammonia: can be produced from hydrogen fromelectrolysis based on renewable electricity.

Low carbon ammonia: ammonia produced from virgin
fossil with lower carbon intensity (CI) than grey
ammonia and industry average emission or from recycled
fossil feedstocks.
-

Blue ammonia: can be produced with lower carbonhydrogen from natural gas with CCS that can achieve
CI reduction of at least 60% compared to industry
average (2.6 tCO2e/t ammonia) on a cradle togate scope.

-

Circular ammonia: can be produced from recycled
fossil hydrogen from gasification of municipal
solid waste.

-

Low carbon ammonia: is produced using hydrogenwith lower CI compared to industry average. The
sources can include by-product hydrogen from steam
crackers or chlor-alkali.

Expanding our renewable and low carbon ammonia
production capacity across our network-

Additional 1.1 MTA of blue ammonia coming online in
Beaumont, Texas in 2025.

-

Various green hydrogen to ammonia projects indevelopment globally.

-

Partnership with RWE’s FUREC to off-take bio andrecycled hydrogen from their waste gasification projectin the Netherlands.

-

Fertigobe is a shareholder in a 1 MTA low carbon
ammonia project in the UAE, in partnership with Ta'ziz,
GS Energy Corporation and Mitsui & Co.

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our company continued
Our sustainable product offerings-

MethanolGreen methanol: We are a green methanol producer, using
biogas rather than natural gas at our Dutch and UnitedStates methanol plants.

-

Value propositions---

When used as a fuel, green methanol provides at least
60% reduction in greenhouse gas emissions versus
petrol or diesel, which means it is an excellent hydrogenfuel to meet renewable fuel standards.
Green methanol is an advanced second-generation
biofuel that is produced using bio-waste, meaning
it not only reduces our own consumption of naturalgas, but also provides an outlet for waste that would
otherwise emit methane, which represents 16% of global
GHG emissions and traps ~36 times more heat in theatmosphere than CO2 over 100 years.
Our green methanol is ISCC EU and ISCC PLUS certified.

Transport fuel blend in the UK and Europe today tomeet EU’s Renewable Energy Directive and the UK’s
Renewable Transport Fuel Obligation.

-

Incremental demand for methanol as a marine fuelis expected to start accelerating from 2023 onwards.
Methanol engines have been commercialized since 2015
and we are at the 3rd generation today. There are already30 methanol ships on the water today with many onorder from shipping majors.

Sustainable methanol can be used as an effective fuelfor power generation in fuel cells or turbines in offgrid locations, emergency power generation or special
events and outdoors.

Customers: exclusive supply agreements with ExxonMobil,
Essar and Greenergy in the UK. Other customers of green
methanol include Celanese, Dupont, BP, and Shell.

Expanding our green and low carbon
methanol platform

MethanolTypes and characteristics
We aim to produce our products according to standards
required by the end markets we serve in (e.g., EU’s
renewable energy directive (RED), FuelEUMaritime) andour customers.
Grey methanol: conventional methanol produced fromnatural gas without CCS.
Green methanol: methanol produced from renewable
feedstocks. There are 2 types of green methanol that canbe produced by OCI today or under development:-

We are expanding our green and low carbon offerings toserve the growing demand for this sustainable fuel andindustrial feedstock through:-Expanding our biogas portfolio with long-term off-takecontracts and upstream investments.

-

Developing gasification projects globally to produce
sustainable methanol from waste feedstocks.
Gasification is an effective way to recycle valuable
resources that are today considered waste, enabling acircular economy.

Main demand areas-

Decarbonization of scope 3 in the chemical industries
as methanol is the basic building block of many criticalingredients such as plastics (e.g., for consumer goods
and automotive industries) and laminates for furniture,among many other uses.

--

Producing e-methanol (green methanol from hydrogenfrom electrolysis based on renewable electricity) at
our existing facilities by partnering with renewablehydrogen suppliers.

Low carbon methanol:--

Analyst's
cornerGRI 2-1; GRI 2-6; GRI 306-1;
GRI 306-2

Green methanol: can either be produced by using
biogas instead of natural gas in existing facilities orfrom biogenic fraction of gasification of municipal
solid and biomass waste. We use waste, residues
and by-products as feedstocks. Forestry waste andresidues must originate from Forest StewardshipCouncil (FSC) certified forest or equivalent. Green
methanol will have at least 60% CI reduction compared
to fossil comparator.
E-methanol: can be produced by combining hydrogenfrom hydrogen from electrolysis based on renewableelectricity and biogenic or recycled CO2. This definition
is in line with the EU’s Renewable Fuels of Nonbiological Origin (RFNBO) requirements. E-methanol
will have at least 70% CI reduction compared tofossil comparator.

Recycled carbon fuel (RCF) methanol: can beproduced from recycled fossil fraction of gasificationof municipal solid waste. RCF methanol can be used inmarine shipping and as an effective chemical recycling
route to plastic (e.g. via methanol to olefin).
Low carbon methanol: can be produced with lower
carbon hydrogen from natural gas with CCS.
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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our company continued
Our sustainable product offerings
Diesel exhaust fluid (DEF)
Value propositions-

DEF is used in Selective Catalytic Reduction (SCR)
systems to lower harmful vehicle exhaust emissions fromdiesel engines, with the added advantage of improving
vehicle fuel economy by approximately 5% and using
diesel fuel more efficiently.

-

DEF breaks down nitrogen oxides emissions into
nitrogen gas and water vapor, thereby eliminating
environmentally harmful emissions from cars, trucks,
buses and other heavy-duty vehicles.

-

Providing a transitional option for emissions abatement
for truck and rail in the near to medium term as theswitch to electric vehicles has proven to be challenging
to date for heavy duty trucks or farm vehicles due topoor power-to-weight ratios, leaving few near-term
alternatives to DEF for emissions abatement in truck andrail.

Main demand areas-

Regulations in the United States, Europe and China are
driving demand growth by requiring the replacement ofolder vehicles, particularly heavy-duty trucks, coupledwith higher dosing rates in newer generation diesel
engines.

Customers: Truckstop chains, wholesale retailers andpackagers, and smaller regional distributors.

Analyst's
cornerGRI 2-1; GRI 2-6; GRI 306-1;
GRI 306-2

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About Us

Our Performance

Risk Management

Corporate Governance

Performance
Statements
Introduction

OtherUs
Information
Appendices
About
Our Performance

Risk M

Our company continued

Our company continue

Where we are

Our position in the value chain

Suppliers
Suppliers

Our production facilities are located in the United States, theNetherlands, the United Arab Emirates, Egypt, and Algeria.

O՟ Natural gas (primary
raw material)՟ Steam՟ Inorganic & organic
chemicals՟ Traded goods

՟ Electricity

՟ Renewable and low• Naturalgas (primary raw
material)
՟ Industrial
gases
carbonhydrogen
suppliers• Inorganic & organic chemicals• Industrial gases

OCI• Steam• Electricity• Traded goods

՟ Producer of nitrogen& methanol products
՟ Importer՟ Storage՟ Wholesale
distribution

՟ Trading

Nitrogen

MethanolCorporate

Producing and distributing
methanol and fuel solutions.

Beaumont, USA

Abu Dhabi

Beaumont, USA

Our global corporate and business
functions play a key role indeveloping our strategy andsupporting our operations.

Wever, USA

Egypt

Farmsum, The Netherlands

Rotterdam,
The Netherlands

Algeria

Amsterdam, The Netherlands

Producing and distributing ammonia,
fertilizers and nitrogen-based solutions.

Geleen,The Netherlands

Analyst's
cornerGRI 2-1; GRI 2-6

Customers
՟ Nitrogen fertilizers
for agricultural
customers

՟ Feedstocks forindustrial customers

՟ Fuel solutions fortransportation
customers

Analyst's
cornerGRI 2-6

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our operating environment
These megatrends and theirassociated risks, challenges, andopportunities inform our strategy
to better serve our customers anddevelop the tools, products, andservices that promote sustainable
farm and fuel practices toholistically improve our global
environmental and social impact.

Megatrends
Climate change
The changing climate, with its increased unpredictability
and severity, has substantial implications for the livelihoodof millions of people. For example, agricultural productivity
is impacted by increasing pest pressure, drought, andflooding, which in turn negatively affect crop yields andglobal food security. The global push to decarbonization to
mitigate the impact of climate change is well underway with
developed and developing countries as signatories of theParis Climate Agreement to keep the world on the path tolimiting global warming to 1.5 Celsius. The energy transitionis at the center of the global decarbonization drive asenergy fuels all aspects of the global economy and touches
everyday life. The balance needs to be reached to improveliving standards for billions of people, but not at the costof environmental destruction. At the same time, adaptation
solutions are needed, especially for sectors on the front lineof climate change such as agriculture.

Population growth and food security
The consequences of global population growth coupledwith environmental degradation, resource scarcity, changing
societal expectations, and geopolitical threats require
careful reconsideration of global food systems, balancing
expected population growth to 10 billion people by 2050
with preserving and restoring ecological landscapes.
To meet the growing food demand alone, the agricultural
sector will need to increase production by 60% in the sametime frame. The transition to a more resource-efficient,environmentally friendly, and low carbon agricultural system
can only be achieved through meaningful partnerships
between the agricultural and food industries, theemployment of sustainable farming techniques, and theadoption of digital and technological innovations. Crop
yield optimization through more efficient fertilizer use andlower water consumption is essential. Fundamentally, theworld needs to produce more and better while utilizing
fewer resources.
Growing sustainability awareness has impacted consumer
behaviour, particularly in high-income economies,
characterized by a shift to more sustainable and plantbased alternatives. This trend, however, is counterbalanced
by increased global demand for meat-based nutrition indeveloping countries driven by economic prosperity and a
growing middle class.

Water stress
Freshwater is critical for all aspects of life and the economy,such as growing our food, producing goods we need, anddrinking water. Many of the world's critical water systems
have become stressed, resulting in disruptions in key
infrastructure like power generation, industrial production,and threatening food security as agriculture consumes
more water than any other source and much is wasted
through inefficiencies. Climate change is altering patternsof weather and water around the world, causing shortages
and droughts in some areas and floods in others. At thecurrent consumption rate, this situation will only get worse,
which will have detrimental impacts on food security, human
lives and industrial productions, especially in water stressed
areas. Solutions have to come from all sectors to conserveand restore waster ecosystems that we rely on.

Soil degradation
Soil degradation affects global food security with significant
environmental implications. At present, it is estimated that
more than a third of the earth’s soil is degraded, primarily
due to soil erosion, nutrient depletion, loss of biodiversity,and pollution. With poor farming techniques exacerbating
the problem, many farmers are now focusing on soil
health and regenerative agriculture by adopting sustainable
farming techniques that improve soil structure, increasecarbon sequestration, and promote biodiversity.

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our operating environment continued
Digital and technological innovations
Digital innovation and technological transformation
significantly impact all aspects of the economy, frommanufacturing to energy to food production. The useof advanced technologies such as precision agriculture,
the Internet of Things (IoT), big data and analytics,
and automation enable farmers and food companies tomake better decisions, improve safety, energy efficiency,
production productivity, and optimized fertilizer usage. Froma transparency perspective, digitalization allows for greater
traceability in the value chain, enabling consumers andbusinesses to track origin and journey of products aswell as environmental and social impacts of everything
they consume.

Geopolitics
The ongoing war in Ukraine has had a significant impact
on the global economy, from the energy crisis in Europe
to global food and fertilizer shortages. Russia and Ukraine
both constitute major contributors to global grain productionand export, and Russia is a leading producer and exporterof fertilizers and natural gas. The direct impacts of the
war range from supply shocks and disruptions to an
unprecedented surge in the prices of raw materials, such as
natural gas in Europe. Accordingly, a shift in global energy
and material trade flow is expected in the coming years.

Risks and opportunities fromthe megatrends
Analyzing megatrends helps us identify opportunities in key
sectors such as agriculture, transportation, and industrial
production, as well as the major risks that require ourattention by implementing mitigating actions.

Opportunities-

Development of resilient food, fuel, and feedstock
systems by expanding the product offering ofsustainable, and resource-efficient solutions-

Increasing focus on regenerative agriculture andsoil health, which requires expertise, knowledge,
and technology that combines carbon sequestration,
biodiversity, and resource conservation with optimal
fertilizer usage-

Increasing demand for sustainable fuel and feedstock
solutions, which leads to diversification of gas supplies,
reduced dependence on finite resources, and improved
energy security-

Expansion of collaboration and information-sharing
to promote greater transparency and more efficientdecision-making across the entire supply andvalue chain

Risks
-

Disruptions and other physical impacts on ouroperations, value, and supply chain, resulting fromclimate change, extreme weather events, heat stress,
and water scarcity-

Changes in customer preferences, societal expectations,and the regulatory environment, resulting in decreased
demand for our products and increased operational andenvironmental costs-

Increasing competition for finite resources, leading tohigher price levels and increased geopolitical tensions-

Slow transition from fossil fuels to clean energy sources,
leading to continued dependence on fossil fuels andmissed opportunities for investment in clean energy,
increasing production cost, and loss of customers

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our strategy
Our mission is to drive thedecarbonization of food, fuel,and feedstock. We produce anddistribute hydrogen and nitrogenbased products, providing low
carbon fertilizers, fuels andrestiorfeedstockquid
toutagricultural,transport
dolest unt qui untibus sim ex estrumqui que dorehendamlacestand industrial
customersaroundvoloratem ius aut liquasp eribus id quatum.
the world.

OCI's integrated
growth strategy

Veliquia et etum v
res dolectusda ipsape sapit enienet fugianihil
Our integrated
growth strategy
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Our strategic choices are built on our ambition to
Ut endelisque cullesequas
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power a cleaner
futureutsooner
by revolutionizing
doloremquas
aturenergy intensive industries through value-creating
qui verum cones
solutions. They are the foundation for our balanced
magnam volupta aut porior
top-and-bottom-line
growth,and aspositionus toinvelestium
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et, od quidi
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decarbonize food,
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and
feedstockthroughtemperis pro e
cleaner products
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Sustainable long-termvalue creation
Value-driven capital
allocation, maximizing free
cash flow

Strategic
assetsGrowing strategic asset
network, operational
excellence and safety
cultureCommercial
excellence

Hydrogenat our core
Ammonia andmethanol as excellent
hydrogen carriers

Logistical anddistribution reach,winning customers,
maximizing value

Sustainable
benefits

Engagedorganization

Decarbonization
solutions, corporate
citizenshipEmpowered, result
oriented, entrepreneurial,
and agile workforce, hiring
the best talents

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Corporate Governance

Performance Statements

Other Information

Appendices

Our strategy continued
Hydrogen at our core

Capitalizing on the hydrogen opportunity

OCI is building a sustainable
company for the future that drives
the global transition to a hydrogen
economy.

Growth in hydrogen demand driven key OCI sectors1
EJ
78
10x
green H2

In a decarbonized world by 2030, hydrogen demand
could grow up to 10-fold, supported by drop in
production costs and regulatory push to address
climate change.

922Power Generation, Buffering
Transportation

28
8

2015

10

2020

14

2030

2040

11

Building Heating and Power

16

Industry Energy

9

New Feedstock (CCU, DRI)

10

Existing Feedstock Uses

2050

Supportive Regulatory Environment
US passed the Inflation Reduction Act (IRA) which includes significant subsidies for blue and greenhydrogen development, e.g., up to $3/kg of green hydrogen and up to $85/tCO2 CCS tax credits in addition
to other renewable and clean tech investment and production tax credits
REPowerEU plan’s aim is to rapidly reduce dependence on Russian fossil fuels by 2027, requiring
significant expansion of renewable energy shares in the electricity, transport and heating sectors
Renewable Energy Directive and FuelEUMaritime provides mandates for low carbon and renewable
fuelsSouth Korea and Japan to announce Clean Hydrogen Certification & incentive program in 2023
Several governments announced hydrogen subsidies and grant programs, such as Germany’s
H2Global initiative for green hydrogen imports, consisting in a €2bn strategy to support electrolyzer
projects abroad
1

Subject to supportive regulatory environment, subsidies, technology advancements and national environmental targets.

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About Us

Our Performance

Risk Management

Our
Our strat
strategy continued

Corporate Governance

Performance Statements

Other Information

Appendices

Hydr
Hydrogen at our core continued

As hydrogen carriers, ammonia andmethanol can decarbonize
approximately 90% of today’s
greenhouse gas emissions acrossour end markets of agriculture, fuel,and feedstock, in addition toindirect markets in power andwaste (see also page 42).
OCI opportunities: ammonia and methanol
are the only hydrogen carriers capable ofdecarbonizing our key sectors
Global GHG
emissions

Agriculture

Fuel

Feedstock or
Energy carrier

Our two core products – ammonia and methanol – represent
more than 50% of grey hydrogen use today and are key
products to accelerate the transition to a hydrogen economy.

• Their respective energy densities are higher thanhydrogen’s,

Although most countries are working towards developing ahydrogen economy, it is not feasible
to produce sufficient hydrogen to meet expected demand given
limitations on renewable energy power in many regions,
including Europe. This means that hydrogen will need to betransported over long distances, but as hydrogen needs to becooled down to -252 degrees Celsius, this results in a huge lossof scarce green energy and the cooled hydrogen has
a very low energy density. However, ammonia and methanol are
the ideal energy carriers for several reasons:• They are easier to store with extensive global
distribution and storage infrastructure in place.

A Low carbon and renewable ammonia

20%• Enabler for low carbon agricultural value chain

10%• No CO2, SOx, or particulate emissions upon combustion• Needs less refrigeration(-33°C NH3 vs -253°C H2)30%• Green feedstock for chemicals and low-cost solution to transport H2• 70% higher energy density than H2• Direct use in power generation, e.g., co-firing in coal or gas turbines• They are widely used products, andOur end-markets cover food, fuel, and feedstock,
representing an opportunity to decarbonize approximately
60% of today’s global greenhouse gas emissions acrossagriculture, industry and transportation.
Our entrepreneurial track record means we have therelationships and global reach to drive change without
having to choose between sustainability and value
creation.

B Low carbon and renewable methanol• Effective and easier to handle than H2• Cleaner burning low carbon fuel in marine transport• Widely used in road transport• Versatile base chemicals with established routes to gasoline
and aviation fuels• Efficient and promising green feedstock for chemicals in many end-markets• 84% higher energy density than H2• Ideal fuel for power generation such as use in fuel cells or turbines for offthe-grid or emergency power generation

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Corporate Governance

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Our strategy continued
Hydrogen at our core continued
Marine fuel represents a substantial market opportunity for us•

Ammonia and methanol are the only practicalalternatives for long-distance shipping, even without
decarbonization technologies, since they have alower environmental footprint than heavy fuel oil(HFO).

•The existing footprint creates strategic potential forbunkering stations stopovers, with limited
investment for ammonia and methanol-fueled ship
engines.

•

Major ship owners, engine manufacturers and ports,
are all endorsing the use of methanol and ammonia
as the shipping fuel of the future.

•

Methanol use as a marine fuel is expected to start
accelerating significantly from 2023 onwards, when
the first large methanol-fueled container vessels arescheduled for delivery. Incremental demand ispotentially in excess of 3 million tons per year fromthe mid-2020's based on current orders, which issignificant in a globally traded market of around 30
million tons.

••

Ammonia burns cleanest when used as energy
source vs other fuels, therefore using blue ammonia
in a ship would potentially result in > 50% GHG
reduction.

OCI’s Network Located at Key Bunkering Hubs on Major Shipping Lanes

EBIC and EFC
are next to theSuez Canal which
represents ~12% of
global trade
Sorfert is ~1
day sailing from
Gibraltar, a major
bunkering hub

Major bunkering hubs (Houston,
Rotterdam, Fujairah, Singapore)

OCI production plants

Container ship capacity deployed(width relative to size)

Current Confirmed Methanol DF Engines Orderbook

Methanol As Marine Fuel Accelerating Exponentially
Incremental Methanol Demand From Marine Fuels, Mt

4%

1%
>3Mt

59%

35%

Maritime HFO fuel demand is expected to grow to~430 Mt by 2050, translating in ammonia andmethanol equivalents of 650 - 900 Mt while thecurrent combined global production is ~290 Mt.

1%

2022

2023/2024

Mid 2020's

22 vessels>50 vessels>120 vessels

TankerFerry

Container

Wind Support

Roro#Total Global Fleet growth

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Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our strategy continued

Our strategy continued
Long-term value creation

Hydrogen at our core continued
Hydrogen at our core continued

Our growth ambitions in the hydrogen economy
Our growth ambitions in the hydrogen economy

OCI’s competitive advantage

OCI’s competitive advantage

We areare aa global
global producer
producer ofof ammonia
ammonia andand methanol
methanol andand areare oneone ofof thetheWelargesttradersin
these
products.
largest traders in these products.

We are a global producer of ammonia andmethanol and are one of the largest traders•• We
We areare thethe only
only producer
producer with
with facilities
facilities andand extensive
extensive distribution
distribution andand storage
storagein
these
products.
capabilities
intheUnitedStates,Europeandthe
MENA
region.
capabilities in the United States, Europe and the MENA region.
We also
also benefit
benefit fromfrom several
several strategic
strategic geographic
geographic advantages,
advantages, including:including:
We

•
• Our
Our coastal
coastal assets
assets areare all
all locatedlocated on
on major
major global
global shipping
shipping lanes
lanes next
next toto keykey bunkering
bunkeringWeforbenefitfrom severalof
strategic
advantages,
including:hubs
thetransportation
renewable
fuels.
hubs for the transportation of renewable fuels.
•
all
our
assetsaccesstosolar
andenergy,• We
onlyhaveproducerwithfacilities andand we• Almost
Almostall areour theassetshave
accessto abundant
abundant
solarextensive
and windwinddistributionenergy, meaning
meaning
we
can
shift
to
a
renewable
production
process.
As
such,
we
can
play
a
key
role
storagecapabilities
in the UnitedStates,andMENA
can shift
to a renewableproduction
process.
As Europesuch, wecantheplay
a keyregion.
role inin
supplyingsupplying major
major hydrogen-deficit
hydrogen-deficit markets
markets such
such asas Europe
Europe andand Asia.
Asia.
• Our coastal assets are all located on major global shipping lanes next•
Our
Europeanassets,includinganammonia
importterminalin
Rotterdam,• Our European
assets, including
ammonia
import terminalin Rotterdam,areto key bunkeringhubs foran
thetransportationof renewablefuels. arestrategically
positioned
to
play
a
major
role
in
fulfillinghydrogenimportstrategically positioned to play a major role in fulfilling hydrogen import needs
needs asas
• Almost allup.
our assets have access to abundant solar and wind energy,
demanddemand ramps
ramps up.
meaning we can shift to a renewable production process.
In
ourplatform, OCI
HyFuels
is theplatform
In addition,
addition,
our fuel
fuel
HyFuels
the first
first commercial
commercial
platform totoAs such,weplatform,
can playOCI
a keyrole inissupplying
major hydrogen-deficit
providecustomers
withlow-carbonhydrogen-based
fuelproducts.
provide markets
customers
withfuel products.
such
aslow-carbon
Europe andhydrogen-based
Asia.

• Our European assets, including an ammonia import terminal in
Rotterdam, are strategically positioned to play a major role in fulfillinghydrogen import needs as demand ramps up.
In addition, our fuel platform, OCI HyFuels
is the first commercial platform to provide customers with low carbonhydrogen-based fuel products.

Our hydrogen strategy

Our hydrogen strategy

HWe
We aimaim toto be
be thethe global
global leader
leader inin cleanclean hydrogenhydrogen solutions.
solutions. Our
Our track-record
track-record inin projectproject
execution
allowsus
driveenergytransitionbybringing
large-scaleandinnovative
execution allows us drive energy transition by bringing large-scale and innovative
projects
projects online
online fast.
fast.

We aim to be the global leader
2 renewableOur
focusesonininstrategy
cleanhydrogenOurstrategy
focuses
on growing
growing solutions.  
in production
production capacity
capacity ofof low
low carbon
carbon andand renewablehydrogenhydrogen solutions,solutions, creating
creating value
value forfor stakeholders
stakeholders throughthrough commercial
commercial excellence,excellence,andenhancingcompetitivenessthroughoperational
excellenceandtransformation.
andenhancingcompetitivenessthroughoperational
excellenceandtransformation.
Our track-record in project execution allows us to drive the energy transition byWith
oursolutions,
we
our
to
bringing
large-scale
and innovative
projects
online fast.
With
our sustainable
sustainable
solutions,
we enable
enableour customers
customers
to reduce
reduce their
their GHG
GHG emissions,emissions,fromagriculturetochemicals,
consumergoods,
transport
tomarineshipping.
fromagriculturetochemicals,
consumergoods,
transport
tomarineshipping.
Our strategy focuses on growing in production capacity of low carbon
Weand
focus
on technologies
technologies
thatare market
marketready (at
(at
least
TRL
8 and
and above),
above), we
we thenthenrenewablehydrogensolutions,creating
value
forstakeholders
We
focus
on
that
are
ready
least
TRL
8
move
themcommercial
through thetheexcellence,
pipeline at
at speed:
speed:
throughand enhancing competitiveness through
move
them
throughpipeline

operational excellence
and transformation.
•• Green
Green pathway
pathway –– producing
producing hydrogenhydrogen fromfrom water
water electrolysis
electrolysis using
using renewable
renewable
electricity.
electricity.

•• BlueBlue pathway
pathway –– producing
producing low
low carbon
carbon hydrogenhydrogen by
by capturing
capturing CO
CO22 emission
emission fromfrom thetheataremarketready(attomarineshipping.
We
focus
on
technologies
thprocesstobesequesteredingeologicalstorage.
process to be sequestered in geological storage.
least technology readiness level (TRL) 8 and above), we then move them through the•pathway –– producing
renewable and recycled hydrogen and derivatives from• Circular
Circularpipelinepathway
at speed: producing renewable and recycled hydrogen and derivatives fromchemicalrecyclingof
waste
feedstocks
chemical recycling of waste feedstocks either
either throughthrough biogas
biogas oror gasification.
gasification.
Partnershipswith
leadingtechnology
licensors,
engineeringandconstruction
Partnershipswith
technology licensors, engineering and construction companies,
companies,
renewable leading
electricity.
project
developersand
value
project developersand value chain
chain playersare
playersare key
key toto realize
realize ourour ambitions.
ambitions. More
More onon ourour- Bluepathwaypage– producing
low carbon hydrogen by capturing CO2
growthprojectson[XX].
growth projectson page [XX].
emissions from the process to be sequestered in geological storage.

- Circular pathway – producing renewable and recycled hydrogen andderivatives from chemical recycling of waste feedstocks either throughbiogas or gasification.
Partnerships with leading technology licensors, engineering and construction
companies, project developers and value chain players are key to realize ourambitions. More on our growth projects on pages 49 - 52.

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Introduction

About Us

Our Performance
Our Performance

Risk Management
Risk Management

Our
strategycontinued
continued
Our strategy

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Corporate Governance

Performance Statements

Other Information

Appendices

Corporate Governance

Performance Statements

Other Information

AppendicesOur
strategy
continued
Sustainablelong-term valueambitions
creation
OCI’s
growthinLong-term
value creation
OCI’ssustainablegrowthambitionsin thethe hydrogenhydrogen economy
economyCommitted
toa
distribution
component
linkedflow
Long-term
valuebasecreation
OCI’s
growthambitionsin thehydrogeneconomyCommittedsustainabletoa consistentconsistent
base
distribution andand aa variablevariablecomponent
linked toto freefree cash
cash
flow toto shareholders
shareholders
Committed
to a consistent base distribution and a variable component linked to free cash flow to shareholders
Having achieved our net leverage goals in 2021, weStrong balance sheet

Havingour netgoals
in 2021,balanceachieved
the availability
ofleveragefunds andexcessfree wecash flows
balanceavailabilityof funds andexcessfreevalue
cash flows
to returnthe
capitalto shareholders
while
pursuing
Havingachieved
ournetandleveragegoalspursuing
inopportunities.
2021,value
wetoreturncapitaltoshareholders
accretive
sustainability
otherwhile
growth​balanceavailability of
funds
and
excessfree cash flows
accretivethe
sustainability
and
other
growthopportunities.
​
tocapitalto shareholders
while
pursuing
valuea base
Ourreturncapitalreturns
policy (see page259)
combines
accretive
sustainability
and
other
growthopportunities.
​
Our capital
policy(see[page
combinesbase
dividendof returns
USD 400
millionperyear xxx])
distributedon aasemidividendof USD
million component
per year distributed
annualbasis,
with400a variable
linked toon a semiOur
capitalreturns
(see
[page
xxx])
combinesa baseannualbasis,
withapolicyvariablecomponent
linkedtothegenerationof free
cash
flow.
​
dividendof USDof400
per year
distributed on a semithe generation
freemillion
cash flow.
​
annualbasis, component
with a variable
linkedto
The variable
cancomponent
be in the formof repayments
thegeneration
of
free
cash
flow.
​
The
variablecomponent
can
be
in
the
form
of
repaymentsof capital, dividends or share buybacks and is based onof capital,
dividends
or sharebuybacksfor
andis basedon
surplus
freecash flows
after providing
growthCapEx
Thevariablecomponent
can bein the formof repayments
surplus
free
cash
flows
providingfor growth
CapEx
and
base
dividends.
​ afterofcapital,dividends orandbase dividends.
​ share buybacks and is based on
surplus
free cash
after
providingfor growth CapEx
Going forward,
theflows
policyis subject
to maintaining
an
and
base
dividends.
​
Going
forward,thecredit
policyis subject
maintaining
investment
grade
profilewith toa targetof net anleverage

investment
grade credit
profilea targetof net leverage
below
2x throughthe cycle,
andwithbalanceavailabilityofGoing
thethepolicysubject
to maintaining
anof
below
2x throughcycle,
anddistribution
balanceavailability
funds forward,
andexcess
FCF
forisprofit
to shareholders
investment
grade
creditprofilewitha target toofnetleveragefunds
and excess
FCF
for
profitsustainability
distribution
shareholders
while pursuing
value
accretive
and
other
below
2x
throughtheaccretive
cycle, andbalance availabilityofwhile pursuingvaluesustainability
and othergrowthopportunities.​
funds
and
excessFCF
forprofitdistribution
toshareholders
growth opportunities.​
while
value
accretive sustainability
andtootherTotal pursuing
cash returnto shareholders
with respect
FY 2022
growthopportunities.​We
focus
ontovalue
maintaining
strong capitalwill amount
EURcreation
7.05 perandshare,
approximately
discipline
when pursuing sustainability and other growth
USD
1.5 billion.
We
focus on value
creation andmaintaining
strongcapitalopportunities
with >12-14%
thresholdunleveredIRR.
​
discipline when pursuing sustainability and other growth
opportunities
withto>12-14%threshold
IRR.
Total cash returnshareholders
withunlevered
respect to
FY​ 2022

will amount to EUR 7.05 per share, approximately
Total
cash
return to shareholders with respect to FY 2022
USD 1.5billion.
will amount to EUR 7.05 per share, approximately
USD 1.5 billion.

Maintaining
Investment
andMaintainas priority, targetof <2x net Gradeleverage Profile
through thecycle
Maintaining
Investment
Grade Profile
and>SupportingstrongFCF
andan
investment
grade
ratingTarget of <2x Net Leverage Through the Cycle
Targetof <2x Net
LeverageGrade
ThroughtheandCycle
Maintaining
Investment
ProfileBalanced deployment of capital
Balanced
deployment Throughof capital the Cycle
Target of <2x
Net Leverage
Balanced deployment of capital

Invest in growth Balanced deployment of capital
Capital returns to shareholders
Invest intogrowth
Capital Invest
returnsintogrowthshareholders
Capital returns
shareholders
CapEx-advantaged
growth(hydrogen / energy
Investin growth
CapEx-advantaged
growth(hydrogen/ energytransition and othergrowthopportunities)
transition
andother growth
opportunities)
Based
dividendof $400
millionCapEx-advantaged
growth (hydrogen / energy(paidfuturesemi-annually)
To grow
FCF potential
transitionand othergrowthopportunities)
To grow future FCF potential

distribution
Capital Basereturns
to shareholders
Base distribution(paid semi-annuallyin April and October)
Investinvalue
accretive(paid semi-annually in
April andESG
October)and othergrowthopportunities
Base distribution%(paidof surplus
FCF as special
or insemi-annuallyin Aprildistribution
and October)% of surplus
FCF ofas sharespecialdistribution or in
the formbuybacks
the form of share buybacks
Variable component
To FCF
growasfuture
potential
Tolinkedgrow tofutureFCF
potential%ofsurplusspecialdistribution or in
FCF generation
Leverage Targets Achievedof Below 2x Through the Cycle
the form of share buybacks
Leverage Targets Achieved of Below 2x Through the Cycle

Net Debt ($ million)
Net Debt ($million) Achieved of Below 2x Through the Cycle
Leverage
Targets
Net Debt ($ million)
4.3x

Accelerated deleveraging 2021-2022
Accelerated deleveraging 2021-2022

4.3x
3,730

Accelerated deleveraging 2021-2022

5.4x
5.4x
4,062
5.4x
4,062
4,062

3,730
4.3x
3,730

2,221
2,221
0.9x
0.9x
2,221

2019
2019

2020
2020

2021
0.9x
2021

2019

2020

2021

1,159
1,159
0.3x
0.3x
1,159
2022
0.3x
2022

2022

Annual Report 2022

27

Annual Report 2022

Annual Report 2022

27

25

Introduction Introduction
About Us

About
Our
UsPerformance
Our Performance
Risk Management
Risk Management
Corporate GovernanceCorporate Governance
Performance Performance
Statements Statements
Other Information
Other Information
Appendices Appendic

Our Ourstrategy
strategy
continued
continued
Strategic Strategic
assets assets
OperationalOperational
excellenceexcellence
and low carbon
and low
growthcarbon growth

Our strategy starts
Our strategy
with a strong
starts withfocusa onstrongour strategic
focus on our strategic
assetbase that
asset
enablesbase usthat
toandenableshavelowanus
optimized
to have growth
ancost
optimized cost
Operational
excellencecarbonOur strategy
startsa strong
focus
on
our
strategic
assetbase that
positionthroughpositionthewithcyclesthroughandtheposition
cyclesusandtoposition
captureus
theto capture
the enables us to have an optimized cost position through the cycles and position us to capture the hydrogen opportunity.
hydrogen opportunity.
hydrogen opportunity.

Optimizing our asset reliability

Optimizing
Optimizing
our asset
ourreliability
asset reliability
andandand energy
efficiency
energy efficiency
energy efficiency

Decarbonizing
Decarbonizing
our ownour
asset
own
and
asset
growing
and growing
lowlowand growing
lowcarboncapacity
carbon capacity
carbon capacity- We have a young asset base that, on average, can achieve better
Growing from grey to green:We
have a- young
We have
asset
young
that,
asset
on baseaverage,
that,
can
onand
average,achievebettercan achieve(1) gas-better (1) gas(1) gas-conversion(2)abasehigheron-streamtimes,(3) needs
lower
Growing fromGrowing
grey
to green:fromto green:- Focusongreygrowing
our sustainble product portfolio, including
conversion(2)
conversion
higher on-stream(2) higher
times,
on-streamand (3)times,
needsandlower(3)maintenanceneeds lower maintenance
CapEx
CapEx
maintenanceCapExversusolder
plantsdecarbonizedammoniaandmethanoltodecarbonized
capitalize
the hydrogen- Focus on growing- Focusourongreengrowing
product
our green
portfolio,
product
includingportfolio,
includingon
decarbonizedammoniaammonia
versus older plants
versus older plants
opportunity
andenergytransition(see pages
14 - 16)- The young asset base together with a globally competitive position
andmethanolandtocapitalize
methanolontothecapitalizehydrogenontheopportunityhydrogenandopportunity
energytransition
andenergytransition- The young- asset
Thebaseyoung
togetherasset basewithtogether
a globallywith
competitivea globallypositioncompetitive
with position
access with accesswith access to cheap feedstock result in our strategic advantages:
Continue
pursuelow/smartCapEx
projects
opportunities- Continue to- -pursue
Continue
low/smart
toto
pursueCapEx
low/smartprojects
CapEx
andopportunities
projects
and andopportunities
to achieveto achieve
to cheap feedstock
to cheap
resultfeedstockin our strategic
result in advantages:
our strategic advantages:◦ We are competitively positioned in the first quartile of the global
our2030
GHG
reduction
targetbybalancing
2030
(see
pages
52),ourto GHG
achieve
our GHG reduction
ourtargetreductionbytarget
(see
by
page
2030
31),
(see
while
page
31), whilewithbalancingour 44 -with◦ We are competitively◦ We are competitively
positioned in positioned
the first quartilein theof
firstthequartile
global costof thecurve,
global cost curve,
cost curve, with sustainably low levels of maintenance CapEx
whilebalancingwith our commitment to deleveragecommitment tocommitment
deleverage
to deleverage-with sustainably
withlowsustainably
levels of CapEx
low levels of CapEx-

the industry
industry
costindustry
curvemoves
moves
up,
our
cost
advantageis◦◦ As
As the◦ Ascost
thecurve
cost curve
up,
our
moves
cost
advantageup,
our cost
is advantage
increasing
is increasing
increasing

Going forward,- Going
we willforward,optimize
we ourwill energy
optimize
efficiency
our energy
andefficiency
utilizationand
rates
utilization
torates to-Grow our -asset
footprint
ourasset
in areas
footprint
with optimal
in areassustainablewithoptimalfeedstocksustainable
positionsfeedstock positions- Grow
Grow
our
asset
footprint
in areaswith
optimalsustainable
and proximityand
toend-customers
proximity
to end-customers
feedstockpositionsand proximity to end-customers-

For more information- For moreon
information
our sustainability
on our sustainability
and hydrogenandstrategy,hydrogenpleasestrategy,refer please refer- improve
Going forward,
we will
optimize
our energy
efficiency
and- For more information on our sustainability and hydrogen strategy,energyimproveintensity
energyand intensity
operatingandrates
operatingfororganic
rates
volumefor organic
growth,volumeas well
growth, as wellto the hydrogento theandhydrogensustainability
and sustainability
sections
sections
utilization
to improveenergyintensityand operating
rates fordowntime
please refer to the hydrogen and sustainability sectionsasimprove rates
reliability
as improveandreliability
reduceplannedandreduceand unplannedplannedanddowntime
unplanned
organic volume growth, as well as improve reliability and reduce◦ We estimate◦ upside
We estimate
potential
upsideof anpotential
additional
of an
1 MTA
additionalof production
1 MTA ofcapacity
production capacity
planned and unplanned downtime
through thesethroughimprovements
these improvements

Driver of improving
FCF generation

Driver of improving
Driver of improving
FCF generation
FCF generation

Driving decarbonization
through the hydrogen economy

Driving decarbonization
Driving decarbonization
through thethroughhydrogenthe hydrogen
economy economy

26 2022
Annual ReportAnnual
2022 Report27

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our strategy continued
Commercial excellence
Our integrated and centralized commercial platform willcontinue to capitalize on our strategic global reach,
implement our disciplined commercial model, and grow ourtrading activities to deepen our market penetration andenhance our netback pricing globally.

NitrogenMarket opportunities-

Broad market opportunities are arising for low carbon
ammonia (blue and green), as the next wave of industry
growth will be driven
by newsuch as theIntroduction
About
Us applications
Our Performance
power sector in the near to medium-term and marine
fuels longer-term, generating +25 Mt of additional
demand for ammonia by 2030, +40 Mt by 2035, on
top of expected demand for the decarbonization ofexisting applications.
- Key trends in our core markets:◦ The European
nitrogen industry
is under pressure
Commercial
excellence
continued
from the energy crisis and increasing environmental
cost (e.g. from ETS’s free allowances being phased
Methanolout until ~2035), driving local supply rationalization
combinedwith a new wave of market consolidation
Marketopportunities
and increasing ammonia imports.
- Methanol demand is expected to rebound in 2023
◦ Due to the introduction of EU's Carbon Borderon the back of China re-opening, also resulting in
Adjustment Mechanism (CBAM), imports with low
higher methanol-to-olefins (MTO) operating rates whichcarbon intensity can benefit from lower CO2 levy.
have been low. Lower energy prices are also boosting◦ In the United States, the recent introduction ofindustrial demand.
the Inflation Reduction Act (IRA) is sparking large- There is potential meaningful upside from demand forinterest in blue ammonia, that will drive up thehydrogen fuels, notably as a cleaner alternative for roadcompetitiveness of US nitrogen production versus
and marine fuel applications:hydrogen deficit markets such as Europe and East
◦ Demand from the European vehicle fuels markets
Asia. OCI's Texas Blue Ammonia 1.1 Mta project willcontinues to grow, with increased demand for direct
be the first large scale-blue plant to come online
blending of green methanol and bio-MTBE.
◦ Incremental demand from the maritime sector is
expected to be more than 3 mtpa by the mid-2020's
based on current orders from the container vessel
segment alone.
◦ We are also encouraged by the recent orders fromin the US, at least two to three years ahead ofother projects.
◦ Asian markets are also facing major transformationsin the ammonia space:• East Asian power companies, stimulated bygovernments in Japan and South Korea, are
Only ammonia
kick-starting low carbon ammonia imports forimport terminal inpower generation, an application expected torepresent >10 million Mta of demand growth inPort of Rotterdam
this decade, and 4-5x incremental demand by2035 depending on technological advancements
in increasing ammonia requirements from 20-30%
in co-firing power generation.
• Singapore is expected to become a strategic
Risk Management
Corporate
Governance
Performance Statements
Other Information
Appendiceslocation for ammonia
in theregion and a leading
hub for low carbon ammonia in marine fuel.
◦ Strategic growth markets for traditional nitrogen
Our strategy
applications such as Latin America, Oceania, SouthEast Asia and Africa will also continue to drive- Our renewed commercial strategy aims to capture
significant demand.
growth opportunities by securing demand through- There are significant barriers to entry for building new
downstream partnerships, optimizing supply chain
Our strategy
Global production
low carbon ammonia plants especially for new entrants,
synergies, enhancing logistics, and diversifying
Sole producer with- withSustainable
our methanol
businessis built
the needgrowth
to havefor
long-term
offtakeagreements
#2
in
the
1
Mt portfolio with sustainable andour~3.3
product
facilities in both thedecarbonization
acrossfuel
and feedstock.
Wefor
United States
toon
securefinancing andlarge
investments
neededOf
total currentproducts,
commodity+
backed by agronomy
andUnited States andare evaluating
gasification
opportunities
to produce
ammonia
logistics
infrastructure.
OCI alreadyhas inowned
capacitybranding
capabilities.
#1 in Europe
Europe leading tomethanolacross its production
facilities toplatform
continue toplace
an establishedammonia commercial- OCI is well-positioned to capture aforementioned
enhanced netbacks
grow
its
marketleading
position
in
green
fuels
and
with essential infrastructure at key export hubs, and ismarket opportunities and reinforce its leadershipfeedstocks.
In addition
to gasification,
continuetoexpandingammonia
importthroughput wecapacity
at ourGlobaldistribution,with extensive
positionin key regions,by investing in expansion
expand ouraccess to biogas in the United States
Rotterdam
terminal.
import/ export infra
with networkof
mid-stream
infrastructure(e.g., our import terminal
through
upstream
partnerships.
facilities areready
to reach Europe, the United Statesin- The
ammonia/ nitrogenmarkets Our
are expected
to befootprint), product portfolio diversificationLeader
and selective
to import
renewable
andnew
biogenic
and Asia and centralized commercial,Hydrogen Fuels
2 to
tight
over 2023- 2027hydrogenwith limited
majorCOgreenfielddownstream positions in strategic markets.
produce e-methanol.
with experienced senior traders incapacities
coming online, and good visibility on new- In line with our strategy to provide solutions for a cleaner- supply
Our HyFuelsis alagpioneer,thefromworld’smethanol and petrochemicals
given abusiness
4-6 years’
to buildbeinga plant
future, we continue to expand and strengthen our global
largestproducerofgreen
methanolandaleaderindesign to commissioning. Merchant ammonia demand is
Hydrogenadvantage
methanolideally
positioned
DEF/ AdBlue
platform,witha productthatoffersthe only
bio-methanoltransportation
fuels
applications.
expected
to exceed
supply from2023
- 2026. We aim
to capitalizeon thehydrogeneconomyfor
as heavy
a hydrogen
viableoption foremission
abatement
vehiclesto become the first large-scale commercial platform
liquidWecarrierin the foreseeable future.
also started promotingwith low-carbon and renewable hydrogen-based fuel
ISCC PLUS certified green fertilizers in Europe.
products, leveraging:◦ Capability to produce green methanol and its
derivatives in addition to offering RNG directly into
US transportation markets
Annual Report 2022
27
◦ Portfolio of renewable natural gas located in the

Our strategy continued#3 in nitrogencapacityIntroduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our strategy continued
Commercial excellence continued
MethanolMarket opportunities-

Methanol demand is expected to rebound in 2023
on the back of China re-opening, also resulting inhigher methanol-to-olefins (MTO) operating rates whichhave been low. Lower energy prices are also boosting
industrial demand.
- There is potential meaningful upside from demand forhydrogen fuels, notably as a cleaner alternative for roadand marine fuel applications:◦ Demand from the European vehicle fuels markets
Introduction
About Us
Our Performancecontinues to grow, with increased demand for direct
blending of green methanol and bio-MTBE.
◦ Incremental demand from the maritime sector is
expected to be more than 3 mtpa by the mid-2020's
based on current orders from the container vessel
segment alone.
◦ We are also encouraged by the recent orders from
Commercial
excellence continued
non-container segments, underscoring significant
potential demand growth from non-consumer
Methanolfreight segments.
- There are limited new methanol greenfield supply
Market opportunities
additions in the near/medium term, and we continue to- expectMethanoldemandis expected
rebound in 2023
tightermethanolmarketto
fundamentals
over the
on
the
back
of
China
re-opening,
also resulting inperiod 2023 through 2027.
higher methanol-to-olefins (MTO) operating rates whichhave been low. Lower energy prices are also boosting
industrial demand.
- There is potential meaningful upside from demand forhydrogen fuels, notably as a cleaner alternative for roadand marine fuel applications:◦ Demand from the European vehicle fuels markets
continues to grow, with increased demand for direct2
blending of green methanol and bio-MTBE.
◦ Incremental demand from the maritime sector is
expected to be more than 3 mtpa by the mid-2020's
based on current orders from the container vessel
segment alone.
◦ We are also encouraged by the recent orders from
non-container segments, underscoring significant

Our strategy

Global production~3.3 Mt Of total
current owned capacity

1 #2 in theSole producer with
Sustainable growth for our methanol business is built~3.3 Mt1
facilities
in both theon decarbonization across fuel and feedstock. We
United States
Of total current
UnitedStatesandare evaluating gasification opportunities to produce
owned capacity#1 in Europe
Europe leading tomethanol across our production facilities to continueenhanced netbacks
to grow our market leading position in green fuels
and feedstocks. In addition to gasification, we continue
Global distribution, with extensive
to expand our access to biogas in the United States
import / export infra with network
through upstream partnerships. Our facilities are readyto reach Europe, the United States
Leader in
to import renewable hydrogen and biogenic CO2 toand Asia and centralized commercial,Hydrogen Fuels
produce e-methanol.
with experienced senior traders in
Global production- Our HyFuels business is a pioneer, being the world’s
methanol and petrochemicals
Sole producer with facilities in bothlargest producer of green methanol and a leader
Hydrogen advantage with methanol ideally positioned
in green methanol transportation fuels applications.
the UnitedStatesand Europe
to capitalize on theOther
hydrogeneconomy as a hydrogen
Risk Management
Corporate Governance
Performance Statements
Information
AppendicesWe aim to become the first large-scale commercial
leading toenhanced
netbacks
liquid carrier
platform with green and renewable hydrogen-based fuelproducts, leveraging:
1
Includes 50% of Natgasoline capacity and 365ktpa of ammonia◦ Capability to produce green methanol and its
Globaldistribution
capacity
at OCI
Beaumont
derivatives in addition to offering RNG directly intowith extensive import / export
US transportation markets
infra with network to reach◦ Portfolio of renewable natural gas located in the
Our strategy
Global production
Europe, the United States andUnited States
Sole producer with
- ◦Sustainablegrowth forwith
our extensive
methanol businessis export
built
#2
in
the
1
Global distribution
import andAsia~3.3andMt centralized commercial,facilities in both theon decarbonization
acrossfuelcapabilities.
and feedstock.
We in
United States
infrastructure andlast mile
Terminals
Of
totalexperienced
current
withsenior tradersin States andUnitedareTexas,
evaluating
gasification
opportunities
to produce
the UKand Europe
with our main
hub andowned capacity#1inEuropemethanol and petrochemicalsEurope leading tomethanolacrossits production
to ofcontinue
toblending
operations
located facilities
in the Port
Rotterdam.
enhanced netbacks
grow its market leading position in green fuels andfeedstocks. In addition to gasification, we continue to
Global distribution, with extensive
expand our access to biogas in the United States
import / export infra with network
through upstream partnerships. Our facilities are readyto reach Europe, the United States
Leader in
to import renewable hydrogen and biogenic CO2 toand Asia and centralized commercial,Hydrogen Fuels
produce e-methanol.
withexperienced
senior traderswithinHydrogenadvantage
methanol- Our HyFuels business is a pioneer, being the world’s
methanol and petrochemicals
ideally positioned to capitalize on thelargest producer of green methanol and a leader inHydrogen advantage
withasmethanolideally positionedhydrogeneconomya hydrogenbio-methanol transportation fuels applications. We aim
to capitalize on the hydrogen economy as a hydrogenliquid carrier
to become the first large-scale commercial platform
liquid carrier
with low-carbon and renewable hydrogen-based fuelproducts, leveraging:
1
Includes 50% of Natgasoline capacity and 365ktpa of ammonia◦ Capability to produce green methanol and its
capacity at OCI Beaumontderivatives in addition to offering RNG directly into
US transportation markets
Annual Report 2022 28◦ Portfolio of renewable natural gas located in the-#2 in theUnited States#1 inEuropeOur strategy continued“ Our facilities are ready toimport renewable hydrogenand biogenic CO toproduce e-methanol.”

Leader in Hydrogen Fuels

United States

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our strategy continued
EngagedEngaged organization

Our Human Capital strategy
The Human Capital strategy supports our integrated
growth strategy by delivering an inclusive, agile and highperforming organization. With engaged and diverse teams,
by acquiring the best talent in the market and developing,
Human
Capitalengaging,
motivating,rewarding and retaining them.

Leadership

Support the OCI Strategy b
Our culture and behaviors enable the business to operate
agile, high performing or
locally and globally with trust, consistency and speed.
diverse teams, acquiring t
developing, engaging, motiv
We use our DNA to configure our Human Capitalretaining them.
programmes, to support the value creation engine thatdelivers our business growth. The maturity, cohesion andimpact of our Human Capital programmes is improving as
we configure them with our DNA at their heart; improving
engagement, capability, performance and productivity.

OCI
Culture(our DNA)
CARE
ValuesDiversity& Inclusion

Enterprise mindset/ Culture of accountability
empowerment

CultureStrategic
Workforce Plan

Organisation
DesignEmployeeservices

Data Analytics

Employee Value
Proposition

Human
CapitalProgrammes

Performance
Management

Creating
conditions
for high
performance

OCI Value
Creation
EngineTransactional

Human

Onboarding
Commercial

The insights on how we create value as a business help
to guide, motivate and engage our employees and enables
them to focus on the right priorities and ways of working tocreate long term sustainable value for our stakeholders.

One OCI
Behaviors

Engagement

Reconciling
Shareholder &Stakeholder
value

Motivation
Reward &Recognition

Collaboration &Engagement

Working withpurposeTalentManagement

Competencies

Succession
Learning &Development

Annual Report 2022

29

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Our strategy continued
Sustainable benefits
Our sustainability strategy
We are committed to sustainability principles, with environmental, social, and governance matters fully integrated into our strategic objectives and executive compensation. Our Board of
Directors is collectively responsible for sustainability and has mandated our Executive Directors with direct day-to-day oversight on these matters.
As a leader in our industries, we are cognizant of our responsibility to encourage sustainable practices in our policies, operations, supply chains, and communities. We are committed to our
purpose of cultivating a sustainable world and believe our products are essential to achieving cleaner transportation, lower carbon industrial processes, and global food security. We havealigned our strategic priorities to create sustainable long-term value for all our stakeholders—our customers, our employees, our communities, and our shareholders—and develop a greener
future for the world. Below, an overview of our sustainability strategy is shown. We refer to Environmental performance, Social performance and Governance performance for a description of ourperformance during the year.
ENVIRONMENTAL
Climate change action

Water in our operations

Committed to 20% GHG intensity
reduction by 2030 compared
to 2019 and carbon neutrality
by 2050

Committed to zero
freshwater consumption
in our water stressed sites from2023 onwards

SOCIAL
Diversity & inclusion in ourown workforce

GOVERNANCE
Robust governance, reportingand compliance framework

Health, safety & wellbeing

Committed to 25%
female senior leadershipby 2025

Target zero injuries
at all facilities

Compliant with
CSRD requirements

Committed towards
implementation of
our Compliance
Framework globally

100% purchased
electricity fromrenewable sourcesfrom 2030 onwards-

Leading player in sustainableagricultural and fuel solutions-

Uniquely positioned to enable
the energy transition fortransport, feedstock, andindustrial applications-

Delivering rapidly throughoperational excellence
while leveraging strategic
partnerships for longterm projects-

Understand and mitigate ourwater risks and impacts byfocusing on first on our sites
in water-stressed areas-

Maximize water efficiency in
our operations-

Ensure safe dischargeof water-

Ensure WASH accessto all our employees
and contractors-

Committed to fostering an
inclusive culture with adiverse workforce, where
every person is recognized,
valued, and thrives.

-

Groupwide multi-year D&I
program aims to translate
our commitment into action,
allowing us to firmly anchor
an inclusive culture in every
aspect of our business-

OCI is committed to providing asafe and healthy workplace forall employees and stakeholders
by implementing the highest
international standards to avoid
any potential risks to people,
communities, assets-

Goal to achieve leadership insafety and health standards byfostering culture of zero injuries
at all production facilities-

Robust governancestructure withsustainability oversight at
the Board level andfocus in the HSE &Sustainability Committee-

Executive Directors’compensation tied
to a basket ofsustainability metrics andoperational excellence-

All 46 complianceconcerns received(2021: 12)
are investigatedAnnual Report 2022

30

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesMateriality assessment
In 2022, we conducted an extensive
materiality assessment to identify
our material impacts, risks andopportunities.

18

16

Double materiality assessment--

Impact materiality: our material actual or potential,
positive or negative impacts on people or theenvironment over the short-, medium- and long-termtime horizons
Financial materiality: risks and opportunities that trigger
or may trigger material financial effects on our company

We compiled a long list of material ESG topics, based on
peer benchmarks, our operating environment, internal andexternal expertise and the regulatory landscape. We
mapped the topics along the value chain: upstream, direct
operations or downstream. Each ESG topic was assessed interms of impact and financial materiality, cross-checkedwith our risk register and Enterprise Risk Management
principles and grouped into ESG matters. The ESG matterswere validated with internal and external stakeholders
through workshops and interviews, resulting in themateriality matrix as shown on the right. The results wereapproved by the Board of Directors.

Analyst's
cornerProduct stewardship

Diversity and inclusion
in our own workforce

Health, safety and wellbeing
Climate change action

Impact materiality

To identify our most material ESG topics, we carried out amateriality assessment based on the double materiality
concept. This concept has two dimensions:

Employee engagement, talent anddevelopment of our own workforce

Responsible business practices

14

Water in our operations

Human and labour rights

12

Sustainable innovationand technology

Local community
engagement

10

Resource use andcircular economy

Local biodiversity andecosystem services

Non-GHG pollution
in our operations

8
Level 2

1

2

Level 1

3

4

Financial materiality
Environmental

SocialGovernance

Overall sustainability

GRI 2-14; GRI 3-1; GRI 3-2; GRI 3-3
Annual Report 2022

31

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesMateriality assessment continued
Double materiality assessment continued
The results of the materiality assessment are the basis forfurther strategy development and ESG reporting. While all
topics in the materiality matrix are deemed material, we
allocated the topics in level 1 and level 2 topics:

Level 1
Level 1 topics are strategically important and at the core of
our strategy.
These topics are reported through strategic KPIs, to theextent possible. For some level 1 topics, target- and KPIsetting is ongoing.

Level 2
Level 2 topics are materially important.
We set targets and report on these topics according torequired frameworks and regulations.
The table on the next page describes the interpretation of
the topics and how these are addressed in our strategy. A
more detailed description of the materiality assessment andthe topics can be found on pages 230 - 235. For the
stakeholder engagement, refer to pages 235 - 238.

“Engagement withaffected stakeholders iscentral to our materiality
assessment.”
Analyst's
cornerGRI 2-14; GRI 3-1; GRI 3-2; GRI 3-3
Annual Report 2022

32

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesMateriality assessment continued
Double materiality assessment continued
Strategic implication

Topic

Climate change action

Health, safety and wellbeing
Level 1
Level 1 topics are strategicallyimportant and at the core of

Description
Taking measures to reduce our cradle to gate GHG emissions, in line with regulatory requirements aswell as new business opportunities presented by the energy transition and net zero economy.

Building an inclusive and diverse working environment, and ensuring fair treatment and equal
opportunities for all employees.

Employee engagement, talentand development of ourown workforce
Responsible business practices

Water in our operations

Human and labour rights

Policies and practices to promote ethical behavior and decision making, protect data, mitigate
financial risks, enable speaking up, and contribute positively to the economy.
Ensuring sustainable withdrawals of freshwater especially in areas with water stress, improving ourwater efficiency over time, and ensuring safe water discharge.
Upholding and promoting the basic internationally recognized rights and freedoms of employees inour own workforce and workers in the value chain.

Sustainable innovation

Promoting the use of digitalization, low carbon technologies and feedstocks, and product innovationand technology

to drive operational excellence and value chain decarbonization.
Using circular feedstocks in our production, minimizing waste, ensuring compliance in our operations

circular economy

and safe disposal of hazardous waste.

these topics according to required

Non-GHG pollution in

Minimizing any pollutants from our operations such as NOx, SOx, N2O and VOC emissions, pollution offrameworks and regulations.

our operations

soils, substances of concern, and harmful substances.

Analyst's
cornerSocialperformance●

Local community

Establishing and maintaining mutually beneficial relationships with the communities in which

engagement

we operate.

Local biodiversity and

Aiming to minimize impact on biodiversity and ecosystem services (e.g., water for our operations,ecosystem services

flood protection).

Socialperformance

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

performance

performance●●

Environmental

Social●Attracting, retaining and developing the best talent through policies and practices related to

Resource use andWe set targets and report on

performance●

employees. Promoting entrepreneurship and agility.

Chapter

Environmental

maximize the impacts on society (e.g., food security, land use changes, health and safety).

own workforce

materially important.

●on the environment (e.g., climate change, water and soil pollution, biodiversity and ecosystems) and

Diversity and inclusion in our

Level 2 topics are●

Promoting a healthy and safe working environment that protects the physical and mental wellbeing ofThese topics are reported throughLevel 2

Downstream

our employees (incl. contractors) while at work.

strategic KPIs, to the extent
target- and KPI-setting is ongoing.

Directoperations

The development and promotion of products and services to minimize the impacts and dependencies
Product stewardshipour strategy.

possible. For some level 1 topics,

Upstream●

Governanceperformance
Environmental
performance
Socialperformance
Environmental
performance
Environmental
performance
Environmental
performance
Socialperformance
Environmental
performanceGRI 2-14; GRI 3-1; GRI 3-2; GRI 3-3
Annual Report 2022

33

Introduction
Introduction

About Us
About Us

Our Performance
Our Performance

Risk Management
Risk Management

Corporate GovernanceCorporate Governance

Performance Statements
Performance Statements

Other Information
Other Information

OutputOutputcapitalcapitalMaterial
Material
topics
topicsKey performanceKey
performanceindicators
indicators

Revenue
Revenue
Adj. EBITDA
Adj. EBITDA

Financial
Financialperformance
performance

Revenue
Revenue
Adj. EBITDA
Adj. EBITDA

GHG emissions
GHG emissions
Water discharged
Water discharged
Non-GHG emissions
Non-GHG emissions
Waste
Waste

Climate change action
Climate change action
Product stewardship
Product stewardship
Water in our
Water in ouroperations
operations
Sustainable innovation
Sustainable
innovation
andtechnology
and technology
Resource use andResource
use andcirculareconomycircular economy
Non-GHG pollution
Non-GHG
pollutioninour operations
in our operations
Local biodiversity and
Local biodiversity
andecosystem
services
ecosystem services

GHG intensity
GHG intensity
Energy intensity
Energy intensity
Purchased electricity
Purchasedfrom renewableelectricity
fromsources sources
renewable

Turnover
Employee turnover
Incidents
Incidents
Stakeholder
Stakeholder
engagement
engagement

Health, safety
Health, safety& wellbeing& wellbeing
Diversity and inclusion
Diversity and inclusion
in our own workforce
in our own workforce
Employee
Employeeengagement, talent &engagement, talent &development indevelopment of
our own workforce
our own workforce
Human and labour
Human and labour
rightsrightsLocal community
Local community
engagement
engagement

Lost Time Injury Rate
Lost Time Injury Rate
Total Recordable
Total Recordable
Injury Rate
Injury Rate
Female senior
Female seniorleadershipleadership

Anti-bribery &corruption e-learning
Anti-bribery &Compliancecorruption
e-learning
concerns
Complianceconcerns

Responsible
business practices
Responsible
business practices

Compliance concerns
investigatedCompliance concerns
investigatedAppendices
Appendices

How
Howwe
wecreate
create value
value

Environmental
Environmental

Financial
Financial

Input
Input
capitalcapitalAssetsAssetsEquityEquityEnergy consumed
Energy consumed
Natural gas
Natural gas
Water withdrawn
Water withdrawn

Our purpose
Revolutionizing energy
intensive industries throughvalue-creating solutions.
Our integrated growth strategy
Strategic
Strategic
assetsassetsLong-term
Sustainable
sustainablelong-term
value creation

Employees
Employees
People working
People working
for OCIfor OCI

Commercial
Commercial
excellence
excellence
HydrogenHydrogenat our coreat our coreSocialSocialGovernance
GovernanceOur strategic foundation
Our strategic foundation

EngagedEngagedorganization
organization
Robustgovernance
Robustand compliancegovernanceframeworkand complianceframework

Sustainable
benefits
Sustainable
benefits

Sustainable
development
Sustainablegoals
impactdevelopment
goals impact

Freshwater
Freshwater
consumption inin water
consumption
stressedregionswater
stressedregions
Hazardous & nonhazardous waste
Hazardous& nonhazardous
waste
Non-GHG emissions
Non-GHG emissions

Annual Report 2022 34
Annual Report 2022 36

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

3 Our Performance

Performance Statements

Other Information

AppendicesFinancial performance

36

Environmental performance

41

Social performance64

Governance performance

72

Annual Report 2022

35

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesFinancial performance
We generated free cash flows
of USD 1.9 billion, enabling
us to deleverage and distribute
USD 1.1 billion of cash to ourshareholders in 2022, and a further
USD 785 million with respect tothe period H2 2022 scheduled for
payment in April 2023. Utilizing ourbalance sheet and our execution
capabilities, we are accelerating
our sustainability-focused projects
across our global platform to deliveron our hydrogen strategy and drive
future growth.

Performance summary$ million unless otherwise statedSales volumes
2022

2021

Revenue

9,713.1

6,318.7

Adjusted EBITDA

3,891.0

2,526.5

40.1%

40.0%

3,604.2

2,454.4

EBITDA margin

37.1%

38.8%

Operating profit

3,004.3

1,562.8

Depreciation, amortizationand impairment(599.9)(891.6)

Net finance cost(186.0)(274.2)Adjusted net profit attributable toowners of the Company

1,343.4

731.8

Reported net profit attributable toowners of the Company

1,237.4

570.5

Basic earnings per share (USD)

5.885

2.719

Adjusted EBITDA margin
EBITDAOwn product sales volumes were lower at 10.9 million
metric tons in 2022, compared to 11.4 million metric tons
in 2021. Own-produced nitrogen product volumes were inline with last year. Lower own-produced methanol volumes(-28%) were largely related to planned turnarounds and no
production from our methanol facility in the Netherlands,
which has been shut down since mid-2021 due to thehigh gas price environment in Europe. Traded third-party
volumes increased 22% compared to 2021.

Adjusted EBITDA1-

Adjusted EBITDA increased by 54% versus 2021, while
reported EBITDA increased by 47%.

-

The nitrogen and methanol segments benefited fromhigher selling prices, offsetting lower sales volumes andhigher gas prices in Europe and the United States.

Operating profit
Operating profit increased by 92% to USD 3,004.3 million
in 2022 versus USD 1,562.8 million in 2021, primarily as aresult of:-Gross profit increased by USD 1,518.7 million due toa USD 3,394.4 million increase in revenue, partially
offset by a USD 1,875.7 million increase in cost of
goods sold (mainly driven by increased gas prices).
Depreciation, amortization and impairment decreased by
USD 291.7 million (mainly due to the full impairment ofour methanol facility in the Netherlands in 2021).

-

Selling, general and administrative expenses increased
by USD 106.1 million compared to 2021.

Revenue
Selling prices
Selling prices improved year-on-year for all products, which
helped offsetting the negative impact of significantly higher
gas prices. Benchmark prices increased on average forammonia, urea and methanol with increases of 96%, 43%
and 9% respectively.

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 foundon pages 256 - 258 of this report.

Analyst's
cornerGRI 201-1
Annual Report 2022

36

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesFinancial performance continued
Performance summary continued
Net finance cost
Net finance cost decreased by 32% to USD 186.0 million in
2022 versus 2021, primarily as a result of:--Interest expense and other financing cost on financial
liabilities measured at amortized cost decreased by USD
37.5 million to USD 243.5 million in 2022 following theCompany's deleveraging and refinancing efforts.
Net foreign exchange gains increased by USD
24.6 million to USD 27.1 million in 2022 due todepreciation of the Egyptian Pound and Euro against
the US Dollar in 2022 compared to a more stableenvironment in 2021.

Statement of cash flows$ million

2022

2021

Cash and cash equivalents at 1 January 1,197.3

686.3

Cash flows from operating activities

3,348.7

2,264.1

Cash flows used in investing activities(390.8)(243.5)

Cash flows used in financing activities

Currency translation adjustments
Cash and cash equivalents instatement of financial position
Bank overdraft repayable on demand-

Cash and cash equivalents instatement of cash flows

521.2

525.6

(1.5)

(14.6)

1,717.0

1,580.3-(383.0)1,717.0

1,197.3

Cash flows from operating activities-

Cash flows from operations primarily reflect the change
in net profit in 2022 compared to 2021, and changes inworking capital.

-

Net profit was USD 2,426.3 million in 2022 compared
to USD 1,158.8 million in 2021, an improvement of USD
1,267.5 million.

--

Cash flows used in investment activities were USD
147.3 million higher than in 2021, primarily due to anincrease in capital expenditures in property, plant andequipment and intangible fixed assets.

-

Total cash capital expenditures were USD 394.1 million
in 2022 compared to USD 248.9 million in 2021, of which
maintenance capital expenditure was USD 263.5 million
and USD 225.4 million respectively.

(2,436.7) (1,495.0)

Net cash flows

Adjusted net profit
Adjusted net profit attributable to owners of theCompany was USD 1,343.4 million in 2022, compared
to USD 731.8 million in 2021.

Cash flows from investing activities

Working capital outflows of USD 207.3 million in 2022
compared to inflows of USD 70.9 million in 2021, a
deterioration of USD 278.2 million.

Cash flows from financing activities-

Proceeds from borrowings in 2022 totalled USD
1,073.0 million, which consisted of the proceeds of the
new financing arrangements at IFCo.

-

Repayments of borrowings were USD 1,587.8 million in
2022, mainly related to refinancing at IFCo and changes
in the outstanding amounts of revolving credit facilities.

-

In 2022 dividends have been paid to the shareholders of
the Company in the amount of USD 1,059.0 million (2021nil). Dividends of subsidiaries resulted in a net cash
outflow to non-controlling interests of USD 1,112.2 million
in 2022 compared to USD 799.7 million in 2021.

Free cash flow1
Free cash flow before growth capital expenditure amounted
to USD 1,918.7 million in 2022 reflecting the reported
EBITDA for the year, working capital inflows, maintenancecapital expenditure, cash tax, cash interest paid of USD
150.7 million and dividends to non-controlling interests(NCI). An increase of USD 324.8 million compared to 2021
is mainly driven by the increased EBITDA partially offset byincreased dividends paid to non-controlling interests.

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 foundon pages 256 - 258 of this report.

Analyst's
cornerGRI 201-1
Annual Report 2022

37

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesFinancial performance continued
Performance summary continued

OutlookNet debt as at 31 December

OCI believes the outlook for nitrogen markets continues
to be supported by crop fundamentals and tight supply
dynamics. Despite nitrogen price volatility towards the endof 2022 and into 2023, industry fundamentals are healthy,
with high farmer profitability, decades low grain stocks andimproved nitrogen affordability driving a demand recovery
ahead of the application season including an expectedmaterial rebound in US corn acreage in 2023. Industrial
outlook has also improved, particularly in Europe and Asia
supportive of ammonia demand.

$ million

2022

2021

Long-term interest-bearing debt

2,572.3

3,290.2

Short-term interest-bearing debt

303.4

510.6

Gross interest-bearing debt

2,875.7

3,800.8

Cash and cash equivalents(1,717.0) (1,580.3)

Net debt

1,158.7

2,220.5

Gross interest-bearing debt
Gross interest-bearing debt decreased by USD 925.1 million
due to the debt repayments, refinancing, and positive
impact of exchange differences on Euro denominated debt.

Cash and cash equivalents
As a result of a positive free cash flow, cash and cash
equivalents increased to USD 1,717.0 million.

Net debt-

Net debt stood at USD 1,158.7 million as of 31 December
2022, from USD 2,220.5 million as of 31 December 2021.

-

The trailing net debt / adjusted EBITDA was 0.3x
as of 31 December 2022 compared to 0.9x as of
31 December 2021.

Analyst's
cornerAfter a year of range-bound methanol prices and major
turnarounds in the fourth quarter and into early 2023,
our methanol and fuels businesses are well-placed tobenefit from expected demand upside from a re-opening
in China and lower natural gas prices boosting industrial
demand. Methanol is also buoyed by growth in the use
as a marine fuel, expected to start accelerating from later
this year, when the first large methanol-fuelled ships arescheduled for delivery. Incremental demand is in excess
of 3 million tons per year from the mid-2020's based on
current orders from the container vessel segment alone,which is significant in a globally traded market of around30 million tons.
For the medium to longer term, OCI is well placed with astrong position in both nitrogen and methanol to capitalizeon the opportunity arising from a structural demand pull for
lower carbon fuels, industrial feedstock and food. Utilizing
our balance sheet and our execution capabilities, we areaccelerating our sustainability focused projects across ourglobal platform to deliver on our hydrogen strategy anddrive future growth.

GRI 201-1
Annual Report 2022

38

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesFinancial performance continued
Market review'000 metric tons

Nitrogen
2022

2021

Own ProductAmmonia

1,986.7

2,090.3

Urea

4,241.4

4,327.6

Calcium Ammonium Nitrate (CAN)

1,018.5

1,176.3

Urea Ammonium Nitrate (UAN)

1,383.0

1,354.8

Total Fertilizer

8,629.6

8,949.0

Melamine

83.8

131.9

DEF

917.2

612.0

Total Nitrogen Products

9,630.6

9,692.9

Methanol1

1,255.1

1,747.2

Total Own Product Sold

10,885.7 11,440.1

Traded third Party
Ammonia1

i.

Higher demand in key grain exporting regions(US, Europe, Australia, Brazil)
ii. Higher demand in 2023 from major importing
countries with focus on food security.
iii. The recent decline in nitrogen pricing
is supportive of improving affordability
and demand.
iv. China recovery and lower energy prices aresupporting recovery of industrial demand,
particularly for ammonia.

2022 market review-

Nitrogen prices reached higher levels in 2022 compared
to 2021, underpinned by strong crop fundamentals androbust farmer profitability in a backdrop of elevatednatural gas feedstock costs.

-

Despite the strong fundamentals, 2022 also saw
demand deferral and in some regions destruction,
as well as supply shortages, triggered by production
loss, particularly during peak European curtailmentsof nitrogen capacity as a result of the high natural
gas prices.

-2.

Nitrogen supply is expected to be tighter over 2023
– 2027:a.

Nitrogen markets saw continued price support in ademand-driven environment, given limited capacity
additions. Nitrogen prices began to ease in Q4 following
the relief in gas markets doubled by seasonality.

b.

Market outlookc.

OCI believes the outlook for nitrogen markets continues
to be supported by crop fundamentals and tightsupply dynamics.

358.5

255.5

Urea

1,541.7

1,295.2

UAN

329.7

48.5

Nitrogen demand is expected to recover to support
rebuilding of global grain stocks:

Methanol

381.3

524.4

a.

Ethanol & other

23.3

-

AS

542.2

467.8

DEF

419.3

362.2

Total Traded Third Party

3,596.0

2,953.6

Total Own Product and Traded
Third Party

14,481.7 14,393.7

1.

Global grain stock-to-use ratios are at the lowest
levels in 20 years, and it will likely take at least until
2025 to replenish stocks.

b.

Forward grain prices (US corn futures >$5 / bushel
to the end of 2025, compared to $3.7 / bushel
from 2015 - 2019) support farm incomes and should
incentivize increased planted acreage and nitrogen
demand to help rebuild these grain stocks.

c.

As a result, global demand is expected to be above
trend levels at least until 2025 driven by:d.

3.

Industry consultants expect no new major
greenfield urea supply to come online in 2023, andlimited additions to 2026, whereas new Russian
supply is still delayed.
The ammonia market is also tight, with merchantdemand expected to exceed supply from 2023 –2026 compared to a net surplus in 2015 – 2019.
There is good visibility on the supply outlook given
long lead times of four to five years to build newplants and replacement costs have risen materially
due to inflationary pressures.
Chinese urea exports in 2022 were 47% lower yearover-year and are expected to remain low over the
medium term, with export controls in place until H22023 to prioritize domestic demand.

Feedstock pricing is expected to remain volatilein the short-term given weather and regulatoryintervention, but is expected to remain well above
historical averages.

Including OCI's 50% share of Natgasoline volumes

Analyst's
cornerGRI 201-1
Annual Report 2022

39

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesFinancial performance continued
Market review continued

Market outlook

Methanol

OCI believes the methanol outlook is positive on improving
industrial demand, rebound in China and limited supply.

2022 market review

1.

Methanol demand is expected to rebound in 2023
on the back of China re-opening, also resulting inhigher methanol-to-olefins (MTO) operating rates whichhave been low. Lower energy prices are also boosting
industrial demand.

2.

There is potential meaningful upside from demand forhydrogen fuels, notably as a cleaner alternative for roadand marine fuel applications:--

Methanol prices initially saw strength in Q1 2022 but
remained range-bound throughout the year, despite
being cheaper than LNG and gasoline - methanol canbe used as a lower-cost and cleaner alternative formultiple fuel applications worldwide including heating
and transportation.
China reopened in Q4 and began a recovery in global
methanol pricing on the back of improving demand into
olefins through Methanol to Olefins units.

3.

Analyst's
cornera.

Demand from the European vehicle fuels markets
continues to grow, with increased demand for
direct blending of green methanol and bio-MTBE.

b.

Incremental demand from the maritime sector
is expected to be more than 3 mtpa by themid-2020's based on current orders from thecontainer vessel segment alone.

c.

We are also encouraged by the recent orders from
non-container segments, underscoring significant
potential demand growth from non-consumer
freight segments.

There are limited new methanol greenfield supply
additions in the near/medium term, and we continue to
expect tighter methanol market fundamentals over theperiod 2023 through 2027.

GRI 201-1
Annual Report 2022

40

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance
Performance summary
Climate change action

Climate change action

GHG Intensity (scope 1 &Energy Intensity

2 ton CO2e / N-ton)(ammonia & methanol
GJ / ton gross)

2.38

↑

36.02

↑

2021: 2.29

2021: 35.88

Climate change action

Climate change action

Absolute scope 1

Absolute scope 2

emissions (million tons

emissions (million tonsof CO2e)of CO2e)

13.18

↓

0.48

↓

2021: 13.91

2021: 0.66

Climate change action

Water in our operations

Purchased electricity

Freshwater cons. infrom renewable sources

water stressed regions(million m3)

33.9%
2021: 0%

↑

6.05

↓

2021: 7.26

Annual Report 2022

41

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Climate change action
Our approach to Climate Change Action
To limit global warming, the world needs to rapidly reduce
annual emissions. OCI’s focus markets need to contributeto these emission reductions. As shown in the graph below,
our products could help contribute to the decarbonization of
sectors accounting for nearly 90% of global emissions.

With production facilities in five countries around theworld, our operations are subject to different environmental
regulations, but we are unequivocal in our goal to reduce ourenvironmental impact wherever possible. This has been ourpolicy since we first entered the nitrogen space in 2008.
We have invested in achieving this by both minimizing ourenvironmental footprint through continuous investment intechnologies to maintain young and efficient asset fleets,and maximizing our development of greener products,
including our cleaner fuel solutions portfolio.

Our approach to climate change

Our nitrogen fertilizers are essential to achieving thecrop yields necessary to meet global food demand. We
believe that ammonia and methanol are the most promisingproducts to enable the energy transition, with their
Our environmental targets to reduce our scope 1 and 2
application as shipping fuels being particularly promising as
greenhouse gas emissions intensity by 20% by 2030 as
Tocan
limit
warming,theinworld
to rapidly
reducethese products
helpglobal
this sector
decarbonizea cost- needsdescribedon pages
44 -annual
46 underscore our commitment
effective way.emissions. OCI’s focus markets need to contributeto reduce our climate
impact throughout our value chain. We
to these
aim to achieve our targets through a comprehensive climate
emission reductions
strategy that includes investing in cleaner technologies andprojects, recycling and reusing resources, and cooperatingwith all our stakeholders, industry peers, governments, andother institutions in the fight against climate change.

“We are committed to being anenvironmental steward and havealigned our strategy to the world’s
goal of combating climate change,
as established through the 2015
Paris Climate Agreement.”

Global CO2 emissions, Gt CO2/ year
80

60

OCI focus markets today-30% Industry

Continued growth‘business-as-usual’

OCI’s focus markets account for~60% of emission reduction potential-10% Transport

40-20% Agriculture

2oC pathway

20-20% Power

1.5oC pathway

2010

Analyst's
corner2020

GRI 305-5
SASB RT-CH-110a.2
TCFD Strategy c); M&T b)

2030-10% Waste

2040

OCI potential markets
OCI also indirectly influences ~30%
of further emission reduction potential

2050

Annual Report 2022

42

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performancecontinued
Our GHG emission
profileClimate change action continued
Our GHG emissions profile
Our groupwide target is to reduce our Scope 1 and 2
greenhouse gas (GHG) emission intensity by 20% by 2030
and aim to achieve carbon neutrality by 2050. This target
brings us close to aligning to the 2°C pathway, and we are
exploring joining the Science Based Target Initiative (SBTi)in the next few years to move to a science-based target in
the future. The gross Scope 1 and 2 greenhouse gas
emissions are calculated using the EU ETS methodology.
This means that the CO2 used in the production of urea andother downstream processes, which is defined as Scope 3
as per the GHG Protocol, is included. By including the CO2that goes into downstream processes, we eliminate thefluctuations that may occur when we make any changes orexperience downtime in our downstream product mix andpresent a transparent view of the CO2 produced when
making ammonia. This also better aligns us to the SBTi’s
methodology.
2019 was chosen as the base year in line with the Science
Based Target Initiative’s (SBTi) recommendations. It was thefirst year following completion of our expansion programand includes a full year of emissions from Fertil and 50% of
Natgasoline. Base year GHG emissions will be recalculatedwith any significant change in business operations (forexample, acquisitions or divestments, or a change inproduct portfolio), corrections to historical data based on
availability of more accurate information, or changes toreporting methodology. We refer to page 238 for thereporting boundaries.

Analyst's
cornerGRI 305-1; GRI 305-2; GRI 305-3
SASB RT-CH-110a.2
TCFD Strategy c); M&T b)

GHG
emissions

Scope 3

Scope 1

Scope 2

Scope 3

4.7 M metric tonsof CO2e

Scope 1
13.2 M tonnesof CO2e

Scope 2
0.5 M tonnesof CO2e23.3 M metric tonsof CO2e~56%
of totalemissions

Emissions
category

Production andtransportationof purchased
third party
products

Purchase andtransportationof natural gas,other fuels, andraw materials

OCI activities (2022 data)

Production

Purchased fueland electricity
use

Use of products sold,primarily nitrogen fertilizers

Upstream/downstream activities not in OCI’s control (2019 data)

Annual Report 2022

43

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Climate change action continued

Decarbonization roadmap

Decarbonization roadmap

5-7.5% emission reduction
through operational excellence• ~5% expected at no/low costsin the short-to-medium term,~$75 million p.a. EBITDA tobe delivered over 3-5 years• ~0-2.5% with capital in themedium-to-long term withfocus on economic payback1
Accelerated focus on reliability, capital
performance and energy efficiency.

4% emission
reduction
throughswitching
to renewableenergy sourcesat relatively low/no
economic cost.

Transition Pathway

10-12% emission
reduction throughnew strategic, lower
carbon initiatives.

Blue

Ongoing activities inlower carbon products
Partnerships and lower
carbon technologies
ensure optimalvalue creation.

Green

Circular

CCS/U

Biofuels

Purchasedblue hydrogen

Green hydrogen,ammonia,
and methanol
renewables

Waste
gasification
Bio-methanolfrom advanced
biogas

-20%
2.32
1.86

2019 GHG
intensity baseline

Operational excellence

Renewableenergy sources

Lower carbon initiatives

2030 GHG
intensity target

2050 carbon neutrality

1 Consolidated scope 1+2 calculated on EU ETS methodology on total ammonia and methanol production on a nutrient ton basis. Ability to achieve these targets is subject to supportive regulatory environment, subsidies, technology

advancements, and national environmental targets. Base year GHG emissions will be recalculated with any significant change in business operations (for example, acquisitions or divestments, or a change in product portfolio),
corrections to historical data based on availability of more accurate information, or changes to reporting methodology.

2 $75 million annual incremental EBITDA achieved through Operational Excellence was based on January 2021 pricing when the target was established, and will be dependent on the prevailing pricing environment

Analyst's
cornerGRI 305-5
SASB RT-CH-110a.2
TCFD M&T b) c)

Annual Report 2022

44

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Climate change action continued
Decarbonization roadmap continued“We are committed toreducing our Scope 1 and
2 greenhouse gas (GHG)
emission intensity by 20%
by 2030 vs. 2019 level
and aim to achievecarbon neutrality by
2050.”We developed a roadmap to achieve our targets, consistingof both sustainable short-to-medium term and long-termvalue-enhancing initiatives offering sustained environmental
and operational benefits. Our decarbonization roadmap has
3 pillars:
1.

Operational excellence: Through a strong focus onenergy efficiency and asset reliability, we expect todeliver approximately 5-7.5% of our target, which will
be achieved through short-to-medium term quick wins
at no or low capital expenditure requirements while
simultaneously generating more than USD 75 million1 ofannual incremental EBITDA. This is further described on
pages 46 - 48.

2.

Renewable energy sources: Switching our facilities
to renewable energy sources (RES) through powerpurchase agreement and renewable energy certificatesfor our purchase electricity (scope 2) will contribute
approximately 4% of our target at relatively low
economic cost and allow us to better hedge pricevolatility. This is further described on page 48.

3.

Low carbon growth initiatives: We believe we candeliver approximately 10-12% of our target throughnew strategic, lower carbon initiatives that follow thetransition pathway of grey to blue to green and circular,
capitalizing on both new and established technologies
such as waste gasification, CCS, purchased blue andgreen hydrogen. This is further described on pages
49 - 52.

1. USD 75 million annual incremental EBITDA achieved through Operational Excellence was based on January 2021 pricing when the target was established, and will be dependent on the prevailing pricing environment

Analyst's
cornerGRI 305-5
SASB RT-CH-110a.2
TCFD M&T b) c)

Annual Report 2022

45

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Climate change action continued
Decarbonization roadmap continued
Operational excellence
The Global Operational Excellence Program is already set
in motion and is being rolled out across all our sites.
We continuously look for ways to maximize our production
efficiencies, minimize our emissions and waste, and maintainour health and safety records. Operational excellence isintegral to optimizing energy efficiency, which in turn isnecessary to minimizing our scope 1 GHG emissions as thebulk of our scope 1 GHG emissions are emitted when we
consume natural gas to produce ammonia and methanol.
Our assets hold global certifications recognizing the qualityof our environmental management processes, such as ISO
14001 Environmental Management System, ISO 50001
Energy Management System, and RC 14001 Responsible
Care Management System, on which employees are also
trained. Other certifications include REACH, International
Sustainability and Carbon Certification (ISCC), andFertilizers Europe Product Stewardship. We are compliant
with the applicable environmental regulations at each of our
locations.
The program is founded on three key pillars that are tightlyinterlinked: Process Safety, Reliability and Energy
Efficiency, underpinned by our commitments to minimize
waste and maximizing resource productivity. The program is
expected to yield significant reductions in GHG intensity andcontribute approximately USD 75 million per year inincremental EBITDA over the next three to five years. This isfurther explained on the next page.

Annual Report 2022

46

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Climate change action continued
Decarbonization roadmap continued

Process safety enables reliability, which in turn enables energy efficiency to achieve lower GHG emissions
Process safety

Reliability

Energy efficiency• Leading process safety design elements featured by
OCI’s young asset base• Site-led improvement programs reflecting sitespecific priorities and the “Focus & Follow Through”
approach• Energy-efficient designs featured by OCI’s young asset base• Site led improvement programs reflecting
the site-specific process safety priorities• Groupwide leading performance KPIs and bestpractices for Process Safety Fundamentals.

• Global reliability program focused on theidentification and elimination of repeat issues• Structured readiness reviews for major
turnarounds to improve completion times,
competitiveness and predictability.

• Immediate focus on operational excellence, supported bymonitoring tools• Reviewing our energy and feedstock purchases with the aim
to increase our use of green or renewable sources, including
increasing our purchase of renewable power (such as solar
and wind energy) and increasing our consumption of bio-fuels
and alternative green feedstocks• Identify and pursue further efficiency through select value
accretive investments.

Best-in-class facilities, minimizing emissions and waste
N2O and NOx abatement

Best Available Control Technology

CO2 capture, recycling, and sale

We have invested in our nitric acid plants to bring ournitrogen oxide (NOx) and N2O emissions down by installing
best available abatement technology such as de-NOx orselective catalytic reduction units and catalyst replacements
through our responsible catalyst management processes.

All of our facilities in the United States implement Best
Available Control Technology (BACT), a pollution control
standard mandated by the United States Clean Air Act, tominimize our environmental impact.

Our production facilities emit greenhouse gases directly fromthe conversion of natural gas into our products, and indirectly
through the generation of purchased electricity and steam. We
diligently work to minimize our CO2 emissions by investing in
reduction technologies, recycling CO2 within our downstream
processes, and selling CO2 to third parties. We are also
exploring carbon capture and storage (CCS) opportunities as
described on page 49.

Waste heat capture and recovery
The waste heat and steam systems in all our plants are highly
integrated and we endeavor to use all heat within our
processes to make use of energy in the most efficient way
possible.

Annual Report 2022

47

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Climate change action continued
Decarbonization roadmap continued
Renewable energy sources
OCI commits to source 100% renewable electricity for our
global operations from 2030 onwards.
We aim at sourcing from solutions with higher additionality
available in the markets where we operate, such as Power
Purchase Agreements (PPAs) and Energy AttributeCertificates (EACs) purchased in the same market where
consumption takes place, where possible.
In 2022, we have finalized our renewable energy market
evaluation and developed a purchasing strategy based onbest available options in the markets where we operate. We
will focus on procuring PPAs in the United States andEurope where they are more readily available. For Egypt andthe UAE, we focus on EACs in the short-term while
monitoring the development of corporate PPA market when
this option becomes available. We will continue to assess
new renewable sourcing opportunities in Algeria, in order toencourage the construction of new renewable projects,
such as with corporate PPAs.
In 2022, we started to implement our strategy in Egypt andthe UAE with the purchase of solar EACs (i-RECs) for 100%of our purchased energy consumption while pursuing PPA
opportunities in the United States and Europe.

“We are committed to source 100%
renewable electricity from 2030
onwards.”

Annual Report 2022

48

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Low carbon growth initiatives
OCI is building a sustainable company via key projects thatdrives its global transition to a hydrogen economy.

North America - selected examples

Middle East & North Africa - selected examples

Europe - selected examples

OCI Nitrogen North America CCS – 450 KTPA CO2

Africa’s first integrated green hydrogen plant in Egypt incommissioning phase

Gasification project Methanol Europe• Phase 1: 2025

• Commissioning of first phase announced at COP27 in Egypt• When fully developed 100 MW of electrolyzers, powered by 260 MWof solar and windBlue Ammonia in Beaumont, Texas• Close collaboration with Egyptian and Norwegian governments.

• Partner: RWE, project FUREC

Replacing fossil H2 with green H2• Phase 1 – 2025: 1.1 MTPA

1 MTPA Greenfield Low Carbon Ammonia in TA’ZIZ, Abu Dhabi• Various partnerships with key H2developers in NL: NortH2 (4GW), Engie(100 MW‣1.5 GW), RWE (50 MW‣500MW), Djewels (20 MW‣200 MW)

Status: pre-FID• Leveraging HyWay27, Dutch H2 pipeline• Expansion Potential to 2.2 MTPA
• Current: Bio-Ammonia (ISCC PLUS) & BlueAm®
available for production at OCI Methanol North America.

Bio and recycled ammonia at
OCI Nitrogen Europe throughwaste gasification

Expanding Rotterdam ammonia
terminal throughput

Annual Report 2022

49

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesLow carbon growth
initiatives continued
Environmental
performance
Case study

quid ut restiore cument et quam none et aut audis
dolest unt qui untibus sim ex estrumqui que dolorit qui
em qui venis atis sedi tor aut ant am

Avoidance of ~1.7
1.7MntmillionSequestering
tontonsofemissionsperyearyear
of CO
emissions
per
CO
2 2

olupta destio berempores pro ilit

New Project.
Hydrogen production
with CO2 being
captured through
Carbon Capture andStorage (CCS) via
pore sequestration.

• Ammonia production

UnitedStatesFar East
Asia

Europe• Haber Bosch• State of the art
new ammonia
synthesis loop.

Latin
America

epra pore pe de, sunt lab ilitioria doles alit archiciam
volorer ferem. Ut hicit, officiis escias
em intis aut eria quee as pligniaoererorepuda expelia dolore, simpor
ernatur,
eped modia sandus sinvell.
emo endae int dolum, sitaspit
Constructionof New World-Scaleecus quis ullit rem et hil is sit,
Hydrogen-BasedBlue Ammonia Facility
xplaborem voluptae doluptateorecusapersperoin Beaumont, Texas Underway
eratio cuptat eum qui-

Ammonia production
At least 70% CO2 emission reduction
on a life cycle basis compared toconventional ammonia production.

Global logistic
capability

1.1 mtpa blue ammonia plant in Texas, with
infrastructure
to double capacity to 2.2 mtpa
e sequi dit quatasperis-

Project is well underway with the EP contract
awardedinMarch in2022,
long-leadequipment
contract awarded
March2022 andlong-lead, odigendi
nobit,
committed
andconstruction
agreement awarded inequipmentaut
committed
eris sed moditecturulloiliquib
2023
officiam,
odi adjacent to our existing- February
Optimalento
locationin Texas--

res.
Optimalin Texas
to ourfacilities location
in Beaumont,withadjacenteasy accessto existingbothfacilities
Beaumont,
withvia
easy
accessto boththethe NorthinAmerican(e.g.,
NuStar
Pipelineto theNorth
Americanand export
markets
MidWest)and export
markets

Complementary to our European Rotterdam
ammonia terminal to provide full value chain withblue
especiallyinin
Europe,notjustexisting
Cleanammonia,
Ammonia,
especiallyEurope,notjustexistingIndustrial Chemicals & Fertilizers markets but also new
Marine Fuels and Power Generation segments.

Annual Report 2022

52
50

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Low carbon growth initiatives – Case study

Renewable energy from Solar,
Wind 260 MW new capacity

Electrolyzer of 100MW
capacity when fully
developed

c.15,000 tons of greenhydrogen as feedstock for
production of up to 90 ktpa ofgreen ammonia in Fertiglobe’s
existing ammonia plants.

Globallogistic capability

Green ammonia project in Egypt-

During COP27, the project started commissioning thefirst phase of the green hydrogen plant which consistsof 15MW PEM electrolyzer capacity, first of its kindin Africa.

-

Fertiglobe’s Egyptian facility is the first Green
Ammonia production site to receive ISCC Plus
Certification which is a significant milestone forthe group.

-

The consortium is in the process of finalizing
engineering and technology choices for the 100 MW
full-scale plant, aim to reach FID in 2023.

-

Ain Sokhna is strategically located, being close to theSuez Canal Economic Zone-

Fertiglobe has a strong global network through its
shareholders OCI N.V. and ADNOC and is an earlymover in Hydrogen and Blue Ammonia

Project partners

Annual Report 2022

51

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Climate change action continued

Our 2022 performance-

Decarbonization roadmap towards 2030
We are on track to meet our 2030 Scope 1 and
2 GHG intensity reduction target by executing our 3
decarbonization pillars: operational excellence, renewableenergy sources (RES) and low carbon growth initiatives.
While we have made progress on our operational excellence
and renewable energy strategies as well as low carbon
growth initiatives with 2 projects reaching final investment
decision (FID) milestones in 2022 (e.g., Blue Ammonia in
Beaumont and Carbon Capture and Storage in Iowa), theenergy crisis in Europe resulted in unfavorable economic
environment to produce methanol and ammonia at ourplants in the Netherlands. This has resulted in our 2022 GHG
intensity being 2.38 ton CO2 / product ton, which is +3% vsDecarbonization
roadmap towards 2030
2019
baseline:
2022 GHG intensity, CO2e ton/(Nutrient-N + Methanol) ton

Target is 20%
reduction vs.
2019 level--

Our operational excellence performance: methanol has
shown improvement (more on Operational Excellence
2022 highlights on page 48) while ammonia
remains flat.
Renewable energy purchase: we have purchased solar
i-RECs for 100% of electricity purchased in the UAE
and Egypt
Product mix change: Our Dutch methanol production
site stopped production in June 2021 due to the highgas price environment driving negative margins on a
cash cost basis. Methanol carbon intensity is on average
4 times lower compared to ammonia (0.7 vs. 2.9),
resulting in a significant impact on the group's GHG
intensity score (+0.1). We also produced less ammonia inGeleen with the shortfall made up by imports to continue
our downstream fertilizer and chemical production, andfulfilling customer commitments. This also resulted inhigher GHG intensity for our Dutch nitrogen facilities,
since we produced less ammonia (i.e., Nutrien-N ton
used in our GHG intensity calculation) while downstream
was running at higher capacity (+0.02).

If we factor in growth projects that have reached Final
Investment Decision (FID), our GHG intensity will be 2.11,
which is 9% lower than 2019 level. Factoring in otherinitiatives across the 3 pillars, we are on track to reduce our
GHG intensity by 27% by 2030 vs. 2019 level.
---

Operational excellence initiatives could result in an
additional 6% improvement (our strategy stated 5-7.5%
reduction where 5% requires low/no cost with mediumterm impact while the rest would require capital
investment with longer-term impact). Our aim in the
coming years is to accelerate focus on reliability, capital
performance and energy efficiency.
By moving the rest of our electricity purchase to
renewable sources, we can realize the full 4% reduction
vs. 2019 level.
Low carbon growth projects subject to FID include
projects in Europe such as FUREC and gasification at our
Dutch methanol facility, and at Fertiglobe such as Egypt
Green and Ta'ziz project in the UAE will also contributeto further reduction of GHG intensity.

-27%
2.32

2.38

1.69

2019

Analyst's
corner2022

GRI 305-5
SASB RT-CH-110a.2
TCFD M&T c)

2030 (proforma)

Annual Report 2022

52

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Product
stewardship Corporate GovernanceRisk Management

ur Performance

Our approach to Product Stewardship

Performance Statements

Other Information

AppendicesWe aim to develop and promote products and services to minimize the impacts and dependencies on the environment (e.g.,
climate change, air, water and soil pollution, biodiversity and ecosystems) and maximize the impacts on society (e.g., foodsecurity, land use changes, health and safety).

tal performance continued

Our approach to product stewardship has 3 pillars, underpinned by our commitment to product safety:dship

ts and services toon the environment
pollution,
mize the impacts onanges, health andProviding low carbon andrenewable products throughour decarbonization initiatives tohelp decarbonize downstream
Providing- Food: low
Lowcarbon
carbon andandrenewable
renewablenitrogenproducts
fertilizers
usingourblue,green, circularthroughdecarbonization
and bio
initiatives
tobasedhelp hydrogen as
feedstocks
decarbonize
downstream

as 3 pillars,
duct safety.

--

--

-

Feedstocks:
Low carbon
Food:
Low carbon
industrial
chemicals
allowing
andrenewable
nitrogencustomersusing
to decarbonize
fertilizers
blue, green,awide range
circularand ofbioproducts
based in thechemical value
chain
Hydrogenas feedstocks
Fuels: Low carbon
green fuels
Feedstocks:
Low carbon
such as methanol
and ammonia
industrial
chemicals
which help
our downstream
allowing
customers
tovalue chain minimize emissions
decarbonize a wide rangeof products in the chemicalvalue chain
Fuels: Low carbon green
fuels such as methanol
and ammonia which help
our downstream value chain
minimize emissions

Innovating in enhancing
nutrient use efficiency
products and services

Innovatingin enhancing- Supporting
farmer education
nutrient
use efficiency
products
programs(e.g.: 4Rs)
and services- Driving the adoptions of moresustainable
practicesand- Supporting
farmereducation
products(OCI’4Rs)s Nutramon)
programs(e.g.:- - Driving
the adoptions
ofwithDeveloping
fertilizers
ureaseand/or nitrification
more
sustainable
practices
inhibitors,
andproductswhich(OCI’sare among
the mostExacote)credible pathways to
Nutramon,reduce N2O emission during- Developing fertilizers withfield applications, whichurease and/or nitrification
contributes to over 50% of
inhibitors, which are among
GHG emissions in the nitrogen
thefertilizer
most credible
pathways
value chain
to reduce N2O emission- during
Evaluating
the introduction offield applications,sulfurto our products
which
contributes
to overfor better
nutrientuse
efficiency
50%of GHGemissionsin theGoing beyond GHG emissions
to reduce other environmental
impacts

Going
GHG
emissions fromto- beyond
Reducing
air pollutions
reducetransports
other environmental
impactsand shipping:-◦

Evaluating the introductionof sulfur to our products forbetter nutrient use efficiency

Green/Bio-Methanol
various◦
DEF to abate NOxforemissionstransportationfrom diesel modes-◦-

nitrogen fertilizer value chain-◦ Marineshipping: fromBlue and green
Reducing
air pollutions
ammonia
and methanol astransports
and shipping:
the fuel of the future that
◦ MarineGreen
has shipping:much lower
NOx, SOx
Ammoniaandmethanolas theand PM
pollutants
compared
fueltoofconventional
the future that
has
fuels
much
lower
NOx, SOx
Green
methanolforand◦PM various
pollutants
compared totransportation
conventionalmodes fuels-

DEF to abate
NOx emissions
Enhanced
fertilizers
have
positive
impacts on water, soil,
from diesel
air pollutions and biodiversity
Enhanced fertilizers have positiveon water,soil,products
air pollutions-impacts
Recyclingfinished
andatbiodiversity
end-of-life in a waste-to-syngasfinishedprocessproducts
to be used
Recyclingat endas ainperpetual
feedstock processinof-lifea waste-to-syngas
OCI’s plants
contributes
to be
used
as a andperpetualfeedstock
to thecircularin OCI’s
plantsand contributes tothe circular

Product safety

Product safety:
Ensuresthat
thatour
ourproducts
products andadditivesandandintermediate
products
are processed andEnsuresandtheirtheirraw
rawmaterials,
materials,
additivesintermediate
products
manufactured,handled,stored,distributed,
and usedin a waystored,
which safeguards
occupational
public safety,
areprocessedandmanufactured,handled,distributed,health,and usedin a wayand
which
the environment, and which ensures security.

safeguards health, occupational and public safety, the environment, and which ensures security.

Analyst's
corner

SASB RT-CH-410b.2

Annual Report 2022

55

OCI HyFuels
Established in 2015, OCI HyFuels is the first commercial
platform to provide customers with renewable hydrogenbased fuel products, being the world’s largest producerof green methanol and a leader in renewable methanoltransportation fuels. We produce a variety of renewable
methanol products to help customers lower emissions andcomply with regulatory targets, including green methanol,
Bio-MTBE, blue ammonia, green ammonia, and an alcohol
mix consisting of green methanol and ethanol blends.
OCI’s green methanol is used by the World Rally
Championship (WRC) as the exclusive renewablehydrogen fuel in partnership with P1 Fuels. As part ofWRC’s commitment to using hydrogen fuel from 2022,
our HyFuel is the first of its kind to be used in an
FIA World Championship series and the start of a new
era for racing. The WRC enables the testing of new,sustainable technologies through practical application. As
proven through the impressive race times in the 2022
WRC season, our HyFuels produce the same vehicle
performance as fossil fuels but with a significant reduction
in net CO2 emissions.
Annual Report 2022

53

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Product stewardship continued
Low carbon products
We are committed to developing products and initiatives to provide cleaner and more sustainable solutions to our customers.
We aim to grow the share of low carbon products in our portfolio, which include green methanol, blue and green ammonia, anddiesel exhaust fluid.

Serving wide-range of end-markets

OCI growth opportunities

Fertilizers

TextilesPlastics & Resins

Durable Consumer Goods

Animal Nutrition

Automotive

Healthcare

Cosmetics

Electronics

Shipping

Transport

EnergySustainability push is a major catalyst for demand for
OCI’s decarbonized products• Low carbon ammonia and methanol as industrial
feedstocks• Low carbon ammonia and methanol as shipping fuel• Biofuels• Low carbon ammonia for use in consumer products to
reduce our customers' scope 3 emissions• Low carbon ammonia feedstocks for fertilizer

Fertilizer• Controlled-release and stabilized fertilizers(inhibitors)

Green fertilizer• Variable rate fertilizers

Melamine
Green Melamine
Ammonia, ACN, Caprolactam, etc
Downstream production at OCI

Natural gas

and end customers

Green Ammonia, ACN, Caprolactam, etc
Methanol, Formaldehyde, Acetic Acid

Green gas, biogas,
H2 by electrificationor otherAnalyst's
cornerCarbon Capture Utilization and Storage
Energy efficiency and reliability
Switching to renewable energy for utilities

Green Methanol, Formaldehyde, Acetic Acid

End customer

Acrylonitrile is a product that is widely used
in a broad range of applications. With OCI’s low
carbon ammonia, combined with low carbon
propylene sourced separately, AnQore’s Econitrile
achieves 60% GHG emission reduction.

Silicone, otherGreen Silicone, other

SASB RT-CH-410b.2
Annual Report 2022

54

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Product stewardship continued
Enhancing nutrient use efficiency and food security

We are committed to working towards global food security.
Through various programs, we work with our customers
around the world to maximize yields, strengthen crops,
prevent soil degradation, promote sustainable agricultural
practices, and accelerate growth to meet the world’s
rising food demands. We also work to ensure our
products are used in a way which safeguards health,occupational and public safety and security, biodiversity,and the environment.

Agriculture both contributes to global warming (~30% of
GHG emissions from agriculture) and bears the impacts ofclimate change, threatening food security, especially forthe most vulnerable populations. Ensuring food security fora growing population is a challenge will as the world willneed to produce about 70% more food by 2050 to feed
an estimated 9 billion people. The challenge is intensified
by agriculture’s extreme vulnerability to climate change.
Climate change’s negative impacts are already being felt,
in the form of increasing temperatures, weather irregularity,
shifting agroecosystem borders, invasive pests and crops,
and more frequent extreme weather events. On farms,
climate change is reducing crop yields, the nutritional qualityof major grains, and lowering livestock productivity.

Fertilizer use is essential to maximize yields,
minimize soil degradation, and sequester
carbon dioxide
Nitrogen fertilizers are the key nutrient for crop growth anddevelopment. High quality soil maximizes farm yields andensures healthy crops, which in turn naturally sequester
carbon dioxide to help fight climate change.
Efficient farming through correct fertilizer application helps
farmers maximize the use of existing farmland and reduces
land sequestration. OCI’s fertilizer products help achievesustainable agriculture by providing an effective andenvironmentally sound source of nitrogen. By using nitrogen
fertilizers effectively, farmers can:-grow more food on their land,
reduce soil nutrient loss and improve soil quality, andreduce the need for new farmland to besequestered, which therefore reduces GHG emissions bylimiting deforestation.

Without annual application of nitrogen fertilizers to replenish
soil nutrients, soil health is eroded resulting in lower yields
and biodiversity loss amongst many issues.

Promoting sustainable intensification
We are actively working on solutions to addressenvironmental impacts and improve yield across the value
chain. Our strategy are 3-fold: 1) reducing embedded
carbon footprint of nitrogen fertilizers through using
alternative feedstocks (e.g., green, bio-based and recycledhydrogen) and carbon capture and storage; 2) developing
products that will enhance nutrient use efficiency, hence
reducing losses and increasing yield; 3) collaborating acrossthe value chain to promote sustainable intensification.

Analyst's
cornerInappropriate fertilization practices can lead to the lossof nutrients to the environment. If those nutrients are
not replaced, soil health will decline and eventually leadto soil degradation. In order to prevent the expansionof agricultural production onto uncultivated land, andthus avoid further loss of biodiversity and the releaseof sequestered carbon , it is crucial to supply existing
agricultural land with a sufficient amount of nutrients.

Digital farming
While nitrogen fertilizers offer a sustainable meansof maximizing yields, farmer education is essential toensure nitrogen fertilizer application is optimized for bothproduction and environmental protection. We work with
farmers around the world through various initiatives toachieve this goal.
Our digital offerings include the Nutrinorm agronomy
website, and two applications developed specificallyfor farmers:-

OCI Agro Weather app to optimize farmers'
activity planning.

-

OCI Nutrition app for an optimal nutrition application.

Using these resources, our customers can ensure fertilizer
quality is maintained through correct storage, blend
products correctly, ensure spreading settings are correct
to maximize even fertilization, calculate optimal fertilizer
release, accurately track the weather, and receive 24/7
access to the support they need.

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Product stewardship continued
Enhancing nutrient use efficiency and foodsecurity continued
Promoting sustainable intensification continued
The importance of healthy soils for agricultural production isparticularly crucial in the current geopolitical situation,
where we are confronted with a serious food security threat,also resulting from an abrupt reduction in fertilizer
production, with consequences across the whole agri-foodsupply chain. By applying sustainable intensification
practices, farmers will be able to maximise the use andefficiency of existing farmland while minimising theenvironmental impact on the same land area. Sustainable
intensification can therefore represent an effective and valid
approach to the sustainability of the agri-food supply chain,
while contributing to food security and, including measures
such as:
-

-

-

-

-

The use of harmonised standards and indicators such as
the Nitrogen Use Efficiency (NUE) Indicator, for example,
one developed by the EU Nitrogen Expert Panel , which
is able to provide information about resource use
efficiency.
The use of precision farming tools and techniques that
can help farmers to effectively assess crop nutrientsrequirements.
An increase in the replacement of conventional mineral
fertilisers with Enhanced Efficiency Fertilisers (EEF’s)
which improve fertiliser use efficiency, mitigate climatechange and reduce nitrogen losses to the environment
significantly.
The adoption of “4R” principles: using the right fertiliser
source at the right rate, at the right time and in the rightplace.
The use of targeted fertigation techniques.
The use of low carbon and renewable ammonia in
fertiliser production, helping to reduce overall Scope 1
GHG emissions.

Analyst's
corner

We work with industry associations to educate farmers on
fertilizer application, storage, provide digital resources, andto encourage sustainable farming. In the US, we support the
4R Nutrient Stewardship program through our membershipin The Fertilizer Institute (TFI).

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Product stewardship continued
Reducing other (non-GHG) environmental impacts

Diesel Exhaust Fluid (DEF) – improving fuel efficiency
and abating NOx emission

Sustainable methanol and ammonia as marine fuels –reducing air pollutants

DEF, which is also known as AdBlue in Europe andmarketed as AdGreen by Fertiglobe, is a non-hazardous
aqueous urea solution consisting of approximately 67.5%
deionized water and approximately 32.5% urea. DEF is usedin Selective Catalytic Reduction (SCR) systems to lower
harmful vehicle exhaust emissions from diesel engines, withthe added advantage of improving vehicle fuel economy
by approximately 5% and using diesel fuel more efficiently.
DEF breaks down nitrogen oxides emissions into nitrogengas and water vapor, thereby eliminating environmentally
harmful emissions from cars, trucks, buses and other heavyduty vehicles.

According to the environmental assessment of methanol
used as ship fuel conducted by the International Maritime
Organization (IMO) and DNV GL, the life-cycle NOx
emissions from methanol are approximately 45% of thosefrom conventional fuels per unit energy and the life-cycle
SOx emissions of methanol are approximately 8 % of thosefrom conventional fuels per unit energy. In the case ofboth NOx and SOx, the emissions reductions are due tothe fact that methanol results in lower emissions during the
combustion phase.

We are seeing strong regulatory-driven growth DEF,
often our highest-margin product out of Iowa. We are
one of the largest producers and distributors of DEF
in the United States, with our nitrogen facility in Iowa
capable of producing a million tons, and our United States
distribution arm, N-7, also marketing DEF produced by
Dakota Gasification and Dyno Nobel. We also have DEF
production capabilities of approximately 450 thousand
metric tons at Fertiglobe.
Regulations in the United States, Europe and China are
driving demand growth by requiring the replacement ofolder vehicles, particularly heavy-duty trucks, coupled withhigher dosing rates in newer-generation diesel engines.
We see this as being the only viable option for emissions
abatement for trucks and rail in the foreseeable futureas the switch to electric vehicles has proven to be
unsuccessful to date for heavy-duty trucks or farm vehicles
due to poor power-to-weight ratios, leaving few near-term
alternatives to DEF for emissions abatement in truck and rail.

Analyst's
corner

While ammonia engines are still being developed for use
in marine shipping, ammonia fuel cells offer the potential
to eliminate emissions of all the gaseous, PM and GHG
emissions from power generation, especially the direct
NH3 fuel cell conversion; the main emissions from theelectrochemical process are N2, H2O and O2.
SOx and NOx emissions are important in a maritime
context primarily because of their harmful effects on humanhealth, land-based infrastructure and natural habitats. Theiremissions near ports or where humans are present iswhere they do the most damage, but on a regional level
they also contribute to acid rain creation and potentiallylocal acidification of the marine environment. Their lifecycle emissions are therefore quantified here. Particulate
emissions are important from a human health perspective,
with black carbon also seeing attention as a short-lived
climate change forcer and a potential ice-melt accelerator.
Additionally, methanol combustion does emit formaldehyde,
which has a human health effect.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Product stewardship continued
Product safety
Product stewardship ensures that our products andtheir raw materials, additives and intermediate products
are processed and manufactured, handled, stored,
distributed, and used in a way which safeguards health,occupational and public safety, the environment, and which
ensures security.

Our approach to product safety
Product stewardship and chemical safety is supervisedby the Board HSE & Sustainability Committee and subject
experts from each facility contribute to risks assessments
and internal audits of the HSE impact of our productportfolio. We use the best available technologies tominimize our carbon footprint and implement the ProductStewardship guidelines developed by Fertilizers Europe
and International Fertilizer Association (IFA) throughout
our production processes to monitor and minimize ourenvironmental, health and safety impact from feedstock
to farmer.
We comply with international standards as members of
IFA, Fertilizers Europe, The Fertilizer Institute (TFI), theInternational Methanol Producers & Consumers Association(IMPCA), the European Melamine Producers Association(EMPA), the Ammonia Energy Association, and the Melamine
REACH consortium, among others.
We are committed to our obligations regarding any
environmental and health regulatory aspects of thechemicals we handle, and we closely monitor regulatory andsafety developments for all our chemicals. Our products do
not include ozone depleting substances, persistent organic
pollutants (POPs), polyaromatic hydrocarbons (PAHs), or
polychlorinated biphenyls (PCBs). In December 2022,
the European Commission concluded that unprocessed

Analyst's
cornermelamine is a Substance of Very High Concern (SVHC)
for inclusion in the REACH Candidate List due to scientificevidence of probable serious effects to human health andthe environment which give rise to an equivalent levelof concern to PMT (Persistent, Mobile, Toxic) properties
in the environment. The inclusion in the Candidate List
brings immediate obligations. These obligations, which are
effective from the date of inclusion, refer not only to thelisted substances on their own or in mixtures but also totheir presence in articles. As a producer of melamine, we
provide our customers and partners with an updated safety
data sheet (SDS) with Section 15 updated to reflect theidentification of the substance as an SVHC. In addition, we
use information in the Chemical Safety Reports (CSR) in oursite to minimize exposures and emissions to humans and theenvironment. We strive to substitute any identified SVHC
as raw material or intermediate where possible and if a
product cannot be substituted, we comprehensively assess
the risk potential of the substance by weighing the degreeof HSE risk and regulatory restrictions or classification,technical and financial feasibility of developing a substitute,and stakeholder concerns, amongst other considerations.
We fulfil our obligations by enforcing strict process andoccupational safety and product handling measures tominimize risks of exposure to health and to the environment.
We have identified five chemical substances of concern,
which we monitor and manage carefully in line withregulatory processes and our HSE, product stewardship,
and chemical compliance policies and procedures. We
are also assessing alternative substances and regulatory
actions for these chemicals.

concerns surrounding AN, the product could be substitutedby much safer urea or other nitrates going forward.

Safe product handling
We publish Safety Data Sheets (SDS) on our website forall our products and substances. We monitor and evaluate
the environmental, health and safety data continuously
and update the information published in the SDS sectionof our website regularly. SDSs provide safe handling,storage, disposal, and personal protection equipment (PPE)
information and disclosure on potential health and safety
effects due to exposure or mishandling. All SDSs andproduct labels comply with applicable laws and regulations,
including but not limited to REACH, US EPA, CEPA, and CLP.
The safety data sheets are translated into several languages
to make them more accessible for our global customers.

Stem cell technology, nanotechnology, genetic
engineering, and other emerging technologies
We do not make use of stem cell technology,
nanotechnology, genetic engineering, or any otheremerging technologies.

Genetically Modified Organisms (GMOs)
and neonicotinoids
We do not produce GMOs or neonicotinoids (pesticides),nor do we make use of the technology. Through ourparticipation in farmer education programs, we promote thesafe use of such products in our supply chain.

Animal testing
We do not conduct animal testing.

In line with our commitment to leadership in product andHSE stewardship, during 2020 the Board formally ratified
our policy to not produce, sell or trade solid ammonium
nitrate (AN) given the product’s public safety concerns. This
also allows us to ensure that our business trajectory is in linewith global insurance and directors’ liability advice, whichis increasingly stringent around AN. With ever-increasing

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Other environmental impacts
Water in our operations
Our approach to Water in our operations
Ensuring sustainable withdrawals of freshwater especially inareas with water stress, improving our water efficiency overtime, and ensuring safe water discharge.

our intake of freshwater wherever possible and use nonpotable water sources such as treated water from industrial
sources and seawater to reduce our impact. We have madesignificant investments to reduce our use of freshwaterwherever possible, and particularly at our sites in water
stressed regions such as the Middle East and North Africa
where we have installed desalination units to use seawaterinstead of freshwater.

Withdrawal and discharge

Our beliefs-

Understand and mitigate our water risks and impacts byfocusing first on our sites in water-stressed areas
Maximize water efficiency in our operations
Work towards water stewardship in our value chain, fromour operations to our products
Ensure safe discharge of water
Ensure WASH access to all our employees
and contractors“We are committed to zero
freshwater consumption in ourwater stressed sites by 2023.”
Water management approach

As water is an essential but finite resource, we work
diligently to maximize our water efficiency and are focusedon reducing our water use wherever possible at all oursites. We primarily use water in our production processes forcooling, steam generation, or in our downstream aqueous
products. Our water management processes implement best
available technologies wherever possible to reduce ourwater use and maximize reuse and recycling of water inour production processes to minimize our water discharge
and our need for freshwater. Most of our water consumption
is recycled several times in closed loop systems to reduce

Analyst's
cornerGRI 303-1; GRI 303-2; GRI 303-3;
GRI 303-4; GRI 303-5
SASB RT-CH-140a.3

We closely monitor our water withdrawals and discharges
at every facility and ensure any discharged water is treated
to meet applicable environmental requirements and safely
discharged. At several facilities, including those in Egypt andIowa, we have invested in on-site pools to safely evaporate
discharged water, or treat the collected water for irrigation.
Some of our facilities benefit from interconnections withneighboring plants, allowing them to safely recycle water
for use in other facilities’ production processes. We meetor exceed all water quality regulations and permits throughour water management and treatment processes to ensure
we do not impact local water sources. Water management including water quality - is a key element of our overall HSE
and resource use management systems and is monitored by
the Board of Directors’ HSE & Sustainability Committee. We
continuously review our water management processes, ourwater use, and evaluate ways in which we can improve ourwater stewardship at every facility.

Minimizing freshwater use in water stressed sites

Our Middle East and North African (MENA) operations work
diligently to minimize their use of freshwater given the highstress on water resources in the region. We have invested inreverse osmosis and seawater desalination units on-site at
all our MENA locations.

Water intensity(m3 consumed / ton production)
3.00
2.79

2.50

2.55

2.00
1.50
1.00
0.50
0.00
2021

2022

Freshwater cons. in water
stressed regions(million cubic meters)
8.00
7.00

7.26

6.00

6.05

5.00
4.00
3.00
2.00
1.00
0.00
2021

2022

Total water intake by source
4%

17%

21%

57%

Groundwater

Seawater

Surface water

Third party water

Annual Report 2022

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued

Analyst's
cornerGRI 303-1; GRI 303-2; GRI 303-3;
GRI 303-4; GRI 303-5
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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Minimizing freshwater consumption inwater stressed regions
As of October 2022, EFC fully substituted its freshwater
consumption with desalinated water, fully eliminating
Fertiglobe’s dependence on freshwater at all sites. The
desalinated water is supplied from a recently built
desalination plant at Ain Al Sokhna on a contractual
basis. The desalinated water is further treated inpolishing units. A calcination unit is under construction
for further treatment of the desalinated water for better
operating properties. Remainder water supply comesfrom unpotable groundwater and is treated in reverse
osmosis plants owned and operated by Fertiglobe.
Desalinated water has better operating properties
compared to previously used freshwater. Since switching
to desalinated water, efficiency has improved remarkably
leading to water savings. Blow down of cooling towers
decreased by ~50%, reducing makeup water andwastewater discharge as a result. Wastewater flow
reduced by ~30%.
Regeneration cycle of demin trains increased from 8hrs
to 24hrs and lead to decreasing chemicals consumption
for water treatment by ~50%

Zero effluent discharge
Both Fertil and EFC have implemented a novel solution
to the large quantity of water produced as a by-productof the urea manufacturing process. The facilities invested
in the construction of irrigation and evaporation ponds
to avoid discharging effluents into the environment. EFC
is the only plant in Egypt to do this, with three ponds
capable of holding a total of 15,000 cubic meters ofwater. Fertil has two ponds capable of holding a total of
24,800 cubic meters of water.
Water recycling and reuse
EBIC implemented a wastewater treatment and re-use
closed loop system for cooling water that reduces theplant’s water intake by approximately 5%.
Land reclamation in the Egyptian desert
The water collected at EFC’s irrigation ponds is used
to irrigate 50 acres of forestry that was planted by
EFC in the nearby desert, contributing to essential land
reclamation in the Egyptian desert and creating an
additional source of carbon sequestration. The 50 acresof forestry sequester an estimated 39 metric tons ofcarbon dioxide a year.

Overall water consumption decreased by 2500m3/day
and led to higher reliability and efficiency of heatexchangers across the plant.

Analyst's
cornerGRI 303-1
SASB RT-CH-140a.3

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Environmental performance continued
Introduction
Introduction

About Us
About Us

Our Performance
Our Performance

Risk Management
Risk Management

Corporate GovernanceCorporate Governance

Performance Statements
Performance Statements

Environmental performance
Environmental
performance continued
continued
Our approachEnvironmental
to Sustainable Innovation and Technology
performance continued
Introduction

About Us

Our Performance

Sustainable innovation and technology

Risk Management

Corporate Governance

Performance Statements

Other Information

Other Information
Other Information
Other Information

Appendices

Appendices
Appendices
AppendicesSustainable
innovationand technology
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and deploymentof technologies to decarbonize our economy is at the core of tackling climate change effectively at the speed required. Many of the technologies
Sustainable
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What we have done in 2022

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thenmove themthroughthethempipelineat speed:hasstartedandcarboncaptureand storageof 450ofCO2emissionat
IFComovein
Atthroughcommissioningin construction
2025,
Cleanwhere construction has◦ focusIn ◦2022,
wereachedfinancialclose
for
2closeprojects:
new
1.1
MTA
Clean1.1
AmmoniainIowa.
Beaumont,
Texas,
where2022,
we reachedfinancial
forKTA2
projects:
new
MTA
Blue
Ammoniain theBeaumont,- We
onIntechnologies
thatare market
ready
(at
least
TRL
8 and
above),
we
then
them
pipeline
atTexas,speed:
Ammonia
is reachedtheprojectof anditsforkind
globally.
has
startedandlargest
carboncapturestorageof 450of CO2emission
at IFCo
in Iowa. At
commissioningin 2025, Clean
◦ In
2022,
we
financialclose
2 projects:
newKTA
1.1 MTA
Clean
Ammoniain Beaumont,
Texas,
where construction--

started, and carbon capture and storage of 450 KTA of CO2 emission at our nitrogen facility in Iowa. At commissioning inthelargestprojectandof itskind
globally.
started isandcarbonstorageof 450KTA
of CO2emissioninat
IFCo toin produce
Iowa. At commissioning
2025,
Clean It is◦ has
InAmmonia
November2022,
we capturecommissioned
the first
15MW
PEM
electrolyzer
Egypt
green hydrogeninandammonia.
2025, Blue Ammonia is the largest project of its kind globally.
thekindlargestproject
its Middle
kindtheglobally.
thefirst ofisitsin Africa
andoftheEast.
◦ Ammonia
In November
2022,
wecommissioned
first 15MW PEM electrolyzer in Egypt to produce green hydrogen and ammonia. It is◦◦

In November 2022, we commissioned the first 15MW PEM electrolyzer in Egypt to produce green hydrogen and ammonia. It is

first of its
kindwein Africa
and the Middle
IntheNovember
2022,
commissioned
the firstEast.
15MW PEM electrolyzer in Egypt to produce green hydrogen and ammonia. It is
kind
inthe
AfricaandEast.
the Middle East.
the first theof itsfirstkindofin itsAfricaandMiddleTo encourage demand development, we partner with our customers and others in the network to develop technologies that are- ◦To
encourage
demanddevelopment,
we partner
with
ourP1
customers
othersin thenetworktechnologies
that are- We
To
encourage
demanddevelopment,
wepartnerwith ourcustomers
andotherstoindevelop
theofnetwork
tosynthetic
developtechnologies thatpartnerwithWorld
Rally Championship
(WRC)
and
FUELS
to andproducea first-of-its-kind
blend
green
and
fuel
- To encourage
demanddevelopment,
we partnerwith our customers
and others
in
the network
to indeveloptechnologies
that are
for
an
FIA
World
Rally
Championshipseries,demonstratingthepotentialforgreen
methanollowcarbontransports.
aresustainable:◦ We partner with World Rally Championship (WRC) and P1 FUELS to produce a first-of-its-kind blend of green and synthetic fuelWith
ourFIApartner
UniBarge
B.V.,
we areseries,
develop
Europe’sfirst
dual-fueled
poweredbygreenandmethanol
to be
◦◦ We
with
World
Rally
Championship
(WRC)
and
P1 FUELS
produceabunkerfirst-of-its-kind
blend
of
green
synthetic
fuelfor◦partner
an
World
Rally
Championshipdemonstrating
theto
potentialforgreen
methanolincarbontransports.
We
partnerwithWorld
RallytoChampionship
(WRC)
and
P1 FUELS
tobargeproducea lowfirst-of-its-kindblendof green and synthetic
deployedatthe RallyPortofRotterdam,
Europe’slargest port,
inthe
2024.
The barge
will
be
first
green
inlandwaterway
craft in Europe
an FIAWorldChampionshipseries,demonstrating
potential
for greenmethanolin poweredlowcarbontransports.
◦ for
With
our
partner
UniBarge
B.V.,
we
are
to
develop
Europe’sfirst
dual-fueledbunker
barge
by
green
methanol
to be
fuel
for
an
FIA
World
Rally
Championshipseries,demonstratingthepotentialforgreen
methanolinlowcarbon transport.
to alsoa methanol
bunkerdeliveryvessel,both deliveringand operating
methanol.
◦ Withourserve
partner
B.V.,
we areto develop
Europe’sdual-fueledbunkerbarge
poweredby greenmethanolto in
beEurope
deployed
at as
theUniBarge
Port of Rotterdam,
Europe’slargestport,firstin 2024.
The barge
willonbegreen
first
green
inlandwaterwaycraft◦ Withourpartner
UniBarge
B.V., largest
we areport,
to develop
Europe’s
firstbedual-fueledbunkerbargecraft
poweredby green methanol to be
deployed
at
the
Port
of
Rotterdam,
Europe’s
in
2024.
The
barge
will
first
green
inlandwaterwayinEuropeto also serve as a methanol bunker delivery vessel, both delivering and operating on green methanol.
to also serve
as a methanol
bunkerdelivery vessel,
both delivering
operatingon Thegreenbarge
methanol.
deployed
at the Portof Rotterdam,
Europe’slargestandport,
in 2024.
will be the first green inland waterway craft inEurope to also serve as a methanol bunker delivery vessel, both delivering and operating on green methanol.
Annual Report 2022

65

Annual Report 2022 65
Annual Report 2022 65

Annual Report 2022

62

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance continued
Resource use and circular economy

Local biodiversity and ecosystem services

Our approach to Resource Use and Circular Economy

Our approach to Local Biodiversity andEcosystem Services

Our production processes for nitrogen and methanol
products produce limited by-products and are not waste
intensive. Our distribution processes are primarily bulk
shipments with minimal packaging required. Almost all thewaste we produce is non-hazardous and primarily result
from maintenance activities. Each facility monitors andminimizes its hazardous and non-hazardous waste throughactive waste management programs. The primary sourceof hazardous waste is spent catalyst, which is disposed ofsafely as per local regulations. We minimize potential waste
leakage, effluents, or spills through primary and secondary
containment systems that are regularly inspected. Allprocesses undergo regular reviews by our HSE teams
to identify and implement waste reduction opportunities
where possible.

Non-GHG pollution in our operations
Our approach to Non-GHG Pollution in our Operations
Nitrous oxide (N2O) is almost 300 times more potent thancarbon dioxide (CO2) as a greenhouse gas and is primarily
produced by our nitric acid plants. We have invested in
our nitric acid plants to bring our nitrogen oxide (NOx) andN2O emissions down by installing best available abatement
technology such as de-NOx or selective catalytic reduction
units and catalyst replacements through our responsible
catalyst management processes.
As a result of these investments, our global N2O emissions
are lower than the global average for nitric acids plants,
and our overall NOx emissions are lower than the global
average for nitric acid plants. We continue to evaluate ways
to achieve further reductions of our NOx and N2O emissions.

Analyst's
cornerGRI 304-1; GRI 305-7; GRI 306-1;
GRI 306-2

None of our production facilities are located near protectedareas or areas of high biodiversity, and we are not required
to maintain a biodiversity management plan for any of oursites. We comply with all relevant regulatory requirements
and environmental policies when assessing new projects,
which would include environmental and biodiversity impact
assessments wherever relevant.

EU Taxonomy
As of 2021, we have started to report on the EU
Taxonomy. For FY 2022, we have disclosed eligibility
and alignment on the first two environmental objectives(climate change mitigation and climate change adaptation)in our total turnover, capital expenditures (CapEx) andoperating expenditures (OpEx). We concluded that 25% of
our turnover activities (refer to page 224), 31% of our CapEx
activities (refer to page 224) and 26% of our OpEx activities(refer to page 227) qualifies as eligible.
We determined that our activities are categorized underactivity 3.15 – Manufacture of anhydrous ammonia. The
manufacturing of methanol, blends, and melamine wasassessed and is not eligible under the economic activities
currently in scope of the EU Taxonomy.
We evaluated the eligible activities in relation to thesubstantial contribution, the DNSH and MS criteria. For
FY 2022, we do not report Taxonomy-aligned activities
as we do not formally meet all substantial contribution,
DNSH and MS criteria yet. We will continue to improve
our processes to meet these applicable criteria of the EU
Taxonomy. For further details, see EU Taxonomy in the ESG
performance statements.

Annual Report 2022

63

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance
Our people are fundamental to our
success. We strive to create a safeand encouraging workplace where
there is mutual trust and respect.
We promote our CARE values inevery aspect of our business byinvesting in our people to accelerate
their development and invest in
their passion to excel.
Performance summary
Health, safety

and wellbeing

and wellbeing

Lost Time

Total Recordable

Injury Rate

Injury Rate

0.08

↓

0.40
2021: 0.35

Diversity & inclusion in
our own workforce
Women in seniorleadership positions

21.8%

Our approach to Health, Safety & Wellbeing
As described on page 46, our Global Operational Excellence
Program is founded on three key pillars that are tightlyinterlinked: Process Safety, Reliability and Energy Efficiency.
Process safety enables reliability, which in turn enables
energy efficiency to achieve lower GHG emissions.
Our approach focuses on the following health, safety andenvironment (HSE) priorities:-

Commitment to zero injuries-

Focus on operational excellence-Continuous improvement of our processes-

Health and wellness of all employees

Our HSE Framework

Health, safety

2021: 0.20

Health, safety & wellbeing↓

The HSE Framework provides our sites, employees, andcontractors with a set of standards and procedures basedon industry standards and global best practices. Our↑

HSE policies and standards apply to all employees andcontractors, regardless of employment type.
Each facility additionally implements tailored initiatives andsupplemental procedures to enhance their HSE standards
depending on their specific needs and technologies.
The Board HSE & Sustainability Committee, which isalso responsible for supervising the group’s overall HSE
performance, receives quarterly updates. The HSE functionis led by the Corporate HSE Director, who reports to the VP
Manufacturing. The HSE organization comprises corporate
and local teams who are responsible for HSE compliance,
monitoring, and reporting.

“The health and safety of
our employees isessential to thesuccessful conduct andfuture growth of ourbusiness and are in thebest interests of our
stakeholders.”
HSE performance monitoring
The Corporate HSE team reviews and monitors all facilities’site-specific programs and performance metrics, which are
implemented, maintained, and reported by each facility’s
management team in compliance with the HSE Policy. The
Corporate HSE team also assists the sites in implementing
the OCI HSE policy when required and reports each site’s
performance to the HSE Committee on a quarterly basis.
The HSE & Sustainability Committee sets groupwide targets
that are cascaded to site-specific HSE targets annually.
The Executive Directors review each site’s monthly HSE
performance and trends with local site leadership during themonthly business review. In addition, HSE audits at each site
periodically assess the implementation of OCI’s HSE policy.

2021: 24.0%

Analyst's
cornerGRI 2-8; 403-1; 403-2; 403-3;
GRI 403-4; 403-5; 403-6; 405-7;
GRI 405-8; SASB RT-CH-320a.2

Annual Report 2022

64

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance continued
Health, safety & wellbeing continued
Commitment to zero injuries
Safety is a core focus in every aspect of our operations.
Our goal is to achieve leadership in safety and occupational
health standards across our operations by fostering aculture of zero injuries at all our production facilities, andcontinuously improving health, safety and environmental
monitoring, prevention and reporting across our plants.
We have integrated this goal into our corporate values, andinto the programs and policies of each of our production
facilities. Safety is considered an integral part of plant
operation, quality control, cost reduction and efficiency, andwe are committed to providing resources to enable this.

Occupational safety
The lost-time injury rate (LTIR) decreased from 0.20 in
2021 to 0.08 in 2022. The total recordable injury rate
(TRIR) remained more or less flat at 0.40 (2020: 0.35).
We take every incident seriously and have conducted fullinvestigations and incident reports for each, sharing learningand best practices across the group after each incident inan effort to avoid repetition.
We are committed to enforcing a culture of zero injuries,
where every person is safe at all times. During the year,
one of our sites achieved zero injuries, and five of our sites
achieved zero lost-time injuries.
We are proud of every employee’s and contractor’sdiligence and attention to safety, which has brought our
total recordable injury rate down by around 50% since2014. Accordingly, we maintain awareness activities for all
employees and contractors as part of our training program.
We also reinforce our HSE standards among contractors,
which have historically consistently suffered more incidents
than our employees.

Analyst's
cornerGRI 2-8; 403-1; 403-2; 403-3;
GRI 403-4; 403-5; 403-6; 405-7;
GRI 405-8; SASB RT-CH-320a.2

We will continue to promote a strong safety culture andfocus on targeting zero injuries across our organization,
both with our own employees and with contractors.

work diligently to reduce the number of PSIs at all our sites
every year.

Global management and quality assurance standards
Emergency preparedness
Every facility has emergency preparedness plans inplace with emergency response teams. The emergency
preparedness plans and response teams are tested andtrained regularly. All sites also align closely with local police,
fire, and other emergency response providers to ensure thebest possible response protocols are implemented. Facilities
located on shared industrial sites also coordinate closelywith the industrial site facilities management teams.

Focus on operational excellence
We promote excellence in every aspect of our operations
to ensure a safe and healthy work environment, protect
our communities, and optimize operational costs. We
continuously train all employees to implement thebest sustainable practices and maintain our focus on
operational excellence.

Our assets hold global certifications recognizing thequality of our products and management processes,
including ISO 9001 Quality Management Systems, ISO
14001 Environmental Management Systems, and ISO 45001
Occupational Health and Safety Management Systems.
Other certifications include International Sustainability andCarbon Certification (ISCC), Fertilizers Europe ProductStewardship, and OCI Methanol Texas is an OSHA VPP
Star Site.

Continuous improvement of our processes
We regularly assess our HSE management systems toensure our processes enable operational excellence. We
do so through internal and external HSE audits, insurance
reviews, performance reviews, incident analysis, andgroupwide knowledge sharing. We reward HSE excellence,
encourage best practice sharing across our sites, andprovide additional support wherever needed to ensure allsites meet or exceed our standards.

Process safety
We implement a process safety management frameworkacross our sites, which was developed based oninternational industry best practices and standards including
the U.S. OSHA Process Safety Management regulations and
AIChE Technology Alliance – Center for Chemical Process
Safety (CCPS) information. Our PSM is further enhanced bycase studies on industry incidents and lessons learned andbased on learning from underlying leading KPIs.
We track process safety incidents (PSI’s) in three categories
of severity and take all incidents very seriously. The PSI rate
(PSIR) improved from 0.55 in 2021 to 0.51 in 2022.

Groupwide knowledge sharing
We have set up several avenues to enhance and facilitatecommunication and knowledge sharing across our global
HSE community. Examples include:-

Monthly groupwide safety calls to share learningsof occupational and process safety incidents and toinitiative companywide improvement initiatives.

-

All sites generate one-page flyers of incidents and nearmisses that are shared, and lessons learned with fellow
colleagues during the monthly Process Safety Sharing
Incident Teleconferences.

All PSIs are reviewed with a root-cause-analysis withlessons learned shared across all sites. We continue toAnnual Report 2022

65

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance continued
Health, safety & wellbeing continued
Health and wellness of all employees
Occupational health and general well-being are part of ouroverall HSE management, and we implement wellness
programs across the organization to ensure that everyone
working at OCI remains healthy.
A Fitness for Duty Process is set up to ensure that each
employee can safely perform the essential physical andmental requirements of the job. A Health Risk Assessment
approach is in place to estimate the nature and probabilityof adverse health effects to people by identifying theadverse health effects that can be caused by any exposure
to any hazardous agent or the work environment.

Plant certifications
Plant

ISO 9001

OCI Nitrogen
EuropeISO 45001

ISO 50001●

OCI Methanol
Europe●●OCI Methanol
Texas

EFC

●

●

●

●

EBIC

●

●

●

●

Fertil●●●●Others-Fertilizers Europe - ProductStewardship certificate-

ISCC PLUS Green Ammonia

-

ISCC

-

OSHA VPP STAR

-

ISCC

-

BlueAm Standard-

DEF added to ISO 9001-

RC 14001 – Responsible CareManagement System

Total Recordable Injury Rate

Lost Time Injury Rate
0.45

0.25

0.40
0.20

ISO 14001

0.35

0.20

0.30

0.15

0.40
0.35

0.25
0.20

0.10

0.15
0.08

0.05

0.10
0.05
0.00

0.00
2021

Analyst's
corner2022

GRI 2-8; GRI 403-1; GRI 403-6
SASB RT-CH-320a.2

2021

2022

Annual Report 2022

66

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance continued
Diversity & inclusion in our own workforce
We are OCI Global
As a global employer present in ten countries, we value
the breadth and depth of talent available to us across
our locations and are proud to have cultivated a strong
community-focused identity as a local employer with 4,059
employees around the world.
We are committed to maximizing the use of local resources
whenever possible by drawing local people into ourcompany and developing their skills, and by choosing
local partners where possible to supply materials andother services.
This approach has allowed us to develop a diverse global
workforce encompassing 56 nationalities, with multiple
ethnicities, religious beliefs, cultures, ages, orientations, andother traits working together respectfully and with a sharedsense of purpose. Together, we are powering a cleaner
future sooner.
However, we know there is more work to be done tonurture the diversity of thought, experience, backgrounds,
and viewpoints that we believe is crucial to enriching our
performance, quality of decision making and culture. We arecommitted to fostering an inclusive culture that allows every
voice in our organization to be protected, heard, and valued.
We have translated this commitment into action through ourgroup-wide D&I program, which aims to ensure fairness,equality, and diversity in recruiting, rewarding, motivating,retaining, and promoting employees.
Though we operate in traditionally male-dominatedindustries, we are focused on improving our gender diversity
in both technical and non-technical roles and at all levelsof our organization. We have set internal benchmarks andtargets to improve our recruitment processes, conduct
de-biasing training, provide sponsorship and mentorship

Analyst's
corneropportunities, and develop employee networks that help
them succeed.

Gender(total employees)

During the year, we implemented multiple initiatives toimprove our gender diversity, including mentoring of womenby senior leadership, interaction between women andexecutive leaders, and specific attention for women during
talent review and succession planning. Our D&I programis supported and monitored through a D&I forum inwhich senior leaders review, discuss progress, and action
necessary interventions or improvements across our D&I
agenda to champion and drive further progress to achieve
our goals.
We believe these initiatives will enhance inflow,
development, growth, and retention of talented women at
OCI Global.

12.9%

87.1%
FemaleMale

Gender(leadership positions)

21.8%

Talent recruitment, development, and retention
We are committed to fostering an environmentthat encourages individuals to seek opportunities for
professional growth and enrichment. We recognize theimportance of training and development of new employees,
improving the performance of experienced employees, andbuilding future leaders. We invest in our employees throughtraining and development programs focused on professional
growth and enrichment. Opportunities are tailored to theneeds of each employee and can include on-the-job
practical training programs, sponsoring higher education,
mentorships and leadership programs for succession
planning, and online courses
During the year, our recruitment process supported ourgender diversity program by using diverse recruitment
sources, training employees engaged in our recruitment
to ensure that they recognize conscious and unconscious
bias to select the best candidates fairly for every role, andinvesting in the development of a pipeline of talented female
students through the strong school links we have across our

78.3%

Female1.0%

Male

Age profile

11.8%

1.5%

19.3%

25.6%

40.8%
under 25

25-34

35-44

45-54

55-64

65+

GRI 401-1; GRI 405-1
Annual Report 2022

67

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance continued
locations. Through sizable donations in Iowa and Beaumont,
we have supported the establishment of STEM-focused
educational opportunities for students of all ages. We havealso encouraged female participation in STEM by attracting
more female co-ops, interns and apprentices, and investingin the Society of Female Engineers conference in the USA.
For more information on our STEM-focused community
initiatives, refer to the Local community engagement sectionof this report. These developments to our talent pipelinedemonstrate our commitment to improving the genderbalance in our industry, attract a more diverse pool ofcandidates, build a stronger talent pipeline, and create amore diverse and inclusive workplace culture.
In terms of the development of our employees, we continue
to focus on a fair and equitable distribution of potential
successors for each role and are committed to promoting
diversity and inclusion in our succession planning process.
We are also cognizant of the importance of creating safe
spaces for employees to be heard, and have set up
multiples avenues to encourage this, including mentorship
opportunities, informal meetings for direct access to female
leaders and senior management, workshops and training
sessions on inclusive behavior, and feedback sessions forfemale employees to discuss the status of our D&I agenda.
At the Board level, we continue to prioritize the recruitmentof female candidates should a board vacancy arise, withthe percentage of female Executive Directors currently
at 25% and the percentage of female Non-Executive
Directors as per the upcoming AGM subject to shareholder
approval at 33%, in line with diversity legislation. Women
as a percentage of total employees increased to 12.9% in
2022 from 11.4% in 2021. Approximately 21.8% of seniorleadership positions across the organization were held by
women, indicating we are making progress to achieve
our 25% by 2025 target, despite this being a stretchinggoal given the expected growth in the business will be in
manufacturing rather than corporate roles going forward. In

Analyst's
corner“We are committed to an
inclusive culture with adiverse workforce, where
every person isrecognized, valued, andthrives.”
non-technical roles we have already achieved 32.0% female
employees. We will continue to work towards increasing
gender diversity while continuing to hire and promote basedon merit.

Competitive Pay
We are mindful of the importance of ensuring that all
employees are well rewarded and recognized for theircontribution to the business and have crafted our local
compensation frameworks to ensure that we pay well.
We believe that when an employee can afford theirfamily’s needs including discretionary income, they are
more motivated to succeed. We consistently rank between
median and upper quartile of employers by annualcompensation in each of our communities.
In addition to the ability to earn top quartile compensation,
we offer all employees, including part-time employees,
a range of benefits, including but not limited to healthinsurance, retirement plans, parental leave, and other nonfinancial benefits in line with local employment laws.

GRI 401-1; GRI 405-1
Annual Report 2022

68

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance continued
Employee engagement
Employee engagement and culture
We strive to encourage open dialogue across all levelsof the organization, including with senior management.
The OneOCI platform provides employees with regular
updates on a variety of corporate, operational, and industry
matters, enhances communication across the group, creates
opportunities for employees to connect across countries
and functions, and provides an additional means to reachsenior management. We also conduct surveys at the groupand local levels to gather feedback on various topics.
We value the feedback from these engagement channels
and are continuously making improvements to enhance
all employees’ experiences at OCI. As part of our wider
engagement efforts under the OneOCI program, we plan
to conduct a groupwide employee engagement survey in2023 to identify our internal baseline and develop targeted
engagement actions per site and function.

to ensure we focus on improving both what we do and how
we do it across the company.

business partners with regards to the same compliance
topics as are included in our Code of Conduct.

We have also adopted a lean functional organization which
has now been implemented with global centers of expertise
supporting networks of technical and functional experts
across our operating units. As a global business with aconsistent culture and way of working, we are creating new
career opportunities for our existing employees to develop
their careers locally, regionally, and globally.

These principles are based on global human rights
standards, including the International Bill of Human Rights,
the International Labour Organization’s declaration on
Fundamental Principles and Rights at Work, and the United
Nations International Children’s Emergency Fund (UNICEF).
Accordingly, our suppliers cannot use forced or child labor,or engage in slavery or human trafficking.

a cleaner future s
oon
ring
we
er
Po

Collaboration
working across our diverse
cultures with mutual respect,
inclusion, drive, and innovation

Excellence
working with anemphasis on safety,
ownership, and integrity

ValuesWe promotea cultureof CARE

Agilityworking dynamicallyand swiftly to capitalize
on opportunities andadapt to change

These principles also form part of our Human Rights Policy,
which falls within our Compliance Framework and aims toensure that salient human rights issues potentially arisingthrough our supply chain are tackled effectively. We perform
customary due diligence to ensure our suppliers andbusiness partners are compliant and have an anonymous
reporting hotline where employees can report suspectedviolations throughout our supply chain.

Unions and Works Councils
During the year, we launched a culture change program
to make our culture more explicit and promote our sharedvalues of Collaboration, Agility, Resourcefulness andExcellence by developing OCI Behaviors to complement
and reinforce our values. Our behaviors promote three areasof leadership:-

Results: driving relentlessly for results and acting as
an entrepreneur,
People: empowering people and working
collaboratively, andThought: managing complexity while having the ability toreflect and learn.

We have deployed our values and behaviors extensively
throughout several of our key talent initiatives including
training and performance management. We have supported
the values and engaged our employees in promoting our
OCI behaviors within our performance management system

Analyst's
cornerGRI 2-30
SASB RT-CH-530a.1

Resourcefulness
working diligently and proactively to create
exceptional value for all our stakeholders

Other social impacts
Human and labour rights
Our approach to Human and Labour Rights
We are committed to respecting and promoting humanrights and safe working conditions.
We conduct all business activities responsibly, efficiently,
transparently, and with integrity and respect towards all
stakeholders. We maintain a Business Partner Code of
Conduct which outlines our expectations towards ourOur employees can join a union, works council, employee
association, trade union, or similar labour organizations inline with local regulations. As such, approximately 32.7% of
our total workforce is covered by Collective bargaining orunions. We strive to maintain productive relationships withthe labour organizations representing our employees andengage with them regularly.

Our human rights policy principles-

No forced or child labor
No harassment or discrimination
Safe and healthy workplace
Fair compensation and living wage
Equal employment
Freedom of association and collective bargaining

Annual Report 2022

69

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance continued
Local community engagement
Our approach to Local Community Engagement
As a local employer in each of our communities, we areproud to have strong stakeholder engagement programs inplace that allow us to identify and participate in the social
development causes that matter most locally. Accordingly,
we have cultivated local social development programs
tailored to the specific needs of each of our communities
to maximize the impact of our donations. In addition to oursponsorships and financial contributions to various causes,
our employees personally invest their time in our local
communities by participating in fundraisers and volunteering
at events.
Our community outreach and philanthropic philosophy
are founded on two core development pillars: education,with a focus on Science, Technology, Engineering, andMathematics (STEM), and local social development, with afocus on food security.

Our Impact in 2022
Our tailored approach allows us to create a meaningful andsustained impact through long-standing partnerships withcharities and non-profits serving our communities, such as
Southeastern Iowa Community College’s Building the Dream
program, JINC in the Netherlands, World Central Kitchen,
the Southeast Texas Food Bank, Sawiris Foundation forSocial Development (SFSD), and Fertil’s College Students
Internship Program. Please refer to Our Stories on our
website for more examples of how we create value forour communities.

Analyst's
corner

Education
We endow time and resources into the entire education
value chain, from donating school supplies to children inneed and rewarding high achievers by funding university
scholarships and providing on-site training and internshipopportunities. Our local operations have worked hard toencourage students of all ages to pursue an education infields of science, technology, engineering and mathematics(STEM) through various initiatives. In 2022, 1,624 students
and young professionals benefited from the training or
education opportunities availed through the programs weparticipated in or sponsored in Europe, the United States,
and North Africa.
We also participate in programs specifically designed
to encourage girls and young women to pursue STEM,
such as the Girlsday science and technology programin the Netherlands and Lamar University’s Society of
Women Engineers.
In addition, we continue to partner with JINC in the
Netherlands to provide underprivileged 8–16-year-olds withmentorship opportunities in various professions, helping
them find out what kind of work suits their talents and how
to apply for a job. During the year, we hosted 259 students
at our nitrogen facility in Geleen and in our Amsterdam
office. OCI employees provided mentorship and coachingon digital skills, career paths, and job applications, andprovided short internships. In addition, two JINC students
participated in "CEO for a Day", taking over a leadership roleby shadowing our Chief Legal and Human Capital officer in
Amsterdam, and the head of our nitrogen facility in Geleen.

In the United States, we made several sizeable donations
to develop education opportunities in Iowa and Texas. We
donated USD 200,000 to the Beaumont Independent School
District to develop opportunities to expand STEM education
for students through a mobile STEM lab, continuing ouryears-long partnership with the school district.
We also made a USD 250,000 donation to the Lee County
Career Advantage Center to provide additional educational
opportunities for individuals and families in southeast Iowa.
The Lee County Career Advantage Center is a collaboration
between the Fort Madison, Central Lee and Keokuk school
districts, Southeastern Community College, Lee County
Economic Development Group, and the southeast Iowa
business community, including OCI Nitrogen Iowa. The
center will provide a premier learning space designed toprovide students and parents with additional workforce
skills tailored to specific industries in the region and connect
those learners with local employment opportunities.

SASB RT-CH-210a.1
Annual Report 2022

70

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance continued
Food Security and Social Development
We pay close attention to the social causes that matterto each community to effectively participate in local
development. Such causes include sponsoring or donatingtime to local sports teams, music and arts festivals,
food banks, toy runs, youth programs, and animal rights
causes. In addition, we have strong ties to local healthcare
initiatives that provide necessary physical, mental, andemotional support to our communities. Our plants workwith trusted partners focusing on the issues thatsignificantly impact their communities, including elderly carecenters, cancer treatment and support, essential supplies
for the underprivileged, and programs that encourage
healthy living.
A key social issue both locally and globally is food security.
At OCI, advancing global food security is at the heart ofwhat we do, with our nitrogen fertilizer products providing
the key nutrient for crops. Our unique global nitrogen
fertilizer production footprint gives us unparalleled agility
in responding to volatile market conditions, which means
we are one of the few producers to continue to provide
essential nitrogen fertilizers to our European agricultural
customers today.
This has allowed us to help address potential grain shortfalls
and be part of the solution to a very real, human, global
problem, helping to alleviate food security concerns byproducing as much product as possible and filling in any
supply gaps that may arise.
In addition to nitrogen fertilizer security of supply, we
have consistently supported food security through local
and regional community programs, including providing over
400,000 meals through the Southeast Texas Food Bank
since 2015.

Analyst's
cornerCase Study: Partnering with World
Central Kitchen
As part of our commitment to help address food security
concerns, we are proud to provide meaningful support toWorld Central Kitchen (WCK) a nonprofit organization that isfirst to the frontlines, providing fresh meals in responses tocrises around the world, while working to build resilient foodsystems with locally-led solutions.
As a first investment, we made a USD 1.5 million donation
to assist World Central Kitchen in mobilizing to cook andserve 500,000 meals to people in need. This donation
helped support the WCK Relief Team in continuing their workaround the world. During 2022, WCK responded to crises inmore than 30 countries and served a milestone number ofmeals - 195 million, which is more meals distributed this year
than all of WCK’s history.
“This donation will be meaningful in helping WCK
serve comforting meals to survivors of disasters, quickly
and effectively,” said Erin Gore, WCK’s Senior VP for
Development. “We know that good food provides not only
nourishment, but also comfort and hope, especially in timesof crisis.”
For more information about World Central Kitchen and how
to support their work, visit www.wck.org.

SASB RT-CH-210a.1
Annual Report 2022

71

Introduction
Introduction

About Us
About Us

Our Performance
Our Performance

Risk Management
Risk Management

Corporate GovernanceCorporate Governance

Performance Statements
Performance Statements

Other Information
Other Information

Appendices
AppendicesSocialperformancecontinued
Governanceperformance
Health, safety & wellbeing continued

Plant certifications

OCI’s governance is aimed at supporting our ambition to provide a cleaner future, sooner, and providing sustainable
Health and wellness of all employees
Plant
ISO 9001
ISO 14001
ISO 45001
ISO 50001
Otherslong-term
creationallofourOccupational
healthvalue
and general
wellbeing forare part
our stakeholders. Our CARE values and OCI Behaviors shape our governance, ouroverall
HSE management,
we implement wellness●- Fertilizers Europe - Productcultureand ourandcomplianceframework. OCIN
programs across the organization to ensure that everyone
working at OCI remains healthy.

Performance summary

A Fitness for Duty Process is set up to ensure that each
employee
can safely perform the essential physical andResponsible
mentalrequirements
businesspracticesof the job. A Health Risk Assessment
approachis in place to estimate the nature and probability
Complianceof adverse health effects to people by identifying theconcerns investigatedadverse health effects that can be caused by any exposure
to any hazardous agent or the work environment.

100%

=

2021: 100%

Stewardship certificate

Strategy and sustainable long-term
valuecreation ●BioMCN●OCIB
Our strategic priorities as described in Our strategy aim
to deliver sustainable long-term value creation for our
stakeholders. These priorities are supported by the Boardand are underpinned by our commitment to invest inEFC● that help achieve●● oftechnology
and products
our purpose
powering
a cleaner futureenergyEBIC● sooner by revolutionizing●●
intensive industries that shape, feed, and fuel our world.
Fertil●●●The Board focuses on matters contributing to sustainablelong-term
value creation and continues to be involved
Sorfertin shaping the strategy, for example through continuous
IFCo
engagementwith all its stakeholders, including investors,
employees, customers and suppliers, regulators andNatgasoline
governmental bodies, and extensive and recurring Board
discussions on strategy. Our Board carefully weighs theinterests of stakeholders in developing the vision forthis sustainable long-term value creation, and regularly
monitors and evaluates the progress and realization of
our sustainable long-term value creation. Topics ourBoard paid attention to in 2022 were, amongst others,
sustainability in general and in particular sustainability
projects to decarbonize, health and safety within our
global organization, commercial strategy and operational
excellence and the people & culture. The Executive
Directors present the Company’s progress and realizationof key strategic objectives and initiatives at every
Board meeting.

Analyst's
cornerStakeholder
engagement- ISCC
PLUS Green Ammonia- ISCCWe have a comprehensive
stakeholder engagement
program through which we maintain regular dialogue with
- OSHA VPP STAR
our stakeholders, and our Board is fully apprised of- areas
ISCC of focus, concerns, and feedback atshareholders’each Board -meeting.
Pleaserefer to 235 of this Annual
BlueAmStandard
Report for an overview of our approach to each stakeholder● and our- engagement
DEF added toinISO
9001
group
2022.
●
●

-

RC 14001 – Responsible CareManagement System

GRI 2-12; GRI 2-13
Annual Report 2022
72
Annual Report 2022 80
73

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Governance performance continued
Diagram placement
Sustainability governance framework
quid ut restiore cument et quam none et aut audis

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management, capital allocation and financial planning,voloratem
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aut liquasp
eribus id
quatum.
operational
andactivities,
andother medium
and long-term decision-making. The Board has overall
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responsibility for OCI’s strategy, business objectives, anddolectusdaincluding
ipsape sapit
enienet fugianihil imincti
riskresmanagement,sustainability.

a digende liciam, sequatiae moluptati dit quam isquam, omnimaio.
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Committees monitor the progress made in the material
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are otherwise
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stakeholders, review and evaluate the KPIs with a longer
term view towards achieving announced Company targets
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coria
dolorrore cusapersperoandreviewtheCompany’s
ESG
disclosures.
tem velliquamus aut qui reratio cuptat eum qui
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HSE&S Committee’s
responsibilities
overseeing
ctatquamus
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strategy, policies,
targets
andditactionplans
relating
to all material
ESG matters with a particular focus
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on climate change, water & marine resources, biodiversity
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Analyst's
cornerGRI 2-12; GRI 2-13

The N&RC Committee is responsible for identification,
remuneration/equal opportunities, working conditions andodi comnimusam, sundi samusda nissum laccabores
other material work-related rights of its own workforce andvoloreribus.
managing the Company’s material impacts on value chain
workers
and relatedmaterial
risks andopportunities.
Mincimped
modisquitemporest
a quidelescitateBoard of Directors
Overall responsibility for OCI's
strategy, business objectives,

mporeria aperro to quia et, officidit el molor minis
The responsibilities and duties of the Audit Committee
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include the monitoring of the ESG reporting process,inctempos
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to identify
the information
andebitat.
reportedaccording to the relevant ESG reporting standards,
submitting recommendations or proposals to ensure
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integrity of the sustainability information, the monitoringamculloreniet lautque simolutvellatusam
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independence of the statutory auditors or the audit firms
and monitoring the disclosure of information enabling users
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The
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and risk management, including
sustainability

HSE & Sustainability
Committee
Centralized oversightof the ESG topics
Audit Committee

CapEx
Committee
Reviews andapproves
sustainability
related CapEx

Oversight of the material
governance topics andmonitor the ESG reporting
Nomination &Renumeration Committee
Oversight of the material
topics related to own
workforce and value
chain workers

Executive Directors
Management of sustainability,
including the development andimplementation of sustainability
targets and strategy

Sustainability SteerCo

OCI N.V. Annual Report 2022

14

Annual Report 2022

73

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Governance performance continued
Sustainability governanceframework continued
Each production facility’s leadership team is responsiblefor identifying and evaluating sustainability projects andopportunities, and report on their progress to the Executive
Directors during the site’s monthly business reviews. The
CapEx Committee reviews and approves sustainability
related CapEx with a view to balance our sustainability
goals with our other commitments and investment
returns thresholds.
The CEO, supported by the VP Sustainability, oversees thegroup’s sustainability function and execution of our groupwide sustainability strategy in close cooperation with othergroup functions and local leadership. We created a new ESG
reporting team within the Finance function in 2022.
In 2022, we also continued and expanded our work withstate governments, politicians and authorities across our
regions to advance our business objectives and the energy
transition, in particular with regard to the decarbonization
projects that we are developing on the basis of oursustainability strategy. In the Netherlands, we have signed
a non-binding Expression of Principles with the Dutch
Government and the provinces of Limburg and South
Holland, to accelerate our decarbonization strategy anddiscuss tailored government support related to regulatory
hurdles and funding gaps.

Our approach to responsible
business practices
Our compliance framework
As part of our CARE values, our standard of Excellenceemphasizes the requirement to act with integrity, by allof our employees during all of our business activities.
This is also reflected in our OCI behaviours (see further
Social performance, pages 64-71) and our Code of
Conduct, which requires all employees to act responsibly,transparently and with integrity and respect towards all
stakeholders. Whereas our Code of Conduct sets out
the principles every employee should observe to dobusiness with integrity, its underlying Policies contain further
guidance on specific topics, such as anti-bribery andanti-corruption, competition, sanctions, human rights, data
privacy and whistleblowing.
The Compliance function provides advice on these topics
and ensures that our employees are aware of and trained on
the Policies.

Our compliance organisation
The Board is ultimately responsible for compliance. The
Global Compliance Director reports to the CLHCO and is
responsible for maintaining OCI's Compliance Framework toensure it is in line with applicable laws and regulations andtailored to the needs of our company, as well as setting thecompliance agenda and the implementation thereof.
Operations and business management are responsible
for compliance within their respective operations andbusinesses and are supported by a Local Compliance
Officer. The Local Compliance Officer reports to both
operations management and to corporate leadership. On
a quarterly basis, the Local Compliance Officers reportto OCI’s Compliance function on the implementation of

Analyst's
cornerGRI 2-12; GRI 2-16; GRI 2-23;
GRI 2-24; GRI 2-25; GRI 2-26

the Compliance Framework in the operations and any
compliance issues. Our partnership Fertiglobe has its own
framework in place which is based on OCI’s Compliance
Framework and applicable laws and regulations. Since
Fertiglobe has become more independent, it has further
matured through the year by aligning it's OCI based
Compliance Framework priorities to the local environment
as well as applicable laws and regulations, thereby also
meeting the requirements and targets set by OCI.
In 2022, we have held regular Knowhow meetings with the
Local Compliance Officers of all OCI operations to shareknowledge, best practices and discuss dilemmas.
On a quarterly basis, the Compliance function reports on the
progress of compliance projects, compliance developmentsin the operations and businesses and compliance incidents
investigations to the Audit Committee. Key elements of ourCompliance Framework are embedded in our controls.

“At OCI we want to dobusiness the right way,
and by doing so we
safeguard our reputationand long-term success.”
Maud de Vries, Chief Legal and Human Capital Officer
OCI N.V.

Annual Report 2022

74

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Governance performance continued
Our approach to responsible businesspractices continued

Compliance
Framework

Our compliance framework continued
Our whistleblowing framework
We encourage our employees to speak up about complianceconcerns which gives us the opportunity to investigate andif required remediate the issue. Our Whistleblowing
Framework is described in our Whistleblower Policy. We
offer several channels to report compliance concerns, both
locally and at corporate level, also anonymously. An
independent third party provider operates our whistleblower
hotline through which reports can be made by phone oronline. External parties, including our business partners, canalso report potential compliance incidents.

Code of
Conduct

Sanctions
PolicyWhistleblower
policyThird Party
Management

All reports are treated confidentially. Investigations are
executed in line with our procedures which ensure prompt,
objective and fair investigations. Should complianceincidents qualify as material, the Integrity Committee,
consisting of the CFO, the CLHCO and the Global
Compliance Director, handles the investigation. We do nottolerate retaliation and, should retaliation occur, treat this asa disciplinary matter.
During 2022, 46 compliance concerns were reported, themajority of which originating from Fertiglobe. This significant
increase vis-à-vis the previous year likely results fromincreased employee awareness and trust, achieved bycontinuous communications about our whistleblowing
framework in any online and offline compliance training andother communications. Reported concerns mainly related toconflicts of interest, workplace behaviour and humanresources matters. Of these reports, 16 were closed as
substantiated and 29 as unsubstantiated, and 1 case is still
open at the time of finalisation of this Annual Report. Noneof these compliance incidents qualified as material. All
investigators handling these cases were independent from

Analyst's
cornerGRI 2-16; GRI 2-23; GRI 2-24;
GRI 2-25; GRI 2-26

Anti-bribery
and Anticorruption
policythe chain of management involved in the matters. Where
required, remediation actions have been taken which
include process- and control improvements and learningand awareness initiatives.

Third party management
We seek to do business with customers, suppliers andother third parties which uphold the same values as OCI.
A key aspect of our Third Party Management is ourIntegrity Due Diligence Program. As part of this program,we screen our prospective third parties to identify potential
issues regarding bribery & corruption, violations of sanctions
laws, human rights, labour conditions and other complianceissues. Where required, we perform additional in-depth due

Competition
policyPrivacyand data
protection
policyBusiness
Partner Codeof Conduct

diligence and take action to remediate risks or do not
engage with a certain third party. When a third party is
included in our Integrity Due Diligence tool, it is subject
to ongoing monitoring which means that we receive alerts
on any new potential compliance issues. Local Compliance
Officers monitor compliance with our Integrity Due Diligence
Program in their operations and report to Corporate
Compliance, which keeps oversight and provides advice
where needed. Key business stakeholders are trained on
the program.
We continuously monitor relevant sanctions developments,
with focus in 2022 on Russia-related sanctions pursuant to
the invasion of Ukraine.

Annual Report 2022

75

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Governance performance continued
Our approach to responsible businesspractices continued
Our compliance framework continued
Third party management continued
A new addition to our Integrity Due Diligence Programas of Q4 is vessel sanctions screening, whereby sea
freight vessels and their associates, are screened against
various sanctions watchlists prior to vessel appropriation.
We maintain a Business Partner Code of Conduct which
outlines our expectations towards our business partners
with regards to the same compliance topics as are included
in our Code, and invites our business partners to report any
potential compliance incidents to OCI directly or through ourwhistleblowing hotline.
With regards to competition compliance, we have updated
our risk assessment and provided workshops and training
sessions to senior management and commercial staff.

Our learning & awareness program
During 2022, our employees, including new joiners, weretrained via a group-wide E-learning platform on our Codeof Conduct, Diversity & Inclusion, Conflict of Interest,
Anti-Bribery and Anti-Corruption. We have launched a
dedicated and mandatory compliance onboarding webinar
in selected operations and have launched a new mandatorye-learning on Anti-Bribery & Corruption (AB&C). We haveprovided risk-based training to relevant audiences on
specific topics including Integrity Due Diligence, sanctions,third party payments and competition compliance boththrough webinars and in-person training sessions. We
have regularly communicated on (specific topics of) ourCompliance Framework to our employees.

Analyst's
cornerTax management
OCI aims to be a strongly committed member of thecommunities within which it operates and will be a good
corporate citizen acting at all times with explicit anddemonstrable responsibility, transparency, and integrityin all its dealings. OCI therefore aims to have positive
relationships with all its key internal and external
stakeholders (including Tax Authorities) and to manage its
tax affairs efficiently, effectively and within the boundaries
of OCI’s CARE values. As a key principle, OCI should
ensure that all tax activities are carried out in adherence
to both the letter and the spirit of applicable tax laws andregulations. OCI’s approach to tax is further outlined in the
Tax Management Policy adopted in 2020 which is publishedon OCI’s website.
On 20 December 2021, the jurisdictions of the OECD/G20
Inclusive Framework on Base Erosion and Profit Shifting(OECD BEPS) released the so-called Pillar Two Model Rules(also referred to as the “Anti Global Base Erosion” or “GloBE”
Rules) which are designed to ensure that large multinational
enterprises (MNEs) pay a minimum level of tax of 15% on
the aggregated qualifying income arising in each jurisdiction
where they operate (‘Pillar Two’). On 15 December 2022, theEU Member States unanimously adopted an EU directive
ensuring a global minimum level of taxation and agreed
to apply these rules for fiscal years starting on or after
31 December 2023.

A qualifying taxpayer calculates its effective tax rate for theaggregated activities in each jurisdiction where it operates
and pays top-up tax for the difference between its effective
tax rate per jurisdiction and the global minimum tax rate of
15%. Any resulting top-up tax is generally charged in thejurisdiction of the ultimate parent of the MNE (OCI N.V.).
The OCI group is at risk of a top-up tax for the activities
held by the Fertiglobe group due to respective source
jurisdictions having a potential effective tax rate below 15%
as determined under the Pillar Two rules. As the Pillar Two
rules allow for a levy by the source jurisdiction under theso-called Qualifying Domestic Minimum Top-up Tax as well
as by an intermediate holding jurisdiction under the Partially
Owned Parent Entity rules, it remains uncertain in which
jurisdiction the top-up tax will need to be remitted as well asbased on which ownership percentage. It is expected that in
the course of 2023 other relevant jurisdictions will announce
further guidance on the implementation of the Pillar Two
rules in their respective jurisdictions.

A taxpayer will fall within the scope of Pillar Two if it hasforeign presence, more than EUR 750 million in consolidated
revenues and is not listed as an out-of-scope entity.

GRI 2-23; GRI 2-24
Annual Report 2022

76

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

4 Risk Management

Performance Statements

Other Information

AppendicesEnterprise risk management
and internal control

78

Strategic risks

81

Operational risks

83

Financial risks

86

Regulatory risks

87

Annual Report 2022

77

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesEnterprise risk management and internal control
Our businesses inherently involverisks. Our management is cognizantof these risks and takes a measured
mitigation approach. Our Board andmanagement foster a transparent
company-wide approach to risk
management and internal controls,
driven by our conviction that risk
management is most effective when
it is aligned with our strategy,
is integrated at all managementlevels, and is as dynamic as theindustry and environments where
we operate, allowing us to quickly
act on value creation opportunities.

Our approach to Risk Management
Enterprise risk management (ERM) framework
Risk management is a company-wide activity with roles
and responsibilities allocated across all levels of the groupto secure our in-control position. Equipped with updated
insights from the market, industry, and geopolitics, wefollow a bottom-up and top-down approach to ensurethat all relevant business and ESG risks are identified,managed, and reported in a timely and comprehensive
manner. The Internal Audit & Risk Team is tasked with
providing reasonable assurance to the audit committee that
this risk management approach is designed and working
effectively throughout the year.
The Board has the overall responsibility of maintaining asound and effective risk management and internal control
program. The Audit Committee supports the Board inmonitoring our risk exposure, including the design andeffectiveness of our internal control program. While every
OCI employee is responsible for managing risk within his
or her own area of activity, the Executive Directors – andparticularly the CFO − own the Group-wide risk landscapeand lead the effort in mitigating all types of risks.
Each quarter, executive management monitors andassesses the consolidated group risk profile comprisingof strategic, operational, financial and compliance risks
with the involvement of key stakeholders. The Internal
Audit & Risk team assists the Audit Committee, Executive
management, and local management by facilitating theidentification of risks and the promotion of risk awarenessand ownership across our organization.

Internal control framework (ICF)

and applied, and we are continuously aligned with our
external auditors.
Our ICF is aligned with the Internal Control Integrated
Framework of the Committee of Sponsoring Organizationsof the Treadway Commission (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 information necessary to make informed decisions.
Our Internal Audit function is certified by the Institute ofInternal Auditors (IIA).
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 controlsthat mitigate fraud risks.
The EU’s Corporate Sustainability Reporting Directive(CSRD) will go into effect in 2024 and management,with the support of the Internal Audit & Risk team, is
expanding the internal control framework to incorporate
the necessary ESG controls. During 2022, an independent
readiness assessment was performed to review the four
selected ESG KPIs: GHG Intensity, Energy Efficiency, Loss
Time Injury Rate, and Total Recordable Injury Rate. The
scope of review included the internal control environment
and process level controls.
To prepare for the external assurance engagement in 2023,
the Internal Audit & Risk team will support management inestablishing the necessary controls over the reporting of theadditional 2023 in-scope KPIs.

The Internal Audit & Risk team is centrally managed
at the group level and operates across the operatingcompanies. This ensures our ICF is properly institutionalized

Analyst's
cornerGRI 201-2
TCFD Gov. a) b); Strategy a) b)
TCFD Risk Management a) b) c)

Annual Report 2022

78

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesEnterprise risk management and internal control continued
These categories allow management to identify & manage risk, and protects OCI's ability to create sustainable long-term value.
OPERATING COMPANIES
Key
responsibilities--

First line of defense responsibility forthe establishment of an effective control
environment based on corporate directives
and policies
Operational management reporting, risk
assessment and mitigation
Internal controls implementation and selfassessment

CORPORATE MANAGEMENT-

INTERNAL AUDIT & RISK

Risk reporting, assessment, and mitigation
Steering and supervision of theCompliance Framework
Identification of and capitalization on
key opportunities
Assessment of key market, financial
regulatory, and technological developments
against strategy execution

Independent and objective assurance
on the effectiveness of governance,risk management, compliance, andinternal controls

BOARD OVERSIGHT--

Review andreportingprocesses

-

-

-

-

-

Detailed monthly review of performance,
financials, operating issues, and key risks,
including Material ESG KPIs.
Quarterly risk assessments and reporting ofbusiness risk profiles to corporate leaders andexecutive directors
Local Internal Control Officer is responsible
for supporting local management on
the effective implementation of internal
controls, the compliance framework, andassists in monitoring and investigating
Whistleblower reports
Local management signs the Non-Financial
Letter of Representation to annually certify
the in-control position in relation to the Codeof Conduct, Corporate policies, and othernon-financial requirements, which includes
an assessment of our business conduct inrelation to the treatment of the environment,
people, and our policies and procedures toaddress corruption.
Operational, health, safety, environmental,
quality, security and emergency preparedness
systems are in place at each subsidiary

-

-

-

-

Consolidated budget and forecasts areused by management to evaluate KPIs,
investment strategy, and operations
Each quarter, Corporate managementmonitors and assesses the consolidated
group risk profile comprising of strategic,
operational, financial, sustainability, andcompliance risks with the involvementof key executives and corporate
function heads
Management is responsible for compliancewith OCI’s policies, internal control
system and risk management process.
Internal Audit & Risk facilitates, supervises
and provides proactive advice on theinternal control system and the risk
management process.
Additional control leadership fromother corporate functions including
Corporate Technical and HSE, Compliance,
Internal Control, Legal, Tax, Strategic
Planning, Group Controller, ESG Reporting
and Sustainability.

-

-

-

-

-

Quarterly reporting by the Internal Audit &Risk department to the Audit Committee ofthe results of internal audits, status of internal
controls implementations, operating company
risk assessments and Group consolidated
risk dashboard, highlighting effectiveness ofactions taken to mitigate the risks, risk trends
and the status of risks and issues
Internal Audit & Risk facilitates management’s
monitoring and assessment of enterpriserisks and risk mitigation using a risk
management application.
Internal Audit & Risk performs periodic
independent internal audits of subsidiaries.
Management is engaged in the identification
and remediation of control gaps
The progress of audit action plans ismonitored by the Internal Audit & Risk
department, local internal control officers
and by local as well as Corporatesenior management
Internal Audit & Risk assists the compliancefunction in monitoring the Whistleblower
Hotline and in carrying out investigations as
deemed necessary

Defines risk appetite andoversees risk management
strategies and activities
Delegates responsibility to
the Executive Directors
and provides resources toachieve the objectives ofthe organization
Oversees an independent
Internal Audit function
Board of Directors isgiven a full financial andoperational update by the
Executive Directors at each
Board meeting
Audit Committee (on behalfof the Board) monitors andreviews the internal control
and risk management
system and provides
guidance or investigates
specific topics as needed
The Board oversees theperformance of both theInternal Audit & Risk teamand the external auditor,
and receives regular
updates and reports fromboth functions

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesEnterprise risk management and internal control continued
Our key business risks with management’s assessment of each risk’s potential development
Our risk appetite is flexible to account for our diversified market presence and product portfolio and is tailored to four main categories. These categories tie into our strategic priorities and aim tosupport our ability to mitigate against risks and protect OCI's ability to create sustainable long-term value.

STRATEGICOPERATIONALFINANCIALREGULATORY

Description
Risks that may impede our ability to achieve
strategic objectives that we believe are critical to
our performance and growth. These are risks thatare considered strategic matters for the Board
and Executive Directors, and may impact thecompany as a whole.

Description
Risks that may impede our ability to achieve
operational objectives and performance. Theserisks can be internal or external, and are typicallydirectly managed and monitored by the local
management teams of each operating company
and supervised by our Executive Directors.

Description
Risks related to financial, accounting, andreporting controls and processes that may
impede our ability to meet financial commitments,
obligations, and daily operating needs.

Description
Risks related to non-compliance with or changes
in laws and regulations that may require changes
in the way we do business.

Risk appetite
As a leading player in our markets, we are able totake certain calculated strategic risks that create
opportunities to maximize our ability to deliver
outstanding value to our stakeholders while
maintaining a stellar reputation in the markets
where we operate. We take a measured approachto strategic risk management with the risk
appetite set by our Board for required investment
returns, ESG goals, market risk appetite, growth
capital expenditures, and corporate actions.

Risk appetite
We aim to minimize operational risks while
maximizing our ability to capitalize on ourleadership positions in our markets. We strive
to maximize operational excellence across ourcompany, striving to recruit, develop and retain
a diverse and talented workforce, while fosteringa ‘safety first’ culture across our organizationand facilities with a zero-tolerance approachto HSE risks. We continually assess andupdate our IT security controls and IT defense
strategies to maintain data integrity, data privacy,
and cybersecurity.

Risk appetite
We implement a financial strategy to maintainan efficient balance sheet whilst securing accessto financing through our investment grade credit
rating while balancing our capital expenditureneeds. Our risk appetite and key policies aredescribed throughout the annual report.

Risk appetite
We comply with applicable laws and regulations
everywhere we do business. All employees arebound by our Compliance Framework, which
we are continuously embedding throughout ourorganization. It is in our core values to act
with honesty, integrity and fairness to foster abusiness climate that maintains such standards.

Analyst's
cornerGRI 201-2
TCFD Gov. a) b); Strategy a) b)
TCFD Risk Management a) b) c)

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Strategic risks
Risk

POLITICAL AND
GEOPOLITICALRISK, RISK OF
UNILATERAL
SOVEREIGNACTIONS, AND
MACROECONOMICCHANGES

Risk Risk
trend appetite

Other Information

AssociatedStrategic
Priority

Description

Appendices

Commercial
Excellence

Risk management approach

Moderate OCI does business in both developed and emerging markets, which meansthat we are exposed to some countries where there is a risk of political or
socioeconomic instability, including the risk of adverse sovereign actions.
Accordingly, developments in any of the countries in which we operate
can create an uncertain environment for investment and business activity
and may adversely impact our business. This includes certain partnerships
and joint ventures that involve various economic, operational, and legalrisks that are different from the risks involved in owning facilities andoperations independently.
In addition, as our products and key inputs are global commodities, we areexposed to the impacts of global geopolitical instability. The macroeconomic
and geopolitical volatility, such as the Russian-Ukrainian war and any politicalinstability around the world has resulted in economic and market disruptions.
Our businesses may also be affected by potential unilateral actions bygovernments to control socioeconomic impacts.

We mitigate the impact of potential risks in any single market by maintaining
diversified sales destinations and geographic locations of our production facilities.
We sell our products around the world, reaching more than 50 countries in 2022.
Our maximum proven production capacity (MPC) of 16.7 million metric tons isgeographically split, with 35% in the USA, 23% in Europe, and 42% in the Middle
East and North Africa. We continue to closely monitor regulatory developments andmaintain flexibility to change trade flows that optimize net profits while adhering toapplicable regulatory frameworks.
We actively monitor economic, political, and regulatory developments. As part ofour effort to be a ‘local’ player in each of our markets, we have strategicallypartnered with sovereign-backed entities and maintain positive relationships withgovernmental bodies in the countries where we operate. Our legal and complianceteams diligently monitor and review our practices, to ensure we stay compliant withany changes in relevant laws and regulations. Management maintains contingency
plans for various unforeseen events and adverse scenarios.
We proactively perform due diligence procedures and continuously assess
and monitor our customers, suppliers, service providers and business partners
to ensure our and our partners’ compliance with sanction legislation andmitigate the risk of supply disruptions. Evaluation of credit exposure and credit
limits, supply alternatives and back-up solutions are other enablers to ensurebusiness continuity.

Risk trend

Risk decreasing

Risk stable

Risk increasing
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About Us

Our Performance

Risk Management

Corporate Governance

Strategic risks continued
Risk

Risk Risk
trend appetite

Performance Statements

AssociatedStrategic
Priority

Description

Risk management approach

Other Information

Sustainable
Benefits

AppendicesHydrogen at
our Core

ABILITY TO
EXECUTESTRATEGICPROJECTS ANDINVESTMENTS
RELATED TO OURDECARBONIZATIONSTRATEGYHigh

The success of our projects, investments and initiatives related to ourhydrogen strategy and development of our low carbon portfolio, is dependent
on several exogenous factors such as regulatory support and government
decarbonization policies, the timely development of sustainable technologies,
supply and demand dynamics for blue and green ammonia and methanol, andthe timing of the global transition to a hydrogen economy.

We have a comprehensive decarbonization strategy and believe we have adequate
mitigation and sustainability strategies to maximize the opportunities to develop
our business and help combat climate change, including capitalizing on thesubstantial hydrogen economy opportunities afforded to us by our primary
products – ammonia and methanol.

CLIMATE,
ADVERSEWEATHER
CONDITIONS, AND
NATURAL
DISASTERS

Moderate Climate change and adverse weather conditions can negatively impact fieldwork and fertilizer application seasons, which may affect the demand forour products. Climate change also poses a global transition risk which may
result in changes to market dynamics, legislation, and technology. Please referto page 274 for a description of the risks and opportunities presented byclimate change.

We have a balanced product split with no single product representing more thanapproximately 34% of our MPC. 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 ina more stable revenue stream. We are also geographically diversified, reducing therisk of local or regional weather events.

We follow a strong value creation logic to evaluate our sustainability projects,
Other risk considerations include internal factors such as our ability to execute with clear capital allocation targets, a focus on strategic partnerships and lowtimely and on-budget, the quality of our construction, and our reliance on
capex solutions, and conservative pricing assumptions for emerging products. We
third parties.
are committed to maintaining a robust and disciplined capital allocation policy
designed to balance the availability of funds and dividend distribution with growth
Accordingly, our strategic projects, expansion of existing assets, andopportunities and value accretive sustainability initiatives, while maintaining an
construction of new assets may not be as profitable as anticipated, andoptimal balance sheet and an investment grade debt profile.
may be subject to integration, regulatory, environmental, political, legal andeconomic risks, which could adversely affect our business. Please refer
We have an extensive history of successfully building projects of large scale andto page 274 for a description of the risks and opportunities related tocomplexity, both individually and in partnership with our investment partners.
climate change.

Adverse weather conditions and natural disasters, health epidemics or
pandemics, and other extraordinary events could result in property
damage, loss of life, production interruptions, price volatility, and supply
chain disruptions.

We are committed to exploring and promoting the highest standards ofenvironmental responsibility, through low carbon investments, reduction of ourenvironmental footprint and digital solutions. Please refer to Our strategy andEnvironmental performance for a description of how we intend to reduce ourenvironmental impact and contribute to achieving global decarbonization goals.
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 thatcover natural disasters.

Risk trend

Risk decreasing

Risk stable

Risk increasing
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About Us

Our Performance

Risk Management

Corporate GovernanceOperational risks
Risk

CHANGES TO
CONDITIONSAFFECTING
OUR MARKETSANDCOMMODITIESRisk Risk
trend appetite

Performance Statements

AssociatedStrategic
Priorities

Description

Other Information

Commercial
Excellence

Appendices

Strategic
AssetsRisk management approach

Moderate Our products are global commodities whereby 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 andrestrictions, and supply deterioration.

Our diversified product mix is exposed to a variety of cyclical and seasonalpatterns which mitigates the impact of an individual product’s fluctuations andresults in a more stable revenue stream. We continuously evaluate our priceexposure and have hedged both our products and our raw material feedstock
positions where appropriate based on our risk appetite and our understanding ofmarket factors. We also occupy a leading market position in many of our products.
We have policies in place to respond to competitive factors and maintain mutually
beneficial relationships with our key customers to effectively compete and achieve
our business plans. We have global sales, marketing, distribution, and logistics
teams that work diligently to expand our sales channels, develop new and repeat
customer relationships, negotiate favorable contracts, and create market contacts
by attending various industry and trade conferences.
Our manufacturing teams work diligently to ensure our plants operate efficiently to
produce high quality products that meet or exceed international standards.
In terms of the availability and cost of our key feedstock – natural gas – we havehedged our global exposure to natural gas price fluctuations through a mix oflong-term contracts in the United Arab Emirates, Egypt and Algeria, and hedge
positions in the United States and the Netherlands, based on a risk management
strategy approved by executive management.

BUSINESSINTERRUPTION
AND PRODUCTION

Low

Our production facilities may experience unplanned shutdowns or utilization
rate reductions, which may result in lost volumes and unplanned costs.
Examples of our risk exposure include insufficient reliability and maintenanceprograms and poor management of major turnarounds.

We have consistently invested in best-in-class technologies at all our facilities,
which maximizes reliability and efficiency. Our facilities on average are young
compared to our peers in the industry. We have also invested heavily in our older
facilities to refurbish, debottleneck, and improve efficiency and reliability.
We have a well-developed preventative maintenance system, including scheduled
maintenance turnarounds, frequent follow ups on action items from previous
shutdowns, and regular knowledge- sharing amongst all sites 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 plantreliability and pre turnaround audits. Our plants have Business Continuity plans to
respond to adverse events, and for large and extended shutdowns, our plants havebusiness interruption insurance.

Risk trend

Risk decreasing

Risk stable

Risk increasing
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About Us

Our Performance

Risk Management

Corporate GovernanceOperational risks continued
Risk

HUMAN CAPITAL

Risk Risk
trend appetite
Low

Performance Statements

AssociatedStrategic
Priorities

Other Information

EngagedOrganization

AppendicesLong-Term
Sustainable
Value Creation

Description

Risk management approach

Our ability to compete effectively and meet market demands depends
heavily on the competence, engagement, enablement, and performance of
our employees. Our ability to recruit, develop and retain talented employees
is essential in maintaining our high-quality operations, strategic expansion
opportunities and to meet the expanded social and governance demands.

We have been able to attract, motivate and retain knowledgeable and experienced
employees thanks to our reputation and market position, our in- house training
and talent development programs, our Employee Incentive Plans (as described innote 22 of the financial statements). Additionally, we have engaged in strategic
partnerships with industry leaders, which offer employees exposure to high profile
projects and advanced technologies.
The success of our company is dependent 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 to our employees, to raiseawareness on these topics.
We continue to institute employee succession programs for key positions acrossthe group to ensure effective knowledge transfer in support of the continuity of ourbusiness operations.

CYBERSECURITY

Low

Despite our IT security measures, our information technology andinfrastructure may be vulnerable to cyber-attacks or breaches. Any suchbreach could result in business disruption or compromise our systems
and result in downtime or leak of personal and/or business sensitive dataadversely affecting our reputation.

We continuously assess and update our security controls and defense strategies tostrengthen our security posture and minimize our vulnerabilities to cyber-attacks.
Our IT team is focused on the monitoring and enhancement of our group IT security
posture for both our IT infrastructures and Operational Technology. We invested in
the migration to SAP S/4 Hana, which will create a consistent enterprise resource
planning (ERP) application across our Company. In addition, we invest in internal
resources, training, and engage with external security experts to support theimplementation of various action plans that are part of our comprehensive cybersecurity management system.
Throughout the year, we run several internal and external security assessments
across the group to ensure that our risk levels are acceptable. We also maintain agroup wide cyber insurance program as last line of defense in case of adverse
incidents. Additionally, we regularly run IT audits and security assessments toensure the continuous effectiveness of our security measures.

Risk trend

Risk decreasing

Risk stable

Risk increasing
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About Us

Our Performance

Risk Management

Corporate GovernanceOperational risks continued
Risk

ABILITY TO
MAINTAIN OURHEALTH, SAFETYAND
ENVIRONMENT(HSE) STANDARDS

Risk Risk
trend appetite
Low

Performance Statements

AssociatedStrategic
Priority

Other Information

EngagedOrganization

AppendicesSustainable
Benefits

Description

Risk management approach

Securing safe and healthy working conditions is our highest priority. Our
production sites are large industrial plants, and many of our raw materials areclassified as substances dangerous and hazardous to health. 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 aim to minimize the exposure to conditions that could negatively affecthealth, security, and safety. Furthermore, we aim to minimize the probability andconsequences of process safety and product safety accidents negatively affecting
people, environment, and our assets.
We strive to promote the highest standard of environmental responsibility with few
to no incidents that cause environmental damage.
We implement strict HSE training and operating discipline at every plant tominimize HSE risks, and we closely monitor our plants through regular managementsite 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 are actively monitoring our material ESG KPIs.

Risk trend

Risk decreasing

Risk stable

Risk increasing
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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Financial risks
Risk

CAPITAL
STRUCTURE,
ALLOCATION, AND
CURRENCY
FLUCTUATIONS

Risk Risk
trend appetite

AssociatedStrategic
Priority

Description

Moderate Our ability to deploy and raise capital effectively can impact our ability toachieve our strategic priorities or capitalize on business opportunities. We
are experiencing extremely volatile debt markets with a high cost of capitalfor acquisitions, capital projects and debt refinancing. This could therefore
have an adverse impact on our business prospects, earnings and/ or our
financial position.

Risk decreasing

Risk stable

AppendicesLong-Term
Sustainable
Value Creation

Risk management approach

In addition, a substantial portion of our consolidated revenue, operating
expenses and long-term debt is denominated in foreign currencies. Significant
changes in the exchange rates of certain operational currencies, such as the
US Dollar, the Euro, and the Algerian Dinar, can have a material effect on our
financial performance.

Risk trend

Other Information

We have a robust capital allocation strategy that aligns to our strategic priorities,
with governance and decision-making measures in place to balance opportunities
and risks. In 2022, we achieved investment grade status, which allows us
uninterrupted access to the capital markets. We closely monitor our cash positionand credit lines to ensure our financial flexibility.
We have diversified our funding sources to avoid dependence on a single market,
staggered our debt maturity profile to reduce repayment burdens and have
implemented other working capital improvement programs. OCI has robust inhouse financing expertise and a proven track record in both refinancing debt andaccessing new funding.
We hedge our foreign exchange cash flow risk on a consolidated basis by hedging
our transactional foreign currency exposure. We also hedge our interest rate risks
by maintaining a debt portfolio which predominantly carries fixed rates.

Risk increasing
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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Regulatory risks
Risk

CHANGES INREGULATORYCONDITIONS IN
THE MARKETSIN WHICH
WE OPERATE

Risk Risk
trend appetite
Low

AssociatedStrategic
Priority

Sustainable
Benefits

Risk management approach

Changes in laws, regulations and the related interpretations may alter theenvironment in which we do business. This includes changes in governance,
health and safety, competition and product-related laws and regulations, aswell as changes in accounting standards and taxation requirements. This
also includes the impact of proposed climate change related regulations
at both the international and national levels, such as the European Union’s
proposed carbon dioxide reduction targets, more stringent regulations inverifying sustainability and greenhouse gas emissions, the proposed carbon
border adjustment mechanism and the potential EU restrictions on nitrogen
fertilizer application.

We actively monitor regulatory developments to ensure we comply with the laws
and regulations of the countries where we operate, including climate and HSE
legislation. Additionally, we provide comments and feedback regarding proposedor draft rules when given the opportunity, specifically when draft rules are open for
public comments.

Our ability to manage regulatory, tax and legal matters and to resolve pending
matters within current estimates may impact our results.

Risk decreasing

Appendices

Description

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, which may
delay or interrupt our operations. In addition, global geopolitics have createduncertainty around tariff implementation in key markets, which may affectproduct or feedstock pricing.

Risk trend

Other Information

Risk stable

We have committed to reducing our greenhouse gas emissions to minimize ourenvironmental impact and contribute to achieving the decarbonization goals set
by the Paris Agreement. Please refer to Our strategy for more information. We
therefore maintain relationships with state governments, authorities and agencies
in the countries where we operate, to advance our business objectives and ourdecarbonization strategy.
In the Netherlands, we have signed a non-binding Expression of Principles with theDutch Government and the provinces of Limburg and South Holland, to accelerate
the reduction of industrial CO2 emissions from our Dutch operations and discusstailored government support such as on regulatory hurdles and funding gaps.
We continue to closely monitor and maintain flexibility to change trade flows thatminimize tariffs and optimize regulatory developments while continuing to comply
with regulations.

Risk increasing
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About Us

Our Performance

Risk Management

5 Corporate
GovernanceCorporate Governance

Performance Statements

Other Information

Appendices

Co-Chair's introduction

89

Board report90

Remuneration Report

107

Declarations

127

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Co-Chair's introduction
In addition to our focus on decarbonizing the energyintensive industries that shape, feed, and fuel our world, theBoard oversaw and approved several strategic, governance,and structural developments at OCI that we believe support
the resilience of our business model, including:

I am pleased to report another outstanding year for
OCI. Our success this year is a testament to our uniqueglobal presence, which gives us unparalleled agility inresponding to volatile market conditions as exemplified by
our ability to optimize ammonia production and imports in
the Netherlands to continue production profitably despite
the major European natural gas price challenges. We havealso made significant progress in developing our lowercarbon offering to deliver on our ambition to power acleaner future sooner, with the Board of Directors (Board)
approving the development of a 1.1 million metric ton peryear blue ammonia project in Texas and a carbon captureand sequestration project in Iowa, which would abate a
combined 2.2 million metric tons per year of carbon dioxide
once both are operational in 2025, the equivalent of taking
over 460 thousand passenger vehicles off the road per year.

For the year ended 31 December 2022, the Board reports
the following:-

The Board has reviewed and discussed the audited
financial statements for the year 2022.

-

The Board discussed with the external auditor theoutcome of their performed audits in accordance with
International Standards on Auditing.

1.

the strategic partnership for a 15% stake in the
Methanol group with Alpha Dhabi Holding and ADQ;

2.

the expansion of our diesel exhaust fluid production
portfolio into Europe and North Africa;-

The Board has received written confirmation of theexternal auditor’s independence.

3.

initiatives in our Manufacturing Excellence Program tofurther improve capacity utilization across our platformto achieve the full potential from our existing young
asset base;-Based on the review and discussions referred to above,
the Board has approved that the audited consolidated
and parent company financial statements be included in
the 2022 Annual Report (Annual Report).

4.

refinancing of debt at OCI Nitrogen Iowa and OCI NV
that resulted in a strong balance sheet and capital
allocation policy that received investment-grade ratingsfrom all three major rating agencies;

5.

program to align OCI’s existing governance procedures
to comply with the newly published 2022 Dutch
Corporate Governance Code, replacing the 2016
Code; and6.

the transition from KPMG to PwC as the Company’s
statutory auditor for the financial year 2023, following
the completion of KPMG’s maximum tenure aspart of the mandatory audit firm requirements in
the Netherlands.

The Board recommends that the General Meeting of
Shareholders (GM) adopts the 2022 financial statements
included in this Annual Report and looks forward tooverseeing continued excellence in every aspect in 2023.

Michael Bennett
Co-Chair
22 March 2023

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report
OCI N.V. is a public limited liability
company (naamloze vennootschap)
established under the lawsof the Netherlands, with its
official seat in Amsterdam, theNetherlands. Its shares are listedon the Amsterdam stock exchange,
Euronext Amsterdam.

Organizational and corporate structure

Governance framework

Governance structure

Introduction
OCI is committed to the principles of good corporate
governance and has implemented a robust governancestructure. The Board believes that good corporate
governance practices align the interests of all stakeholders
by having structures in place that ensure the business ismanaged with integrity and efficiency, thereby maximizing
the profitability and sustainable long-term value creation of
the Company.
OCI’s strategic priorities aim to deliver sustainable long-termvalue creation for the Company and its stakeholders. Thesepriorities are supported by the Board and are underpinned
by OCI’s commitment to invest in products that help achieve
OCI’s purpose of revolutionizing energy intensive industries
and cultivating a sustainable world through value creating
sustainable solutions to decarbonize industries, transportand ensure food security. Please refer to the About ussection of this Annual Report for the Board’s view on OCI’s
strategy and its implementation.

Analyst's
corner

OCI Global is organized by its two core divisions, the OCI
Nitrogen Group and the OCI Methanol Group.

Shareholders

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

Articles of Association – By-laws

The Executive Directors manage the achievement of thesegoals and the day-to-day operations. In executing thegoals, the Executive Directors are supported by andcollaborate with expert teams, several corporate functions
and operating companies and their teams. Each principal
subsidiary is led by a managing director and a financedirector who report to the Executive Directors.

Board (one-tier)

OCI has designed its corporate governance structure incompliance with its articles of association, by-laws, therequirements of the Dutch civil code, the applicable Dutch
corporate governance code (Code), the applicable securities
laws, rules and regulations of the Amsterdam stock
exchange and international best practices. All governanceand compliance policies and procedures are available on our
website under Corporate Governance. We refer to page 73
for the Sustainability Governance Framework.

The Board of Directors
OCI is managed by a one-tier Board comprised of Executive
Directors and Non-Executive Directors. The Board maintains
three committees as part of its supervisory role: the Audit
Committee, the Nomination and Remuneration Committee
and the Health, Safety and Environment & Sustainability
Committee (Committees).

Articles of Association – By-laws – Board Profile– Board Rotation Schedule – Board D&I Policy –Reserved Matters – Code of Conduct – Related
Party Transactions Policy – Insider Trading Code
Audit
Committee

HSE &Sustainability
Committee

Nomination andRemuneration
Committee

Terms ofReferenceTerms ofReferenceTerms ofReference

Executive Directors
Operating company management
Local laws and regulations - Code of Conduct Insider Trading Code - Business Partner Code of
Conduct - Diversity and Inclusion Policy Anti Bribery and Corruption Policy - Human Rights
Policy - Whistleblower Policy - Sanctions Policy Shareholder Communications Policy - Privacy andData Protection Policy - DCS Policy

GRI 2-9; GRI 2-10
Annual Report 2022

90

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
The Board of Directors continued
The Board is collectively responsible for OCI’s management
and strategy. The Board promotes a culture of openness
and accountability within the Board and throughout
the entire organization. The tasks, responsibilities andprocedures of the Board are set out in OCI’s by-laws, which
are available on OCI’s website.
The Board has delegated the operational management of
the business to the Executive Directors, apart from certain
reserved matters as set out in OCI’s articles of association,by-laws and Board resolution delegation of authorities andreserved matters.
The Board is authorized to represent OCI. In addition, the
Co-Chair of the Board and each Executive Director are
authorized to solely represent OCI.
OCI has a Group Delegation of Internal Authority Policy
in place in which the Executive Directors delegate theauthority to management to internally approve commitmentsthat relate to daily management and operations of
the Company. 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 individuals thatcommit in the name of OCI group entities.

Executive Directors
The Executive Directors are charged with the day-to-day
management of OCI. They are responsible for the continuityof OCI, to pursue the strategies set by the Board, theoptimization of its business, and creating a culture that
contributes to sustainable long-term value creation forstakeholders. Each Executive Director has an individual

Analyst's
cornerresponsibility for certain business segments, functional
areas, projects and tasks.
Our ambition to seize the greatest opportunities for
progress, to create a cleaner, more prosperous andsustainable future sooner and our commitment to drive thedecarbonization of food, fuel, and feedstock is steered bya differentiated strategy focused on capital discipline andvalue creation, coupled with a unique green portfolio thatenables the hydrogen economy, underpinned by strong
governance. It is our mission to unlock a more secureand sustainable future for a rapidly growing world, throughpractical solutions that address global challenges andrealize shared opportunities. We have a responsibility todecarbonize and we choose to do this in a practical way
that brings results now, as well as setting the path forthe future. To deliver on this, our strategic priorities areorganized in six key pillars of OCI's integrated growthstrategy: sustainable long-term value creation, commercial
excellence, engaged organization, hydrogen at our core,sustainable benefits and strategic assets, as described in
the About us section of this Annual Report.
During 2022, the Board was composed of the following four
Executive Directors: Mr. Nassef Sawiris (Executive Chair),
Mr. Ahmed El-Hoshy (CEO), Mr. Hassan Badrawi (CFO)and Ms. Maud de Vries (CLHCO). The Executive Chair is,amongst others, responsible for determining the strategy of
the Group and providing guidance to the other Executive
Directors. Further details about the Executive Directors canbe found in the Board profile section in this Annual Report.

the effectiveness of the internal risk management andcontrol systems, the establishment and maintenance ofinternal procedures to ensure that all relevant information
is known to the Board in a timely fashion, andstakeholder engagement.
During 2022, the Board was composed of nine NonExecutive Directors: Mr. Michael Bennett, Mr. Sipko Schat,
Mr. Jérôme Guiraud, Mr. Robert Jan van de Kraats, Mr.
Gregory Heckman, Ms. Anja Montijn-Groenewoud, Mr. David
Welch, Mr. Dod Fraser and Ms. Heike van de Kerkhof. Mr.
Michael Bennett is the Co-Chair and Senior Independent
Non-Executive Director and Mr. Sipko Schat is the ViceChair and Independent Non-Executive Director. Further
details about the Non-Executive Directors can be found in
the Board profile section in 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 meetingsand leads an induction program for new Directors tailored totheir respective needs. 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 other Executive Directors.

Appointment of Directors
The GM can appoint, suspend or dismiss an Executive
Director or a Non-Executive Director by an absolute majorityof the votes cast upon a proposal of the Board.

Non-Executive Directors
The role of the Non-Executive Directors is essentiallysupervisory in nature. The Non-Executive Directors
supervise the general course of affairs of the Company
and its business, including, the interests of all stakeholders,fostering a culture aimed at sustainable long-term value
creation, the operational, financial and sustainability goals,

GRI 2-9; GRI 2-10
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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
The Board of Directors continued

Name

Date of first appointment

End of current term

Code retirement (max. 8 (12) years)

Board rotation schedule

Nassef Sawiris

16 Jan 2013

2024

None

Ahmed El-Hoshy

17 June 2020

2024

None

Hassan Badrawi

24 May 2018

2024

None

Maud de Vries

1 Jun 2019

2024

None

Michael Bennett

25 Jan 2013

2023

2021(25)

Sipko Schat

9 Dec 2013

2024

2022(26)

Jérôme Guiraud

26 Jun 2014

2024

2022(26)

Robert Jan van de Kraats

26 Jun 2014

2024

2022(26)

Gregory Heckman

10 Jun 2015

2024

2023(27)

Anja Montijn-Groenewoud

28 Jun 2016

2024

2024(28)David Welch

29 May 20192024

2027(31)

Dod Fraser

29 May 20192024

2027(31)

Heike van de Kerkhof

20 October 2020

2024

2028(32)

OCI has implemented the standard appointment terms
under the Code (four years for Executive Directors and twotimes four years with possible extensions of two times two
years for Non-Executive Directors provided that in the eventof a reappointment after an eight-year period, reasons will
be given in the board report) to facilitate that the Directors
can focus on sustainable long-term value creation in theperformance of their work. It furthermore enables the
Executive Directors to ensure continuity in the Company’s
management and strategy and enables the Non-Executive
Directors to further ensure continuity in their supervision of
the Company’s strategy.
OCI’s rotation schedule as included in the table on the rightaims 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 strives to arm OCI withleadership that is diverse in skills, experience, nationality,
age, gender and background, thereby maximizing theBoard’s ability to independently and critically act withoutemphasis on particular interests. The Board maintains
independency by ensuring the majority of the NonExecutive Directors, including the Co-Chair of the Board, areindependent. Currently the majority - 8 of the 9 NonExecutive Directors, which is 88.89% - qualify as
independent. Mr. Jérôme Guiraud is not considered
independent within the meaning of the Code.

Analyst's
cornerThe Board’s composition, independence, competencies, andqualifications are detailed in the Board Profile and theBoard Diversity & Inclusion Policy that can both be foundon the company's website. The Board Profile is assessedannually, taking into account the required competencies andexpertise required for OCI’s mission and strategic priorities,
opportunities and threats, and its aim of sustainable longterm value creation. Appointments of new Board members
are made based on objective selection criteria highlighting
the specific skills and experience needed to ensure abalanced Board composition and to match the overall Board
profile, thereby taking into account the bill on gender
diversity that entered into force on 1 January 2022.

GRI 2-9; GRI 2-10; GRI 2-11
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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
The Board of Directors continued
Diversity & inclusion
The Board acknowledges the importance of diversity andinclusion within its Board and the organization generally.
Diversity and inclusion foster a sense of belonging and allow
us to seek deeper connections with our increasingly diverse
employees, customers, suppliers and other stakeholders.
The composition of the Board is such that the requisite
expertise, background, competencies and independence- as regards the Non-Executive Directors - are present,
enabling the Board to carry out its duties properly. The
N&RC is assessing the Board’s composition, Board rotations,and Committees’ composition and rotation. As to diversity
within the Board itself, the Board intends to increase thefemale representation in the Board as per the upcoming
AGM (currently 25.0% of the Executive Directors and 22.2%of the Non-Executive Directors are female). The Board has
an international geographical representation, both in termsof nationality or residence and in terms of experience,as is included in the Board profile. OCI understands andvalues the benefits that diversity and inclusion can bringto its Board. Diversity and inclusion in the Boardroom in its
broadest sense is recognized as a driver of OCI's Board
effectiveness. A diverse combination of demographics(age, race, ethnicity, gender, education), knowledge, skills,
experience and personalities is important in providing a
range of perspectives, approach, insights and challenge
needed to support judicious decision-making and achieving
meaningful discussions within the Board.

Analyst's
cornerBoard involvement
Members of the Board regularly visit one or more of OCI’s
plants, headquarters and corporate offices to gain greaterfamiliarity with the workforce and senior management andto develop deeper knowledge of local operations, local
customs, operational opportunities and challenges, and thebusiness in general.
In 2022, the Board conducted an in-person visit of ournitrogen production complex in the Netherlands. After a tourof the site, multiple interactive small group sessions withdifferent disciplines from across the production complex's
teams presented key plant-related strategic topics to theBoard: the new functional organization, the manufacturing
excellence journey, the cooperation between the facility and
OCI’s terminal in Rotterdam, the sustainability strategy andprojects contributing to the transition to a more sustainable
Dutch economy. Great focus was given to sustainability, inline with focus of our Board and senior management. The
products and production processes were further explained
during a tour of the site.
The Board interacts with senior management throughout
the entire organization on various occasions and in various
settings. The Board is regularly informed about relevant
topics by OCI’s senior leaders and experts during Board andCommittee meetings, annual site visits, and also as part oftheir ongoing professional education.
In 2022, the Board was further trained on the European
decarbonization pathways, socioeconomic implications,sustainability, and sustainability initiatives that reduce OCI’s
environmental impact, grow OCI’s green portfolio andinnovate more effective ways of reaching the world's
carbon-neutral goals and sustainability governance.

GRI 2-9; GRI 405-1
Annual Report 2022

93

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
Board profile
Michael Bennett

Nassef Sawiris

Ahmed El-Hoshy

Co-Chair andExecutive Chair

Chief Executive Officer (CEO)Senior Independent NonExecutive Director

Year of birth

1953

1961

1984

Gender

Male

Male

Male

Nationality

AmericanEgyptian/Belgian

Egyptian/American

Initial appointment date

January 2013

January 2013

June 2020

Date of last re-appointment

June 2020

June 2020-

End of current term

2023

2024

2024

Ordinary shares owned

28,50081,732,796

182,714

Committee membership2

N&RC

-

-

Attendance at Board and

BoD (6/6)

BoD (6/6)

BoD (6/6)

Committee meetings3

N&RC (7/7)

Current external appointments-

1

Director Morningside College-

Supervisory Director Adidas AG-

Board member International Fertilizer Association-

Executive chairman of Aston Villa FC-

Steering member Hydrogen Council-

Wide range of knowledge and experience in the nitrogen

Member of the:-J.P. Morgan International Council-

Cleveland Clinic’s International Leadership Board-

University of Chicago’s Board of Trustee-

Exor N.V. Partners Council

Executive Committee

Expertise and experience--

Wide range of knowledge and experience in the nitrogen

Wide range of international knowledge and experiencein the nitrogen and methanol industry, the businesses

United States.

conducted by OCI N.V. and corporate finance.

Please see the summary of skills and experience on page
98.

1

-

and methanol industry both internationally and in the-

Please see the summary of skills and experience on page98.

and methanol industry, the businesses conducted by OCI
N.V. and corporate finance.
-

Please see the summary of skills and experience on page98.

As at publication date of the 2022 Annual Report2

Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee

3

In addition to 6 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

Annual Report 2022

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
Board profile continued
Hassan Badrawi

Maud de Vries

Sipko Schat

Chief Financial Officer (CFO)

Chief Legal and Human Capital

Vice-Chair and Independent

Officer (CLHCO)

Non-Executive Director

Year of birth

1976

1972

1960

GenderMale

FemaleMale

Nationality

Egyptian/British

Dutch

Dutch

Initial appointment date

May 2018

June 2019

December 2013

Date of last re-appointment

June 2020

June 2020

June 2020

End of current term

2024

2024

2024

Ordinary shares owned1

202,299

58,9505,000

Committee membership2--

AC, N&RC (chair)

Attendance at Board and

BoD (6/6)

BoD (6/6)

BoD (5/6)

Committee meetings3

AC (5/5)
N&RC (7/7)

Current external appointments--

Director NNS Luxembourg S.à r.l.

-Supervisory Board member Majorel Group Luxembourg S.A.

◦

Rothschild & Co.

-

Member of the Board of VEUO (a representative◦

Rothschild Bank A.G.

organization of listed companies which looks after the◦

Trafigura Group Pte Ltdinterest of companies listed at Euronext Amsterdam)◦

Drienim B.V.

-

Expertise and experience-

Wide range of knowledge and experience in the nitrogen

Wide range of knowledge and experience in the nitrogen-

Director Randstad Beheer B.V.
Wide range of knowledge and experience in banking andand methanol industry, the businesses conducted by OCI

and methanol industry, the fields of governance, social, HR,finance within a multinational business environment.

N.V. and corporate finance.

ESG, sustainability, legal, compliance and risk management. -Please see the summary of skills and experience on page-

Risk management.

-

Please see the summary of skills and experience on page
98.

1

-

Member Supervisory Board:-

Please see the summary of skills and experience on page

98.

98.

As at publication date of the 2022 Annual Report2

Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee

3

In addition to 6 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

Annual Report 2022

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
Board profile continued
Jérôme Guiraud

Robert Jan van de Kraats

Gregory Heckman

Non-Executive Director

Independent Non-

Independent Non-

Executive Director

Executive Director

Year of birth

1961

1960

1962

Gender

Male

Male

Male

Nationality

FrenchDutch

AmericanInitial appointment dateJune 2014

June 2014

June 2015

Date of last re-appointment

June 2020

June 2020

June 2020

End of current term

2024

2024

2024

Ordinary shares owned1

-

3,725

40,000Committee membership2

AC, N&RC

AC (chair), N&RC

HSE&SC

Attendance at Board and

BoD (6/6)

BoD (5/6)

BoD (6/6)

Committee meetings3

AC (5/5)

AC (5/5)

HSE&SC (5/5)

N&RC (7/7)

N&RC (6/7)

Current external appointments-

CEO NNS Limited-

Non-Executive Chairman TMF Group--

Non-Executive Chairman Orascom Construction Plc-

Supervisory Board Member Royal Schiphol Group N.V.

--

Non-Executive Director BESIX Group-

Director Randstad Beheer B.V.

Director various NNS Group entities and OS Luxembourg-

Vice-Chair Supervisory Board Goldschmeding Foundation-

S.à r.l.

Member of the board and CEO Bunge Ltd
Member Rabobank North America Agribusiness
Advisory Board-

Member NYSE Board Advisory Council-

Member of University of Illinois Division of Intercollegiate
Athletics Campaign Steering Committee

Expertise and experience-

International banking and financial markets experience in-the EMEA region.
-

Please see the summary of skills and experience on page
98.

-

Experienced finance executive within a multinational-

Wide range of knowledge and experience in the agriculturalbusiness environment.

and energy industries both internationally and in the

Accounting and auditing.

United States.

-

Risk Management.

-

Please see the summary of skills and experience on page-

Please see the summary of skills and experience on page
98.

98.
1

As at publication date of the 2022 Annual Report2

Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee

3

In addition to 6 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
Board profile continued
Anja Montijn-

David Welch

Dod Fraser

Heike van

Groenewoud

Independent Non-

Independent Non-de Kerkhof

Independent Non-

Executive Director

Executive Director

Independent Non-

Executive Director

Executive Director

Year of birth

1962

1953

1950

1962

GenderFemaleMale

Male

FemaleNationality

Dutch

AmericanAmericanGermanInitial appointment dateJune 2016

May 2019

May 2019

October 2020

Date of last re-appointment

June 2020

June 2020

June 2020-

End of current term

2024

2024

2024

2024

Ordinary shares owned1

-

4,131

4,000

3,500

Committee membership2

HSE&SC (chair), N&RC

HSE&SCAC

HSE&SC

Attendance at Board and

BoD (6/6)

BoD (6/6)

BoD (6/6)

BoD (6/6)

Committee meetings3

HSE&SC (5/5) N&RC (7/7)

HSE&SC (4/5)

AC (5/5)

HSE&SC (5/5)

Current external appointments--

Member of the Council on Foreign Relations-

Independent Director Subsea 7 S.A.

-

and the American Academy of Diplomacy-

Non-Executive Chairman Rayonier Inc.

-

Member of the Board of Fleet Topco

Member of the Supervisory Board of
Fugro N.V.

-

Member of the Board VEUO (arepresentative organization of listed

Limited, the private holding company ofcompanies which looks after the interest of

Argus Media Ltd.

Chief Executive Officer and Member of theBoard of Directors at Archroma-

Non-Executive Director at Venator
Materials PLC

companies listed at Euronext Amsterdam)-

Member of the Supervisory board ofPlan Nederland

Expertise and experience--

Wide range of knowledge and experience-

Broad range of knowledge and experiencein consultancy services, IT implementationin government and in business, bothprocesses, organisation strategy andinternationally and in the United States,

management design.

including Europe, Africa, and thePlease see the summary of skills andMiddle East.

experience on page 98.

-

-

-

Wide range of knowledge and experience in-

Wide range of knowledge and broad

corporate finance and investment banking

international experience in chemicals

both internationally and in the United States.

industry, in both operational and strategic

Please see the summary of skills androles, thought leadership in sustainability

experience on page 98.

strategy and strong focus on innovationand sustainability.

Please see the summary of skills andexperience on page 98.

-

Please see the summary of skills andexperience on page 98.

1

As at publication date of the 2022 Annual Report2

Board and Committees: BoD: Board of Directors, AC: Audit Committee, HSE&SC: Health, Safety and Environment & Sustainability Committee and N&RC: Nomination and Remuneration Committee

3

In addition to 5 Board meetings the Board participated in additional Board calls to discuss/approve specific projects and visited OCI Nitrogen Europe

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
Board summary of skills and experience
M. Bennett

Independent●

International business experience●

Commercial/Marketing

N. Sawiris

A. ElHoshy

H. Badrawi

S. Schat

J. Guiraud

●
●

●

●

●

●

●

●

●

Strategic management

●

●

●

●

●

●

Financial expertise: accounting

●

●

●

●

HSE

Financial expertise: banking

M. de
Vries

●

R.J. van de
KraatsG.
Heckman

A. Montijn

D. Welch

D. Fraser

H. van de
Kerkhof

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Emerging Markets experience

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

HR & executive compensation●●●

Risk management / Internal Control& Audit

●

●

●
●

●

●

●

●

●

Sustainability

●

●

●

●

●

Change management /Business consolidation

●

●

●

●

●

●

●

Analyst's
corner●●Government/Regulatory knowledge

Technology / IT●●

Nitrogen/Methanol experience

Tax/Legal/Compliance

●

●

●
●

●

●

●

●
●

●

●
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●
●

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●

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●

●

●

GRI 2-9
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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
2022 Board and Committee meetings-

Develop strategy with a view on sustainable long-termvalue creation
Identify and analyze risks associated with the company’s
strategy and activities and design, implement andmaintain internal risk management and control systems;
Responsible for the internal audit function;
Responsible for the financial reporting,

The following paragraphs summarize how the duties of theBoard and the Committees were carried out during 2022,
including the focus topics that were reviewed, discussed
and advised on.

-

Board

-

Generalas further set out in the by-laws.

The Board focused on matters contributing to sustainablemedium and long-term value creation and continues tobe involved in shaping the strategy through regular
discussions and focus on supervising medium to long-term
strategic targets aligned with OCI’s mission. The Board’s
strategic targets are focused on guiding and supervising
the company’s journey to achieving its commitment tosustainable long-term value-creating solutions by focusing
on its integrated growth strategy of sustainable longterm value creation, commercial superiority, engaged
organization, hydrogen at our core, sustainable benefits andstrategic assets.

The Board consists of one or more Executive Directors
and two or more Non-Executive Directors. The total
number of Directors, as well as the number of Executive
and Non-Executive Directors, shall be determined by theGeneral Meeting, taking into account that the majority of
the Directors shall be Non-Executive Directors. Currently,
the Board is composed of 13 Directors, of which fourare Executive and nine are Non-Executive Directors, asmentioned in the Board profile section on page 94 of thisAnnual Report.

Tasks, responsibilities and procedures

Number of meetings held

The Board is entrusted with the management of theCompany. In the exercise of their duties, the Directors
must be guided by the interests of the Company and thebusiness connected with it. Each Director is responsible
for the general course of affairs. The Executive Directors
are charged with the daily management of the business
related to the Company and the Non-Executive Directors
must supervise the performance of duties by the Executive
Directors as well as the general course of affairs of theCompany and the business connected with it. The Board ischarged with the following duties and responsibilities:

Analyst's
cornerComposition

The Board shall meet as often as deemed necessary forthe proper functioning of the Board and shall meet at least
four times a year. Six meetings were held during 2022 andseveral interim updates (in writing and via calls), training anda site visit throughout the year.

Focus topics--

Medium- and long-term strategy
Budget and business plan
HSE and sustainability
Sustainability strategy, sustainability governance,
ESG reporting (preparation CSRD), sustainability/
growth projects
partnerships, including Fertiglobe and OCI
Methanol Group
People and culture
Diversity and inclusion
Refinancing strategy/ debt capital structure
optimization / net debt reduction
M&A opportunities
Dividend plan/strategy
Hedging strategy
Commercial strategy, sales and inventories strategy /market developments
Operational performance and cost optimization
Succession planning and organization design
OCI Nitrogen Europe site visit
Internal controls
Cybersecurity
Related party transactions
Corporate Governance
COP27
Board evaluation
General meetings of shareholders

GRI 2-12; GRI 2-13
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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
2022 Board and Committee meetings continued
Audit Committee

-

-

-

-

GeneralThe audit committee (AC) is a standing committee of
the Board of OCI N.V. The Non-Executive Directors
established Terms of Reference for the AC. The Terms ofReference indicate the role and responsibility of the AC, its
composition, and the manner in which it performs its duties.

Tasks, responsibilities and procedures

The Chair sets the agenda for the AC meeting and theagenda is sent to all members of the AC, to the extent
possible, accompanied by written explanations and/or otherrelated documents for each item on the agenda.
The AC informs the Board about the way it has used
its powers and of major developments in the area of
its responsibilities, reports annually of the functioning ofand its dealings with the external auditor and reports its
deliberations and findings to the Board. The AC is charged
with the following responsibilities and duties:

Analyst's
corner--Supervision of the external auditor, among others assessand evaluate the external auditor and lead partner;
Supervision of the internal audit function, among others
review the internal audit function reports and discuss
the internal audit function’s responsibilities, budget
and staffing;
Supervision of financial reporting and publications,among others the Annual Report and the Board report,interim financial statements and the reports of theexternal 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;
Discuss the earnings press release with the Board;Supervision of compliance with legislation andregulations, among others obtain reports from the
Executive Directors, the compliance officer, the Director
Internal Audit & Risk and the External Auditor to theeffect that the Company and its subsidiaries comply withthe applicable legislation and regulations and the internal
rules of the Company;
Discuss consequences of legislative and regulatory
initiatives with the Board and external auditor;
Review and discuss financing and financerelated strategies;
Monitor the ESG reporting process, including risk
management, internal control and internal audit
regarding ESG reporting;
ESG reporting requirements and review of theCompany’s disclosures in the Annual Report, as well as
any periodic disclosures on sustainability,

Composition

The AC consists of at least three Non-Executive Directorsof which more than half shall be independent within themeaning 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 NonExecutive Directors:--

Mr. Robert Jan van de Kraats (Chair given hiscompetence in accounting and auditing as per section
2(3) of the Audit Committee Decree 2016);
Mr. Sipko Schat;
Mr. Jérôme Guiraud;
Mr. Dod Fraser.

Number of meetings held

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 External Auditor without the Executive
Directors being present. The Chair of the AC met with
the internal and external auditor in advance of every AC
meeting to secure that all relevant issues were sufficiently
addressed. The head of the internal audit function, theExternal Auditor and the CFO attended all AC meetings in
2022. The external auditor was able to meet with the AC
without the presence of management. Five meetings were
held during 2022.

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

GRI 2-9; GRI 2-10
Annual Report 2022 100

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
2022 Board and Committee meetings continued
Audit Committee continued
Focus topics--

Evaluation Risk Management and Internal Controls
including the key risks facing the GroupIT and IT (cyber) security
Fertiglobe governance and in-control
Auditor transition process
Audit report
Quarterly financial reports and Annual ReportIn-control statement and underlying in-control situation
Evaluation Related Party Transactions
Tax review
Dividend plan/strategy
ESG reporting (preparation CSRD)
Finance organization
Refinancing/net debt reduction
Evaluation Group’s Compliance Frameworkand effectiveness
Financial hedging control framework
Monitoring of material claims and litigation
Assessment of the functioning of the external auditor,
its appointment, including scope, risk assessmentand materiality
Internal Audit Plan and Internal Audit findings

Analyst's
cornerGRI 2-9; GRI 2-10
Annual Report 2022

101

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
2022 Board and Committee meetings continued
Nomination and Remuneration Committee

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

Composition

Nomination:--

Review composition and size of the Board to ensure
appropriate expertise, diversity and independence;
Succession planning for the Board and its Committees;
Asses the functioning of individual Directors and theBoard as a whole;
Supervise policy of the Board on selection criteria andappointment procedures and talent management forsenior management,

all while taking the Board D&I Policy and Diversity andInclusion Policy into consideration.

GeneralThe nomination and remuneration committee (N&RC) is astanding committee of the Board of OCI N.V. The NonExecutive Directors established Terms of Reference for
the N&RC. The Terms of Reference indicate the role andresponsibility of the N&RC, its composition, and the mannerin which it performs its duties. More information on the
Remuneration Policy and the 2022 remuneration review canbe found in the Remuneration Report beginning on page
107.

Tasks, responsibilities and procedures

The Chair will set the agenda for the N&RC meeting withnomination and remuneration topics and the agenda issent to all members of the N&RC, to the extent possible,
accompanied by written explanations and/or other related
documents for each item on the agenda. The humanresources director of the Company was regularly invited toattend meetings of the N&RC.

Analyst's
cornerRemuneration:-

Propose a clear Remuneration Policy for Executive
Directors to the Board;
Make plans and proposals for Executive Directors
compensation including STI and LTI;
Plan and prepare targets for Executive Directors;
Prepare the Remuneration Report;
Propose Non-Executive Directors remuneration;
Responsible for its own workforce (except for the healthand safety management system) and for managing theCompany’s impacts on value chain workers and relatedrisks and opportunities,

as further set out in the Terms of Reference of theNomination and Remuneration Committee.

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. Sipko Schat (Chair);Mr. Michael Bennett (Senior Independent Director);
Mr. Jérôme Guiraud;
Mr. Robert Jan van de Kraats;
Ms. Anja Montijn-Groenewoud.

Number of meetings held

The N&RC shall meet as often, and at least twice a year,
as required for a proper functioning of the N&RC. Seven
meetings were held during 2022.

Focus topics-

Remuneration cycle and policy review
HR roadmap: succession planning and talentmanagement and development
Strengthening key positions in the internal organization
Evaluation Board profile and composition including
diversity and inclusion
Evaluation of the 2021 targets for the
Executive Directors
Setting 2022 targets for the Executive Directors
Reviewed and advised on the compensation of the
Executive Directors including one-off share award
Reviewed compensation levels senior management
Board succession / composition
Fertiglobe Board fees
Non-Executive Director remuneration
Diversity legislation and Group-wide diversity andinclusion program

GRI 2-9; GRI 2-10
Annual Report 2022 102

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
2022 Board and Committee meetings continued

its deliberations and findings to the Board. The HSE&SC ischarged with the following responsibilities and duties:

HSE & Sustainability Committee
HSE:-

Assess the effectiveness of the HSE programs;
Review status of HSE policies and performance;
Review and approve scope and budget of the HSE
audit program;
Review communication practices concerning
the importance of developing a culture of
HSE responsibilities;

Sustainability:-

GeneralThe health, safety, environment and sustainability
committee (HSE&SC) is a standing committee of the Board
of OCI N.V. The Non-Executive Directors established Termsof Reference for the HSE&SC. The Terms of Referenceindicate the role and responsibility of the HSE&SC, its
composition, and the manner in which it performs its duties.
More information on HSE and sustainability can be found in'Our performance' beginning page 41.

Tasks, responsibilities and procedures

The Chair will set the agenda for the HSE&SC meetingwith HSE and Sustainability topics and the agenda issent to all members of the HSE&SC, to the extent
possible, accompanied by written explanations and/or otherrelated documents for each item on the agenda. The
HSE&SC members meet with Executive Directors and expert
employees of the Company regularly. The HSE&SC informs
the Board about the way it has used its powers and of major
developments in the area of its responsibilities and reports

Analyst's
corner--Oversee sustainability strategy, policies and initiatives;
Monitor and discuss sustainability goals, targets, risk
management, objectives and progress;
Monitor and discuss emerging topics, technologies andtrends relating to sustainability;
Review sustainability performance metrics and KPIs;
Review the sustainability disclosures in the
Annual Report;
The HSE&SC shall have the sole authority to retain
special legal counsel and other advisors and experts as it
deems necessary or appropriate to carry out its duties;
Oversee the Company’s strategy, policies and initiatives
relating to ESG and sustainability matters (linked to
OCI’s overall strategy), with a particular focus on
climate change, water & marine resources, biodiversity& ecosystems, pollution and circular economy, as well asaffected communities and consumers/end-users,

as further set out in the Terms of Reference of the HSE &Sustainability Committee.

Composition

The HSE&SC consists of at least three Non-Executive
Directors. Currently the HSE&SC is composed of thefollowing four Non-Executive Directors.

-

Ms. Anja Montijn-Groenewoud (Chair);Mr. Gregory Heckman;
Mr. David Welch;
Ms. Heike van der Kerkhof.

Number of meetings held

The HSE&SC shall meet as often, and at least twice a year,
as required for a proper functioning of the HSE&SC. Five
meetings were held during 2022.

Focus topics---

2021 HSE strategy and performance
2022 HSE plan and 2022 target settingMaterial safety incidents
Incident reporting protocol
HSE audit schedule and quality and outcome of the
HSE audits
Safety performance and process safety initiatives,
including a deep dive into OCI Nitrogen Europe
OCI Group annual process safety conference andsafety award
Sustainability strategy and journey linked to OCI’s overall
strategy including the commitment to reduce scope 1
and 2 CO2 emission intensity by 20% by 2030 andachieve carbon neutrality by 2050
GHG intensity methodology and performance
ESG reporting (preparation CSRD)
Safeguarding sustainability duties in the committee
Terms of Reference
OCI Nitrogen Europe site visit
Monitor and periodically discuss the Company’ssustainability goals, targets, risk management andobjectives and the progress made in these areas
Sustainability reporting requirements and review of theCompany’s disclosures in the Annual Report, as well as
any periodic disclosures on sustainability

GRI 2-9; GRI 2-10
Annual Report 2022 103

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
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. This evaluation of the Board is performed every
year by an independent external party. OCI engaged theservices of Lintstock to assist with the 2022 review of theBoard’s performance. Lintstock is a corporate governanceadvisory firm that specializes in facilitating Board reviews
and has no connection with OCI.
The first stage of the review involved Lintstock engaging
with the Co-Chair and Company Secretary to set thecontext 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 and its Committees. The
anonymity of the respondents was ensured throughout theprocess in order to promote an open exchange of views.

-

◦

-

-

The exercise was weighted to ensure that core areas ofBoard and Committee performance were addressed, with aparticular focus on the following topics:--

Board composition:◦ The evolvement of the overall Board profile andcomposition of the Committees over the coming
years to match OCI’s strategic goals, taking into
account Board rotation and diversity law;
Stakeholder oversight:◦ The understanding amongst Board members of theviews and requirements of investors, customers,
suppliers and employees, and the development of
the mechanisms by which the Board engages withkey stakeholder groups;◦ The culture and behaviour throughout OCI
including diversity and inclusion and the level of
employee engagement;

Analyst's
cornerBoard dynamics and support:◦ Non-Executive engagement with managementin providing effective support andconstructive challenge;-

The quality of information and support available to
the Board;
Board focus:◦ The focus on organic and inorganic
growth opportunities;
Strategic oversight:◦ The development, clarity and achievability of
OCI’s strategic plan and the strength of OCI's
investment case;◦ The effectiveness of monitoring opportunities andtreats to the business of new technologies anddigitalization and OCI’s strengths and weaknesses
relative to competitors;◦ The integration of sustainability into OCI’s businessstrategy and operations including ESG reportingand communications;◦ The oversight of the governance and operating
models of OCI’s strategic alliances and partnerships;◦ The oversight of various aspects of risk, including the
geopolitical and macroeconomic developments andchange in the regulatory landscape and competitor
performance and strategies;
Risk management and internal control:◦ The Board’s oversight of risks;◦ The effectiveness of OCI’s approach to HSE andto sustainability and monitoring compliance with
relevant regulations and legislation;--

Succession planning and Human Capital oversight:◦ The organizational structure of OCI at senior levels,and the Board’s oversight of the succession plans for
the Executive Directors and the layer of management
below the Board to manage and develop talent;
The auditor transition process;
The individual performance and personal development ofeach of the Board members.

The report on the results of the evaluation of the Board and
its Committees are discussed in the Board and Committee
meetings. The overall feedback from the evaluation in 2022
was that the Board members feel the Board generally
functions well. The composition of the Board was rated
highly. Suggestions were made to further strengthen the
Board and its Committees with deep dives on industry and
ESG. The value of continuing the Board site visits was
highlighted now the international travel restrictions due to
COVID-19 have been eased. The above topics have theconstant attention of the Board throughout the year, andkey observations and points for reflection the Board and its
Committtees will focus on in 2023 include strategic matters,
growth, ESG, digitalization, operational excellence, market
developments, culture and behaviour, people and talent,
Board composition and succession.

GRI 2-18
Annual Report 2022 104

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
Shareholders’ rights and meetings
OCI’s shareholders exercise their rights through the GM.
An Annual General Meeting (AGM) is held no later than six
months after the end of OCI’s financial year (which equals acalendar year). The 2022 AGM was held on 24 May 2022.
The GM 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 theirrespective duties, insofar as the exercise of such duties
is reflected in the annual accounts and/or otherwise
disclosed to the GM prior to the adoption of theannual accounts;
The appointment of the external 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 Reportapplicable to the Board;
The issue of shares and the restriction or exclusionof pre-emptive rights of shareholders (both insofar notdelegated to the Board);
The reduction of share capital; andThe 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 GM is published on OCI’s website inadvance of the GM. After the GM the minutes and specificvoting 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 GM.

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 2022, the Board
convened two EGM’s that were held on 28 March 2022
(March EGM) and 19 August 2022 (August EGM).
Votes representing shares can usually be cast at the GM
either personally or by proxy. No restrictions are imposedon these proxies, which can be granted electronicallyor in writing to OCI or independent third parties. OCI’s
shareholders may cast one vote for each share. All
resolutions adopted by the GM are passed by an absolutemajority of the votes cast, unless Dutch law or OCI’s articles
of association prescribe a larger majority.
In 2022, the AGM and March EGM were held virtually
per the Temporary Dutch COVID-19 Justice and Security
Act (Tijdelijke wet COVID-19 Justitie en Veiligheid).
Shareholders were invited to follow the AGM and March
EGM remotely through a live web or audio cast. Prior to
the GM, shareholders were invited to vote via a proxy andsubmit written questions about the items on the agenda
which were answered during the GM. The August EGM washeld at the company’s offices.

-

-

-

-

-

The amendment of the 2020 Remuneration Policy(further information on this topic can be found in the
Remuneration Report);
To advise on the 2021 Remuneration Report;
The extension of the designation of the Board as theauthorised body to issue shares in the share capital of
OCI, to restrict or exclude pre-emptive rights upon theissuance of shares and to repurchase shares in the sharecapital of OCI; andThe appointment of KPMG Accountants N.V. as auditor
charged with the auditing of the annual accounts for thefinancial year 2022;
The appointment of PWC as auditor charged withthe auditing of the annual accounts for the financial
year 2023;
Twice two proposals to amend of the articles ofassociation 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, tofacilitate capital repayments.

The following proposals were voted on during the2022 GM’s:-

The adoption of the Annual Accounts 2021 and allocationof profits;
The discharge of the Executive Directors and NonExecutive Directors from liability;
The granting of a One-off share award to certain
executive directors for their 2021 performance (further
information on this topic can be found in the
Remuneration Report);

Annual Report 2022 105

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Board report continued
External auditor
OCI’s external auditor is appointed by the AGM. The Audit
Committee evaluates the functioning of the external auditor
during the year and recommends to the Board the external
auditor to be proposed for (re)appointment by the AGM. At
the 2022 AGM, KPMG Accountants N.V. was appointed asexternal auditor for OCI for that same year.
The external auditor attends all Audit Committee meetings.
During these meetings, the external auditor discusses theoutcomes of the audit procedures and key audit topics.
The external auditor receives the financial information
per quarter and can comment on and respond to suchinformation, which is also included in OCI’s quarterly
condensed financial statements.
The external auditor is also present at the AGM and may
be questioned on its statement of the fairness of thefinancial statements.
As part of the mandatory audit firm rotation requirements in
the Netherlands, KPMG can continue as external auditor of
OCI through the financial year 2022 audit. OCI completed an
audit tender process to replace KPMG as external auditor
as from the start of financial year 2023 in due observanceof the EU Audit Regulation in the selection, nomination, andappointment process. PwC was ultimately chosen becauseof its relevant industry experience. At the 2022 AGM on
24 May 2022, PwC Accountants N.V. was appointed asexternal auditor for OCI for the financial year 2023.
Independence of the auditor is a continued area of focus. In
accordance with OCI’s external audit independence policy,
the Audit Committee reviews the independence of theauditor annually.

Internal auditor
The internal Audit & Risk team assists the Audit Committee,
Executive Directors, and local management by facilitating

the identification of risks and the promotion or risk
awareness and ownership across our organization. Theinternal Audit & Risk department reports the results frominternal audits, risk assessments from operating companies
and group consolidated risk dashboards to the Audit
Committee quarterly and performs periodic independentinternal audits to review any specific issues at the subsidiaryand holding company levels. More information on risk
management can be found in the risk management section
on pages 74 to 87.

Decree Article 10 EU Takeover Directive

During 2022, no transactions occurred in respect of which a
Director had a conflict of interest.

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 Code,
OCI’s articles of association and by-laws.
The overview of related party transactions in 2022 isdisclosed in the Financial Statements in note 30.

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). Theircollective voting rights of 52.93% as at 31 December 2022
act as an implicit anti-takeover element.

Compliance with the CodeOCI complies with the applicable principles and bestpractice provisions of the Code as in effect for the financial
year 2022.

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

Annual Report 2022 106

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report
We have structured this report to comply with article
2:135b of the Dutch Civil Code, the European Shareholder
Rights Directive (SRD II) and the Dutch Corporate
Governance Code.

Introduction from the Nomination andRemuneration Committee
Letter from the Chair of the Nomination andRemuneration Committee
On behalf of the Board, I am pleased to present our 2022
Remuneration Report.
This Report explains our remuneration policies, principles
and elements. It shows how the variable incentives to the
Executive Directors tie to and support OCI’s performance. It
is prepared in the spirit of the draft, non-binding guidelinesof the European Commission for disclosure.
Our 2021 Remuneration Report was approved by 96.77% of
the votes in favor. With this in mind, we have prepared thisReport a similar format.
The purpose of our remuneration plan is to accelerate
sustainable long-term value creation for all our stakeholders,
as described throughout this Annual Report. Our strategy
is to provide the optimal mix of rewards and incentives
to meet our financial, operational, commercial, andsustainability objectives.

To this end, both our short-term and long-term incentives
include a mix of financial, environmental and social
targets. We have chosen these complementary targets toensure focus on each of our strategic priorities, which
include operational excellence, a commitment to health andsafety, business optimization, a global commercial strategy,
sustainable solutions, decarbonization, and maximizing free
cash flow.
With every policy decision we strive to align the incentives
provided to our Executive Directors with the long terminterests of our shareholders, the group’s long-termvalue creation, and the targets and objectives that are
fundamental to the group’s long-term success.
Based on on-going conversations with our shareholders
and the positive feedback from other stakeholders on
the performance of our Executive Directors and theCompany’s results, I am confident the current andproposed Remuneration Policy supports OCI’s strategic andoperational objectives.
The Remuneration Report and newly Proposed
Remuneration Policy will be subject to an advisory vote andbinding vote, respectively at our 2023 AGM.
On behalf of the Nomination and Remuneration Committee,

Sipko Schat
Chair, Nomination and Remuneration Committee
22 March 2023

Annual Report 2022

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
Introduction from the Nomination andRemuneration Committee continued-

Looking back on 2022
Base salaries
We will review the 2023 fixed pay for Executive Directors in
the first half of 2023. Any potential changes will be based on
performance, external circumstances and the considerationof no increase to pay in 2022, and will be disclosed in the2023 report.

Company performance and variable pay
During the year, the Executive Directors steered theCompany to successfully deliver on its strategy.
-2022 revenues increased 54% to USD 9,713.1 million.
Adjusted EBITDA was up 54% to USD 3,891.0 million.
Adjusted net profit increased 84% to USD 1,343.4 million
compared to 2021.
Net debt declined by USD 1,061.8 million during 2022
to USD 1,158.7 million as of 31 December 2022, orconsolidated net leverage of 0.3x, after capital returns
to shareholders of USD 1.1 billion during calendar
year 2022.

We are making good progress with our transformationalsustainability projects. These include:--

Gasification project at OCI Methanol Europe: OCI isevaluating a gasification opportunity at its methanol
facility in the north of the Netherlands, to continue
to grow its market leading position in green fuels
and feedstocks.
1 mtpa low carbon ammonia project in the UAE:
Fertiglobe (a minority shareholder in this project) has
signed the EPC contract with Tecnimont S.p.A. on behalfof the project.

Analyst's
corner

Linde is to supply low carbon hydrogen and nitrogen to
our new 1.1 mtpa blue ammonia plant in Texas undera long-term agreement; the project is on track to start
production in 2025.

We are proud of how our products were able to safely
meet customer needs while protecting associates andsupporting communities.

Short term incentive performance and outcome
The Nomination & Remuneration Committee choices are
informed by the strong financial performance in 2022.
-

The group delivered adjusted EBITDA of USD
3,891.0 million.
The company delivered 95.8% of its sales volumes.
Performance against non-financial objectives linked to
the Short Term Incentive were fully met in the areasof Human Resources and Information Technology, andwere above target in HSE.

Moreover, the Nomination and Remuneration Committee
recognises the management’s achievements in supporting
the Company’s strategy to focus on operational andcommercial excellence and best position OCI amongst its
peers to capitalize on the opportunities for the business.
Management delivered a step change to the quality anddepth of talent and succession planning to ensure that
the Company has the appropriate level of human capital
capability to support the future growth of the Company
and the ability to continuously improve. In addition, thesuccessful onboarding and retention of new hires wasmonitored and measured with more than 98.5% of new
recruits being retained and performing in their first year.
As part of the the investment to support business growth
the successful roll out of SAP S4Hana continued with the
project delivering to scope on time and on budget.

Long-term incentive performance and outcome
Appropriate steps are being taken to reflect that over thethree-year LTIP period, the share price rose from EUR 16.95
to EUR 29.90, a rise of 76%. Total Shareholder Return was
117.6%. Starting TSR based on a 3-month average TSR up
to and including day preceding 7 February 2020 and closing
TSR based on the average TSR index between 7 November
2022 to 6 February 2023, placing OCI at the 71st percentile
against the TSR peer group resulting in 109.6% of the target
grant of 125% of salary vesting. This resulted in 109.6%
vesting of the 2019 PSUs for Executive Directors.

Stakeholder engagement
In all decisions, we strive for the full support of ourshareholders. Their support is critical and their input isalways welcome.
We ran a consultation with shareholders in 2022 inlight of key remuneration events during the year underreview. Namely, response to the one-off grant of stock
made to certain executives in 2022, the amendment of
the existing Remuneration Policy (which led to a voting
outcome of 74.7%) and the proposed Remuneration Policy(2024-2027). Those conversations were constructive andled to improvements in our remuneration practices.
Through frequent and open engagement we have taken
input from our top investors and advisers and met
shareholders to explain and demonstrate clearly the link
between OCI’s strategy, business performance and ourremuneration philosophy.
The results of the previous year’s policy amendment voteand the feedback from investor meetings informed anumber of changes in remuneration design and disclosure,including the nature of the disclosures in this Annual Report.

This resulted in 141% vesting of the annual bonus award for
the CEO and 113% vesting for the the CFO and CLHCO.

GRI 2-19; GRI 2-20
Annual Report 2022 108

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
Introduction from the Nomination andRemuneration Committee continued
Stakeholder engagement continued
We will continue to consult with our key shareholders andproxy advisors throughout the year and are always open to
discuss any questions and concerns.

Nomination and Remuneration Committee meetings
during the year
Meeting date

At the 2023 AGM, we will propose new remuneration
policies for Executive and Non-Executive Directors.
Subsequent remuneration reports will be provided withenhanced disclosures similar to that provided in this report.

Statement of voting at general meetings
The table below sets out the votes at the 2022 AGM. This
Remuneration Report and the proposed Remuneration Policy
will be put to an advisory and binding vote, respectively, at
the AGM, on 3 May 2023.

Resolution

Meeting Attendance

Board Composition
2021 Performance Review
2022 Target Setting
Senior Management Pay

Sipko Schat

7/7

Michael Bennett

7/7

Anja H. Montijn-Groenewoud

7/7

18/2/22-2022 Targets
Remuneration Report

Jérôme Guiraud

7/7

Committee Evaluation
Board Succession

Robert-Jan van de Kraats

6/7

15/3/22-

24/5/22-

Board Composition
AGM preparation

24/8/22-

Talent Update
Mid Year Performance Review
Evaluation 2022 AGMs
Remuneration Policy Review

24/10/22-

Executive Director Remuneration
Non-Executive Director Remuneration

21/11/22-

Succession Planning

26/01/22

Percentage of
votes cast for
the resolution

Resolution to approve the Directors’
Remuneration Report (2022 AGM)

96.6%

Resolution to amend the Directors’
Remuneration Policy (2022 AGM)

74.7%

Resolution to approve one-off share award
to certain executive directors (2022 AGM)

80.4%

Resolution to approve the Directors’
Remuneration Policy (2020 AGM)

99.4%

Analyst's
cornerCommittee Member-

Looking forward to 2023
We have addressed all shareholder feedback. Having
reviewed internally, we will continue to enhance ourdisclosures going forward.

Topics of discussion

Nomination and Remuneration
Committee attendanceGRI 2-19; GRI 2-20
Annual Report 2022 109

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Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
Remuneration
2022 Executive
Director pay
This section of the Remuneration Report explains how the Existing Remuneration Policy was applied in 2022 for the Executive Directors. The following pages provide an at-a-glance overview.
For more details, please see the 2022 Executive Director pay in detail section beginning page 113.

2022 Management Board remuneration at a glance

N. Sawiris
Executive Chair

2022

2021

Base salary 45%

Base salary

A. El-Hoshy
CEO

2022

Base salary 34%

2021

Base salary

H. Badrawi
CFO

2022

Base salary 33%

2021

Base salaryM. de Vries
CLHCO

Long Term Incentive 55%$2.57mLong Term Incentive$3.09mShort Term Incentive 36%

Short Term Incentive

Short Term Incentive 33%

Short Term Incentive$4.56mLong Term Incentive

Long Term Incentive 34%$3.94m$3.80mLong Term Incentive

31%

34%

35%

2022

Base salary

Short Term
Incentive

Long Term
Incentive$1.86m2021

Base salary

Short Term
Incentive

Long Term
Incentive$1.68m

$4.95mLong Term Incentive 30%

2022 Short Term Incentive Breakdown

Adjusted EBITDA

Health, Safety and Environment

11%
1st Strategic and Non-Financial
measures

2nd Strategic and Non-Financial
measuresAnalyst's
corner

43%

13%
13%

20%
Sales Volume

GRI 2-19; GRI 2-20
Annual Report 2022

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued
Weighting of KPIs used in STI

2022 Short term incentive at a glance

CEO target STI: 75% base salary
Other Exective Directors target STI: 60% base salary

The Short Term Incentive (STI) plan supports and reflects
our long and short term strategic priorities.

Health, Safety and Environment

Adjusted EBITDA

The Executive Chair is not entitled to an STI.

15%
1st Strategic and Non-Financial
measures

For the CEO the on-target annual STI opportunity is 75% ofannual base salary.

12,5%

20%

2nd Strategic and Non-Financial
measures

For the other Executive Directors the on-target opportunity
is 60% of annual base salary.
The STI opportunity is limited to 200% of target. Thistranslates to a maximum opportunity of 150% of basesalary for the CEO, and 120% of base salary for the other
Executive Directors.

Health, Safety
and Environment

40%

12,5%

Sales Volume

Achieved STI: 188% of bonus opportunity
CEO: 141% base salary
Other Exective Directors: 113% base salary132.4%
200%

Adjusted EBITDA
Min 0%

Max 200%

Target 100%

19,9%
1st Strategic and
Non-Financial measures

200%

Target 100%

Target 100%

Max 200%$2.1 bn

2.5 bn>2.9 bn80%

25%
Min 0%

Threshold 0%

Max 200%

25%
2nd Strategic and
Non-Financial measures

Min 0%

200%

Target 100%

Max 200%38%

191.6%

Sales Volume

Threshold 0%

Target 100%

Max 200%

8,910 kt

11,880 kt

11,880kt

1. In 2022, due to the Ukraine crisis, and resulting higher natural gas prices, the forecast was much greater than budget and targets were moved in reaction to the higher forecast.

Annual Report 2022

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued

Benchmark peer group2023 Long term incentive at a glance

Celanese

The Long Term Incentive (LTI) paid out in 2023 was basedon conditional shares granted to the CEO, CFO and CLHCO
in 2020.
The vesting of these shares was conditional on OCI’s TSR
performance in the 3-year performance period, ending
6 February 2023.
TSR performance is measured by the relative TSR ranking
against the selected peer group of 9 international fertilizer/
chemicals/gas companies with the fertilizer companies
double-weighted as decribed on page 118. The percentage
of vesting for peer group ranking between threshold, target
and maximum is interpolated on a straight-line basis.

CF Industries
Lanxess
Methanex
MosaicNutrienSolvayWestlake Chemical
Yara International

Over the 3-year performance period, OCI’s TSR
performance ranked 3rd in the TSR peer group at the 71st
percentile with a TSR of 117.6%. As a result, the award
vested at 109.6% of target.

Achievement: 117.6%(71st percentile)

Relative TSR
Threshold 0%

Target 100%

Max 150%

40th percentile

67th percentile

90th percentile

This achievementtranslates to thenumber of sharesequivalent to137%of salary.
(125% salary x
109.6% vesting)

OCI N.V. Annual Repo

Analyst's
cornerGRI 2-19; GRI 2-20
Annual Report 2022

112

Introduction

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued

Name

Title

Date of appointment

Current time commitment

Base salary2022 Executive Director pay in detailN. Sawiris

Executive Chair

16 January 2013

Full time$1,000,000

Executive Directors

A. El-Hoshy

CEO

17 June 2020

Full time$1,250,000

The Executive Directors referred to in this Remuneration
Report, their appointment terms and base salaries are set
out in the table on the right.

H. Badrawi

CFO

1 October 2017

Full time$1,150,000

M. de Vries

CLHCO

1 June 2019

80%

$560,000

Pay structure
The total remuneration package and pay mix for the
Executive Directors comprises three key building blocks:-

Base Salary-

Short-Term Incentive (annual performance-based cash
reward)-Long-Term Incentive (annual conditional award of
performance shares).

Analyst's
cornerGRI 2-19; GRI 2-20
Annual Report 2022

113

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued

Salary benchmark peer group
The Nomination and Remuneration Committee regularly
assesses the effectiveness of the Remuneration Policy. To
ensure the competitiveness of the remuneration, theremuneration levels, components and mix are benchmarked
annually against the remuneration data from a peer group ofinternational companies set out in the accompanying table.

2022 Executive Director pay in detail continued
Summary of 2022 pay

Fixed remuneration
Executive
DirectorYear

N. Sawiris

Variable remuneration

Annual basesalary incl. 25%
benefits allowance1

Additional
payment2

Annual bonus

2022

1,000,000

150,000

2021

1,000,000

A. ElHoshy

2022

1,562,5005

2021

H. Badrawi

M. de Vries

Fixed: Variable

Long-term
incentives costto-company3

Total
Remuneration

n/a4

1,415,114

2,565,114

45%

55%

n/a4

2,086,600

3,086,600

32%

68%

150,000

1,764,3283

1,469,509

4,946,337

34%

66%

1,250,000

57,692

1,714,688

1,533,043

4,555,423

29%

71%

2022

1,150,000

150,000

1,298,5463

1,345,970

3,944,516

33%

77%

2021

1,150,000

1,262,010

1,385,030

3,797,040

30%

70%

2022

560,000

632,3353

654,897

1,863,567

31%

69%

2021

560,000

614,544

509,197

1,683,741

33%

67%

16,335In addition, the Committee also refers to remuneration levels
at Dutch listed companies of a similar size to OCI.

Fixed Variable
European peers

1

These figures exclude employer’s social security payments (impact USD 1.077 million).

2

Following the listing of Fertiglobe per 27 October 2021, the Executive Directors receive an additional base salary payment as a Board fee for3

The amounts mentioned in this column are based on accounting standards (IFRS).

4

As Executive Chair, Mr Sawiris is not entitled to an annual bonus. He requested the Nomination and Remuneration Committee to waive his

5This figure includes base salary for the additional position as Chief Executive Officer Fertiglobe for the full year 2022.

-

K+S
Tessenderlo Group
Wacker Chemie

Non-European peers-

Celanese
CF Industries
Koppers Holdings
Methanex
The Mosaic Company
NutrienOlin
Westlake Chemical

their position in Fertiglobe PLC Boards/Committees in addition to their Executive Director roles at OCI (payments relate to 2021).

annual bonus entitlement.

Analyst's
cornerGRI 2-19; GRI 2-20
Annual Report 2022

114

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued
Short term incentive
An overview of the Short Term Incentive (STI) performancemeasures and calculations can be found on page 111.
The chart on the right taken from page 111 shows therelative weightings of these measures.
The STI comprises two financial measures (combined
weight 60%) and three Strategic and Non-Financial
measures (combined weight of 40%).
An explanation of the Strategic and Non-Financial measures
is provided on the following page.

Weighting of KPIs used in STI
CEO target STI: 75% base salary
Other Exective Directors target STI: 60% base salary

Health, Safety and Environment

Adjusted EBITDA

15%
1st Strategic and Non-Financial
measures

40%

12,5%

Strategic and non-financial performance measures
The STI includes two Strategic and Non-Financial Measures:
1.

HR—Investing in our people

2.

Securing execution of the strategtic OCI Fuse project
Each have a weighting of 12.5%, for a combined total
weight of 25%.

12,5%
2nd Strategic and Non-Financial
measures20%
Sales Volume

The strategic and non-financial performance measures link
directly to the strategic priorities of operational excellence,business optimization, global commercial strategy, andsustainable solutions which contribute to maximizing cash
flow. The table on the next page shows the target
achievement based on the assessment of all targets by the
Nomination and Remuneration Committee and as approvedby the Board.

Analyst's
cornerGRI 2-19; GRI 2-20
Annual Report 2022

115

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued
Short term incentive continued
Strategic and non-financial performancemeasures continued
Performance measure
and weighting

1st Strategicand Non-financial
measure (12.5%)

HR-Investing in
our people

Target(s)Achievements in 2022--

Ensure an engaged and inspired workforce, which is essential to achieve maximal business performance.
This will be measured against objectives in career development and onboarding.
Develop talent development framework based on Talent Strategy.
Implement 9 box grid with scope Exco-1 and Exco-2.
Implement succession planning/talent mapping for ExCo-1 and -2 and draft action plan to close identified
succession gaps.

-

2nd Strategicand Non-financial
measure (12.5%)

Securing
execution of thestrategic OCIFuse project--

Analyst's
cornerOCI Fuse is the consolidation and replacement of the underlying OCI Technology Landscapealong with the harmonization of key business practices across the wholly owned OCI subsidiaries(excluding Fertiglobe).
Given the significant impact of this project, the Executive Directors will be charged with securing theexecution of this project.
This will be measured against objectives in four areas: operational, financial, security risk,change management.
Attrition rate employees within 1 year after joining <5% (determined by the number of joiners in the twelve
months immediately preceding the month of departure).
Operational: Sign-off ‘Prepare Phase’, ‘Explore Phase’ and ‘Realize’ for OCI and SAP Consulting; deploy
solution to pilot site with zero critical outstanding items and no material business disruption.
Financial: Ensure Fuse spend remains within a 10% variance of the agreed 2022 budget (USD 13 million)
Security: Ensure 95% of outstanding items due in 2022 are closed and zero outstanding criticalitems open.
Change Management: Participation and leadership through the OCIFUSE Steering Committee.

--

Payout as
a % ofsalaryCareer Development: The Company successfully
implemented a talent development frameworkand completed succession planning for the top
two tiers of the Company and critical roles
below these levels. The Company has confirmedthat it has assessed its succession risks and issatisfied that these are appropriately mitigatedand has reviewed the Company development andtraining plans. Additionally, for all ExCo-1 position
emergency successors are identified.
Onboarding: The Company has taken steps toensure that the onboarding of employees is
successful to support the growth of the Company
and has measured 1st year attrition rates which
are at 1.43% better than the target set.

12.5%

Operational: The planning and initial deployments
were completed successfully.
Financial: Spend is well managed and below
budget (USD 11.1 million)
Security risk: Penetration testing andcybersecurity assessments have been completed
successfully as per plan. 95% of outstanding
items are closed or pending validation.
Change: Communication and engagement of thecore affected functions and wider workforce arehighly effective and interest and engagement in
the program are high. Strong attendance at theFuse Steering Committee.

12.5%

GRI 2-19; GRI 2-20
Annual Report 2022

116

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued
Short term incentive continued
HSE performance measures
The following table summarizes performance against the 2022 HSE performance measures. The combined weight of the HSE performance measures is 15%. The 2022 HSE-performance asassessed by the HSE&S Committee and approved by the Board.

Performance Measure and weighting

Threshold 50

Target 100

Maximum 200

Achievement

Payout score

Lost Time Injury Rate (LTIR) (10%)

0.125

0.100

0.075

0.080

18/10

Total Recordable Incidents Rate (TRIR) (10%)

0.450

0.360

0.270

0.400

8/10

Process Safety Incidents Rate (PSIR) (20%)

0.700

0.560

0.420

0.510

27/20

Environmental Stewardship / EIR (10%)

0.450

0.360

0.270

0.190

20/10

Energy Efficiency Improvement (v. 2021 (10%)

0.450

0.360

0.270

-0.390

0/10-

Tracking plans in place (tracking
showed 89% ye)

9/10

-

<1

10/10

Lagging - (Output 60%)

Leading - Safety, Culture and Awareness (40%)
1

OpCo specific KPIs on HSE plan (10%)
Progress HSE audits, out of 8 leading PS KPIs for overdues not met (10%)
Employee health via PPE compliance1 (10%)
Safety Culture promotion via average number of observations per year of
MT (10%)
Full year corporate HSE score
1

See footnote 1
3

1
See footnote 1

9/year/MT member

12/year/MT member

-

5/10
9/10
106/160

Assessment at discretion of HSE&S Committee

Analyst's
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117

Introduction

About Us

Our Performance

Risk Management

Corporate Governance2020 – 2023 LTIP grants (vested on 07-02-2022)
Performance Statements
Other Information
Appendices

Remuneration Report continued
2022 Executive Director pay continued

Long term incentive plan

One off share grant2020 – 2023 Long Term Incentive Plan (LTIP) grants(vested on 07-02-2023)

As of 31 December 2022, the Executive Directors held
56,268 One Off Share Awards are shown in the table below:
To reward the exceptional performance of the Executive
Directors in 2021, One Off Share Awards were granted to
the CEO, CFO and CLHCO.
The One Off Share Awards granted on 25 May 2022, after
the approval of the AGM, comprise of conditional share units
with the value of one OCI share.
For the purpose of this exceptional One-Off Share Award,
vesting of the conditional stock units have an employment
condition only. These conditional shares shall vest on thethird anniversary of the date of grant and are subject to a
two-year holding period.

Award
Cycle

Granted # of
conditional
sharesA. El-Hoshy

2022

H. Badrawi
M. de Vries

Analyst's
cornerAchieved
117.6%

Relative TSR

Details of the 2020— 2022 Long Term Incentive areprovided on page 112: 2023 Long term incentive at a glance.
Vesting of the 2020 PSU awards was based solely on therelative TSR ranking against the selected peer group of 9international fertilizer/ chemicals/gas companies in the tableon the right.
The percentage of vesting for peer group ranking between
threshold, target and maximum is interpolated on a straightline basis.

As of 31 December 2022, the Executive Directors held
56,268 One Off Share Awards are shown in the table below:

Executive Director

Vesting of the 2020 PSU awards was based solely on the relative
TSR ranking against the selected peer group of 9 international

Dividend
Equivalent
Shares granted

Unvested # of
conditional shares
ultimo 2022

Value at grant
date in USD

Vesting date

End ofholding period

18,7372,554

21,291700,000

25-05-2025

25-05-2027

2022

18,7372,554

21,291700,000

25-05-2025

25-05-2027

2022

12,045

1,641

13,686450,000

25-05-2025

25-05-2027

Threshold 0%
40th percentile

Target 100%67th percentile

Max 150%90th percentile

Benchmark peer group
Rank

Company

TSR performance

1-2

Mosaic158.5%

3-4

CF Industries

136.4%5

OCI N.V.

117.6%

6-7

Nutrien91.6%

8Westlate Chemical

73.2%

9-10

Yara International

58.1%

11-12

Methanex

18.7%

13

Solvay7.2%

14

Celenese

1.4%

15

Lanxess-27.3%GRI 2-19; GRI 2-20
Annual Report 2022

118

Introduction

About Us

Our Performance

Remuneration

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued

Operational
ExcellenceLong term incentive plan continued
2021 – 2024 LTIP grants (vest on 07-02-2024)
Relative TSR
60%

Performance measure structure-

60% financials (relative TSR)
40% non-financials:◦ 15% Operational Excellence - Plant Reliability◦ 15% Decarbonisation◦ 10% Diversity and Inclusion

Vesting of the 2021 PSU awards is partially based on
the relative TSR ranking against the selected peer groupof international fertilizer/chemicals/gas companies withthe fertilizer companies double-weighted as decribed on
page 118.

Benchmark TSR peer group

15%

Celenese
15%

10%

ESG
Decarbonization

CF Industries
Lanxess

ESG
Diversity & Inclusion

Methanex
MosaicRelative TSR

Performance to be assessed 2024

Threshold 25%
40th percentile

Target 100%67th percentile

NutrienSolvayPerformance Measure and weighting

Operational Excellence – Plant Reliability (15%)

Max 150%90th percentile

Westlate Chemical
Yara International

Improvement of Asset Utilization = Onstream Efficiency x Capacity Efficiency
1% improvement per year on 3-year weighted reliability average (based on Maximum Proven Capacity (MPC) and % economic ownership) of plants
Development, implementation and execution of decarbonization plan. The decarbonization target is built on OCI’s commitment to confirm the GHG reduction targets and thedevelopment of the strategy to achieve these targets. The aim is to have a clear decarbonization plan including the required organizational structure and implementation planin place with projects underway, decarbonization project investment criteria defined, and quick wins achieved.
Vesting will be dependent on the achievement of key milestones:

ESG - Decarbonization (15%)

1. Define scope 2 decarbonization strategy and roadmap for all OpCos
2. Define investment criteria for maintenance CAPEX and investment projects.
3. Continue to progress ESG growth projects through project funnel, maximizing external funding opportunities.
4. Define decarbonization strategy and roadmap fo Europe and consultation with Dutch government for tailored-made deals.
5. Develop implementation plan for limited assurance of non-financial KPIs and compliance to CSRD’s requirements.
Assessment of the target achievements will be at the discretion of the Board

Performance measure and weighting

ESG – Diversity & Inclusion (10%)

Increase percentage of women’s representation in senior positions and initiatives to increase representation of minorities.
For the 2021 PSU award, the target is set at an increase of 5%. This 5% increase will be measured against the 2019 baseline in order to result in increased representationof women in senior management to achieve our goal of 25% by 2025.

Operational Excellence –Plant Reliability (15%)

Improvement of Asset Utilization = Onstream Efficiency x Capacity Efficiency
1% improvement per year on 3-year weighted reliability average (based on Maximum Proven Capacity (MPC) and % economic ownership) of plants

Sustainability –Decarbonization (15%)

Development, implementation and execution of decarbonization plan.
The decarbonization target is built on OCI’s commitment to confirm the GHG reduction targets and the development of the strategy to achieve these targets.
The aim is to have a clear decarbonization plan including the required organizational structure and implementation plan in place with projects underway, decarbonization
project investment criteria defined, and quick wins achieved.
Vesting will be dependent on the achievement of key milestones.

Sustainability –Diversity & Inclusion (10%)

Increase percentage of women’s representation in senior positions and initiatives to increase representation of minorities.
For the 2021 PSU award, the target is set at an increase of 5%. This 5% increase will be measured against the 2019 baseline in order to result in increased representation of
women in senior management to achieve our goal of 25%.

Analyst's
cornerOCI N.V. Annual Report 202

GRI 2-19; GRI 2-20
Annual Report 2022

119

Introduction

About Us

Our Performance

Remuneration

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued

Operational
ExcellenceLong term incentive plan continued
2022 – 2025 LTIP grants (vest on 07-02-2025)
Relative TSR
60%

Performance measure structure-

60% financials (relative TSR)
40% non-financials:◦ 15% Operational Excellence - Plant Reliability◦ 15% Decarbonisation◦ 10% Diversity and Inclusion

Vesting of the 2021 PSU awards is partially based on
the relative TSR ranking against the selected peer groupof international fertilizer/chemicals/gas companies withthe fertilizer companies double-weighted as decribed on
page 118.

Benchmark TSR peer group

15%

Celenese
15%

10%

ESG
Decarbonization

CF Industries
Lanxess

ESG
Diversity & Inclusion

Methanex
MosaicRelative TSR

Performance to be assessed 2024

Threshold 25%
40th percentile

Target 100%67th percentile

NutrienSolvayPerformance Measure and weighting

Operational Excellence – Plant Reliability (15%)

Max 150%90th percentile

Westlate Chemical
Yara International

Improvement of Asset Utilization = Onstream Efficiency x Capacity Efficiency
1% improvement per year on 3-year weighted reliability average (based on Maximum Proven Capacity (MPC) and % economic ownership) of plants
Development, implementation and execution of decarbonization plan. The decarbonization target is built on OCI’s commitment to confirm the GHG reduction targets and thedevelopment of the strategy to achieve these targets. The aim is to have a clear decarbonization plan including the required organizational structure and implementation planin place with projects underway, decarbonization project investment criteria defined, and quick wins achieved.
Vesting will be dependent on the achievement of key milestones:

ESG - Decarbonization (15%)

1. Define scope 2 decarbonization strategy and roadmap for all OpCos
2. Define investment criteria for maintenance CAPEX and investment projects.
3. Continue to progress ESG growth projects through project funnel, maximizing external funding opportunities.
4. Define decarbonization strategy and roadmap fo Europe and consultation with Dutch government for tailored-made deals.
5. Develop implementation plan for limited assurance of non-financial KPIs and compliance to CSRD’s requirements.
Assessment of the target achievements will be at the discretion of the Board

Performance measure and weighting

ESG – Diversity & Inclusion (10%)

Increase percentage of women’s representation in senior positions and initiatives to increase representation of minorities.
For the 2021 PSU award, the target is set at an increase of 5%. This 5% increase will be measured against the 2019 baseline in order to result in increased representationof women in senior management to achieve our goal of 25% by 2025.

Operational Excellence –Plant Reliability (15%)

Improvement of Asset Utilization = Onstream Efficiency x Capacity Efficiency + improvement per year on 3-year weighted reliability average (based on Maximum Proven
Capacity (MPC) and % economic ownership) of plants
OCI N.V. Annual Report 202

Sustainability –Decarbonization (15%)

Development, implementation and execution of decarbonization plan.
The decarbonization target is built on OCI’s commitment to confirm the GHG reduction targets and the development of the strategy to achieve these targets.
The aim is to have a clear decarbonization plan including the required organizational structure and implementation plan in place with projects underway, decarbonization
project investment criteria defined, and quick wins achieved.
Vesting will be dependent on the achievement of key milestones.

Sustainability –Diversity & Inclusion (10%)

Increase percentage of women’s representation in senior positions and initiatives to increase representation of minorities.
For the 2022 PSU award, the target is set at an increase of 5%. This 5% increase will be measured against the starting baseline, to result in increased representation of
women in senior management to achieve our goal of 25%.

Analyst's
cornerGRI 2-19; GRI 2-20
Annual Report 2022 120

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
Remuneration

2022 Executive Director pay continued
Share ownership guidelines
Subject to the Share Ownership Guidelines for the Executive
Directors of the Board, all Executive Directors are required
to accrue a value in OCI shares as a percentage of basesalary. These percentages are 300% for the CEO and
Executive Chair and 150% for the other Executive Directors.
The table on the right summarizes the holdings (based on
the closing share price on 31 December 2022). Executive
Directors have a grace period of five years of the date of
appointment.

Internal pay ratio
The internal pay ratio is calculated on the basis of thefollowing parameters:-

Average total direct compensation of a reference groupconsisting of all our employees globally (on a FTE basis).
Total remuneration of our CEO, including the value of thelong-term incentive based on accounting standards.

The global internal pay ratio as measured per 31 December
2022 is 43.2% for the CEO and on average 29.6% for the
Executive Directors.
In 2021, these global internal pay ratios were 44.5 for the
CEO and on average 32.8 for the Executive Directors. The
decrease of the internal pay ratio compared to 2021 ismainly arising from increased employee pay levels due to
inflation and new hires. The Remuneration Committee
considers these ratios to be appropriate given the size of
OCI, the nature of its staffing model and ratios ofcomparable companies.

Internal
pay ratio
Executive Director Shares held 2022

Shareholding (% of salary)

N. Sawiris

Majority shareholder in OCI N.V.

81,564,223

The internal pay ratio is calculated on the basis of the following
A. El-Hoshy
94,214216%
parameters:

H. Badrawi

105,370•

328%

Average total direct compensation of a reference groupof all our
employees globally 118%
(on an FTE basis).
M. De consisting
Vries
18,494

Shares held 2021

Shareholding (% of salary)

81,564,223

Majority shareholder in OCI N.V.

The global internal pay ratio as measured per 31 December 2022
80,848169.92%is 43.2% for the CEO and on average 29.6% for the Executive
Directors.

130,370296.72%

In 2021, these
global internal pay85.34%
ratios were 44.5 for the CEO and18,258The decrease of the

CEO Global Pay Ratio
2022

Total CEO compensation $4.9 m

Total compensation
Average employeecompensation

2022

2021

43.2 : 1$114,000

Average Employee Compensation

Total compensation

Average Executive Director compensation $3.33m

Average employeecompensation$112,265

Average Employee Compensation

Total CEO compensation $4.6m

Total compensation
Average employeecompensation

2021

29.6 : 1

44.5 : 1

Total compensation
Average employeecompensation$102,293

Average Employee Compensation

32.8 : 1

Executive Director compensation $3.28m$99,927

Average Employee Compensation

OCI N.V. A

Analyst's
cornerGRI 2-19; GRI 2-20; GRI 2-21
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121

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued
Arrangements
Application of malus & clawback
The short and long-term incentive of the Executive Directors
are subject to adjustment and claw back provisions. Thesemay be applied in certain conditions: i) Where there ismaterial misstatement of financial results which resulted inan Award being greater than would have been the caseif the misstatement had not been made; ii) The extent towhich any performance target and/or condition satisfied
was based on an error, or on inaccurate or misleading
information or assumptions which results in an Award being
greater than would have been the case had the error not
been made; iii) Serious misconduct of the individual; iv)
Circumstances arose during the vesting period which would
have warranted summary dismissal or dismissal for urgent
cause; and v) Any other circumstances allowed under Article
2: 135(8) of the Dutch Civil Code.

Contractual arrangements
Executive Directors are engaged by a service contract
with a maximum of four years ending on the date of
the Annual General Meeting of Shareholders in the fourthcalendar year after the appointment. Executive Directors areappointed for a maximum period of four years, subject to
re-appointment by the General Meeting of Shareholders.
Termination of the services contract is subject to a notice
period of 3 months minimum and 12 months maximum. The
terms and conditions of these service agreements havebeen aligned with the relevant Dutch Corporate Governance
Code provisions.

Severance arrangements

Development of directors’ remuneration,company performance andemployee remuneration
The tables on the next two pages set out the change inremuneration for each individual Director, the change in
OCI’s performance and the average change in remuneration
for the employees at OCI (excluding Directors) over the
past 5 years. The Relative TSR performance is the main
metric for Company performance sustained over the longterm. This is in line with our Performance Share Unit Plan
which has historically only been measured on relative TSR
performance. For the average employee remuneration, thesame data as for the calculation of the internal pay ratio
was used.

Contractual severance arrangements of Executive Directors
comply with the Dutch Corporate Governance Code andprovide for compensation for the loss of income resulting
from a termination of employment and are capped at 100%of annual base salary. No severance is payable in casethe agreement is terminated early at the initiative of an
Executive Director.

No variable remuneration was clawed-back in 2022.

Loans
Costs and expenses
Unless relevant law provides otherwise, Executive Directors
and the Supervisory Board shall be reimbursed by theCompany for various costs and expenses.

Analyst's
corner

OCI and its subsidiaries do not grant personal loans orguarantees to the Executive Directors. This may only be
different in very exceptional cases and only after approvalof the Board.

GRI 2-19; GRI 2-20
Annual Report 2022

122

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued
Development of directors’ remuneration,company performance and employee
remuneration continued
Total Remuneration
Executive Director
N. Sawiris2022% change2021% change

2020

2,565,114-16.9%

3,086,600-22.4%

3,976,5251% change2019% change2018% change-31.9%

5,841,951-7.1%

6,290,697+29.9%

n/a

n/a

n/a

+7.0%

2,397,640

n/a

A El-Hoshy

4,946,337+8.6%

4,555,423+32.7%

3,432,976

n/a

n/a

H. Badrawi

3,944,516+3.9%

3,797,040+17.8%

3,222,671+25.6%

2,565,471

M. de Vries

2

1,863,567

10.7%

1,683,741+31.0%

1,285,142n/a

522,460

n/a

n/a

n/a

M. Bennett

307,500-

307,500-

307,500+2.1%

301,250-15.5%

356,575-16.8%

S. Schat

190,000-

190,000-

190,000+4.1%

182,500+14.1%

160,000-

A. Montijn Groenewoud

177,500+2.4%

173,333+3.5%

167,500+8.9%

153,750+11.8%

137,500-2.7%

R.J. van de Kraats

182,500-

182,500-

182,500+2.8%

177,500+9.2%

162,500-

G. Heckman

157,500-

157,500-

157,500+2.4%

153,750+9.8%

140,000-

J. Guiraud

177,500-

177,500-

177,500+2.9%

172,500+9.5%

157,500-

D. Welch

607,1983+162.4%

231,359-6.5%

247,500n/a

92,4604

n/a

n/a

n/a

D. Fraser

170,000-

170,000-

170,000n/a

98,7105

n/a

n/a

n/a

H. van de Kerkhof

157,500-

157,500n/a

30,8156

n/a

n/a

n/a

n/a

n/a

Non-Executive Director

1

A. El-Hoshy was appointed COO on 25 November 2019 and appointed member of the Board at the 2020 AGM on 17 June 2020; the amount represents his remuneration for the full year 2020.

2

M. de Vries was appointed Executive Director and member of the Board per 1 June 2019; the amount represents her remuneration for the part of 2019 financial year she was a Director.

3

D. Welch received an additional fee of USD 449,698 for additional responsibilities sitting on the Board of Fertiglobe plc. (relating to the financial year 2021)

4

D. Welch was appointed as Non-Executive Director per May 2019.

5

D. Fraser was appointed as Non-Executive Director per May 2019.

6

H. van de Kerkhof was appointed as Non-Executive Director per October 2020.

Analyst's
cornerGRI 2-19; GRI 2-20
Annual Report 2022 123

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued
Development of directors’ remuneration,company performance and employee
remuneration continued
Total Remuneration
Performance at OCI

2022% change2021% change2020% change2019% change

TSR Performance

159.34

65.3%

96.38

+46.4%

65.82-16.2%

78.50

+5.3%

-2.2%

95,287

n/a

33.2

n/a

Average Employee Remuneration and Internal Pay Ratios
Average employee remuneration global employeereference group (FTE, full remuneration costs)
Internal pay ratio – global employeereference group112,265

12.3%

99,927

7.3%

93,170

43.2

-2.9%

44.5

13.5%

39.2

3

4

n/a

1,2

1

Per 2019 we changed the employee reference group for calculating our internal pay ratio from regional to global. The 2018 ratio on a regional basis was 29.6

2

The 2019 numbers are restated compared to our 2019 Remuneration Report as the numbers reported in 2019 were erroneously based on the consolidated, Q4 compensation for the employees of Fertil instead of the3

In line with market practice, the calculation of the internal pay ratio is changed per 2020 to include the value of the long-term incentives (Performance Share Units).

4

Due to the change in calculation methodology per 2020, the % of change between 2019 and 2020 would not correctly reflect the actual change in the internal pay ratio.

full year.

Analyst's
cornerGRI 2-19; GRI 2-20
Annual Report 2022 124

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
2022 Executive Director pay continued

Outstanding

Grantedyear-end

conditional in

2021

2022

2020

135,354

2021

Restricted stock unit plan (legacy agreement)
As of 31 December 2022, the Restricted Stock Units
holdings are shown below. Vesting of the Restricted Stock
Units is contingent on continued employment with OCI.

This page presents the shares awarded or due to Executive
Directors for the last three reported financial years andunvested or subject to a holding period as of 31 December
2022.

ExecutiveAward

Director

Cycle

A. El-

2019

Outstanding
year-end
2022
14,7501

Value at
grant

Vesting

date in

date

USD
354,900

14-02-2023

ExecutiveAward

Director

Cycle

N. Sawiris

A. El-Hoshy

End ofholding
periodH. Badrawi

07-02-205

Hoshy
1

12,981 RSU shares and 1,769 Dividend Equivalent Shares granted

M. de Vries

Dividend Equivalent

Outstanding

Value at grant

Shares granted

year-end 2022

date in USD-

18,453

153,8072,500,000

14-02-2023

07-02-2025

58,235-

7,938

66,173

1,250,000

07-02-2024

07-02-2026

2022

-

43,093

5,875

48,9681,250,000

07-02-2025

07-02-2027

2020

71,061-

9,688

80,7491,312,500

14-02-2023

07-02-2025

2021

72,794-

9,923

82,717

1,562,500

07-02-2024

07-02-2026

2022

-

53,867

7,343

61,2101,562,500

07-02-2025

07-02-2027

2020

77,829-10,61088,4391,437,500

14-02-2023

07-02-2025

2021

66,971-9,130

76,101

1,437,500

07-02-2024

07-02-2026

2022

-

49,5586,756

56,314

1,437,500

07-02-2025

07-02-2027

2020

32,485-

4,428

36,913600,000

14-02-2023

07-02-2025

2021

32,612-

4,445

37,057700,000

07-02-2024

07-02-2026

2022

-

24,132

3,289

27,421700,000

07-02-2025

07-02-2027

Vesting date

End of holding
periodPerformance share units
As of 31 December 2022, the Executive Directors held
815,869 conditional performance shares. In 2021, theExecutive Directors held 777,899 shares including theconditional performance shares granted to A. El-Hoshy prior
to his appointment to the Board.

One off share awards
Executive Director

Award Cycle

Granted conditional in 2022

Dividend Equivalent Shares granted

Outstanding year- end 2022

Value at grant date in USD

Vesting date

End of holding period

A. El-Hoshy

2022

18,7372,554

21,291750,000

25-05-2025

25-05-2027

H. Badrawi

2022

18,7372,554

21,291750,000

25-05-2025

25-05-2027

M. de Vries

2022

12,045

1,641

13,686450,000

25-05-2025

25-05-2027

Analyst's
cornerGRI 2-19; GRI 2-20
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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Remuneration Report continued
Non-Executive Director pay in FY22
The remuneration of the Non-Executive Directors consistsof fixed fees for their board membership and for services on
OCI’s Committees. To ensure independence, Non-Executive
Directors are not granted any variable, performance
related remuneration.

The Non-Executive Directors do not receive any benefits
other than reimbursement for OCI-related expenses fortravel, accommodation and representation.
The table below summarizes the remuneration of the NonExecutive Directors (in USD).

ChairmanMemberMain Board

300,000

150,000

Audit

25,00020,000N&R

20,000

7,500

HSE&S

20,0007,500

The remuneration is set at the level 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 contributeto its performance and the long-term value creation.

2022

2021

Non-Executive Director

1

Main Fee

Committee Fee

Additional Fees

Total

Main Fee

Committee Fee

Additional Fee

Total

M. Bennett

300,000

7,500-

307,500

300,000

7,500-

307,500

S. Schat

150,000

40,000-190,000

150,000

40,000-190,000

1

A. Montijn Groenewoud

150,000

27,500-177,500

150,000

23,333-

173,333

R.J. van de Kraats

150,000

32,500-

182,500

150,000

32,500-

182,500

G. Heckman

150,000

7,500-

157,500

150,000

7,500-

157,500

J. Guiraud

150,000

27,500-177,500

150,000

27,500-D. Welch

150,000

7,500

449,698

607,198

150,000

7,500

73,859231,359

D. Fraser

150,000

20,000-170,000

150,000

20,000-170,000

H. van de Kerkhof

150,000

7,500-

157,500

150,000

7,500-

157,5002

177,500
3

At the 2021 AGM, the annual fee for the Chair of the Health, Safety, Environment and Sustainability Committee is increased from USD 10,000 to USD 20,000 because of the increase of the responsibility of thisCommittee with Sustainability matters. These additional responsibilities include responsibility for Sustainability.

2

The amount reported as extraordinary item for Mr Welch in 2022 is the fee for services on the Board of Fertiglobe PLC for 2021. We note that Fertiglobe is a separately listed entity and Mr Welch’s fees, received from
Fertiglobe, are in line with the local market practice.

3

The amount reported as extraordinary item for Mr Welch in 2021 is the fee for services on the Board of Fertiglobe Holding Ltd, and will be offset against future OCI fees as a result of footnote 2.

Analyst's
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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Declarations
Introduction
This 2022 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 2022 financial statements(jaarrekening) within the meaning of section 2:361 of
the Dutch Civil Code, reference is made to the financial
statements. OCI’s Directors have signed the 2022 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 (theAR 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 3bof the AR Decree can be found in the following sections of
this Annual Report:-

Information concerning compliance with the Code, as
required by article 3 of the AR Decree, can be found in
the section Compliance with the Code on page 106;-

information concerning OCI’s risk management andcontrol frameworks relating to the financial reporting
process, as required by article 3a(a) of the AR Decree,
can be found in the section Enterprise Risk Management
beginning on page 78;-

information regarding the functioning of the GM, and theauthority and rights of OCI’s shareholders, as requiredby article 3a(b) of the AR Decree, can be found in thesection Shareholders’ rights and meetings on page 105;-

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 90;-

information regarding the diversity policy concerning thecomposition of the Board, as required by article 3a(d)of the AR Decree, can be found in the sections Board
composition and independence and Diversity & Inclusion
on pages 92 to 93; and-information concerning the inclusion of the information
required by the Decree Article 10 Takeover Directive(Besluit artikel 10 overnamerichtlijn), as required byarticle 3b of the AR Decree, can be found in the section
Decree Article 10 Takeover Directive on page 106.

The Dutch Corporate Governance Code (the ‘Code’) was
first adopted in 2003 and amended in 2008, 2016 and2022. The Code applicable to the financial year 2022
was last amended in 2016 with effect from 1 January
2017 and is available at the website of the Corporate
Governance Monitoring Committee (http://www.mccg.nl).
On 20 December 2022, the Corporate Governance CodeMonitoring Committee published an updated Code whichis, subject to a formal designation by governmental decree
applicable to the financial year 2023 going forward andis available at the website of the Corporate GovernanceMonitoring Committee (http://www.mccg.nl).

In control statement
The Board is responsible for the design, implementationand operation of the internal risk management and control
systems. In discharging this responsibility, the Board has
made an assessment of the effectiveness of OCI’s internal
control and risk management systems, which includes anassessment of our business conduct in relation to thetreatment of the environment, people, and our policies andprocedures to address bribery and corruption. Based on
the aforementioned assessment and in accordance with theDutch Governance Code, the Board states to the best of its
knowledge and belief that:-

There are no material failures in the effectiveness of theinternal risk management and control systems;-

The internal risk management and control systems
provide reasonable assurance that the Annual Report
does not contain any errors of material importance;-

Based on the current state of affairs, it is justified thatthe financial reporting is prepared on a going concern
basis; and-There are no material risks or uncertainties that could
reasonably be expected to have a material adverse
effect on the continuity of OCI’s business in the coming
twelve months.

Above statements do not imply that our systems andprocedures provide absolute assurance as to the realizationof our operational and strategic business objectives, orthat they can prevent all misstatements, inaccuracies,
errors, fraud and non-compliances with legislation, rules
and regulations.

Annual Report 2022

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Declarations continued
Directors’ statement pursuant toarticle 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), theDirectors declare that to the best of their knowledge:--

The 2022 financial statements (jaarrekening) provide
a true and fair view of the assets, liabilities, financial
position and results of OCI and its subsidiaries includedin the consolidated statements; andthe Board Report (bestuursverslag) provides a true andfair view of the situation as at 31 December 2022, andof OCI’s and its group companies’ state of affairs for thefinancial year 2022, as well as the principal risks anduncertainties that OCI faces.

Non-Financial Statement pursuant to
Directive 2014/95/EU
Directive 2014/95/EU requires large companies todisclose non-financial information. This Directive has been
implemented into Dutch law through the Decree disclosureof non-financial information (Besluit bekendmaking nietfinanciële informatie) (the NF Disclosure Decree).
Pursuant to article 2 of the NF Disclosure Decree, OCI
has included the information included in article 3 of the
NF Disclosure Decree in the following sections of thisAnnual Report:-

A description of OCI’s business model is included on
page 12.

-A description, including applied procedures and theresults of its policy in relation to:◦Environmental, social and employee matters is
included on pages 41 to 70, and◦respect for human rights is described on page 69
and in our Human Rights Policy; and◦anti-corruption and bribery matters are described in
the section Governance performance on pages 72 to
76; and◦the principal risks related to the policy and how
the risks are managed as described throughout
the sustainability and ERM sections of this Annual
Report; and◦the non-financial performance indicators which are
relevant for OCI’s business activities are describedon pages 217 to 223.

The Board
Michael Bennett
Nassef Sawiris
Ahmed El-Hoshy
Hassan Badrawi
Maud de Vries
Sipko SchatJérôme Guiraud
Gregory Heckman
Robert Jan van de Kraats
Anja Montijn-GroenewoudDavid Welch
Dod Fraser
Heike van de Kerkhof

Amsterdam, the Netherlands, 22 March 2023

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Our Performance

Risk Management

6 Performance
Statements

Corporate Governance

Performance Statements

Other Information

Financial statements

Appendices130

ESG performance statements 217

Annual Report 2022

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Our Performance

Financialstatements

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Consolidated
financial statements

130

Notes to the consolidated
financial statements

137

Parent company
financial statements

195

Notes to the parent company
financial statements
202

Annual Report 2022 130

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Consolidated statement of financial position
As at$ millions

Note

31 December 2022

31 December 2021

Property, plant and equipment(7)5,391.1

5,543.5

Right-of-use assets

(7)

240.2

248.2

Goodwill and other intangible assets

(8)

491.5

485.7

Trade and other receivables

(9)

61.7

33.6

Equity-accounted investees

(10)

522.3

494.9

Financial assets at fair value through other comprehensive income

(11)

18.8

19.2

Deferred tax assets

(12)

81.3

207.7

6,806.9

7,032.8

AssetsNon-current assets

Total non-current assets
Current assets
Inventories

(13)

421.4

343.5

Trade and other receivables

(9)

820.2

851.6

Income tax receivables

(12)

5.6

3.4

Cash and cash equivalents(14)

1,717.0

1,580.3

Total current assets

2,964.2

2,778.8

Total assets

9,771.1

9,811.6

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Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Consolidated statement of financial position continued
As at$ millions

Note

31 December 2022

31 December 2021

EquityShare capital

(15)

5.6

5.6

Share premium(15)

5,261.7

6,316.3

Reserves(16)

Retained earnings
Equity attributable to owners of the Company
Non-controlling interests(17)

Total equity(442.7)(384.0)(2,500.9)(3,938.9)

2,323.7

1,999.0

2,016.0

1,509.2

4,339.7

3,508.2

Liabilities
Non-current liabilities
Loans and borrowings(18)

2,572.3

3,290.2

Lease obligations

(19)

227.5

237.5

Trade and other payables

(20)

114.1

23.7

Provisions

(21)

13.9

12.8

Deferred tax liabilities

(12)

485.3

614.4

3,413.1

4,178.6
510.6

Total non-current liabilities
Current liabilities
Loans and borrowings

(18)

303.4

Lease obligations

(19)

48.6

39.7

Trade and other payables(20)

1,284.3

1,357.5

Provisions

(21)

130.3

144.7

Income tax payables

(12)

251.7

72.3

Total current liabilities

2,018.3

2,124.8

Total liabilities

5,431.4

6,303.4

Total equity and liabilities

9,771.1

9,811.6

The notes on pages 137 to 194 are an integral part of these consolidated financial statements.

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Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December$ millions

Note

2022

2021

Revenue
Cost of sales

(27)
(22)

9,713.1(6,365.4)

6,318.7(4,489.7)

Gross profit
Other income
Selling, general and administrative expenses
Other expenses

(23)
(22)
(24)

3,347.7
29.6(372.5)(0.5)

1,829.0
1.4(266.4)(1.2)

Operating profit
Finance income
Finance cost

(25)
(25)

3,004.3
294.3(480.3)

1,562.8
34.6(308.8)

Net finance cost
Income from equity-accounted investees (net of tax)

(10)(186.0)21.8(274.2)
7.3

Profit before income tax
Income tax(12)2,840.1(413.8)1,295.9(137.1)

2,426.3

1,158.8

9.7
9.7(26.8)(2.3)(16.9)(51.8)(2.2)

Net profit
Other comprehensive income:Items that are or may be reclassified subsequently to profit or loss
Movement in hedge reserve
Movement in hedge reserve equity-accounted investees
Currency translation differences
Currency translation differences from equity-accounted investees
Items that will not be reclassified to profit or loss
Changes in the fair value of financial assets at fair value through other comprehensive income

(16)
(10)
(16)
(10)
(16)

-

(10.8)(9.7)(81.7)

Total comprehensive income

2,416.6

1,077.1

Net profit attributable to owners of the Company
Net profit attributable to non-controlling interests

1,237.4
1,188.9

570.5
588.3

Net profit

2,426.3

1,158.8

Total comprehensive income attributable to owners of the Company
Total comprehensive income attributable to non-controlling interests

1,179.6
1,237.0

521.1
556.0

2,416.6

1,077.1

5.885
5.849

2.719
2.703

Other comprehensive income, net of tax

(17)

(17)

Total comprehensive income
Basic earnings per share (in USD)
Diluted earnings per share (in USD)

(26)
(26)

The notes on pages 137 to 194 are an integral part of these consolidated financial statements.

Annual Report 2022 133

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Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Consolidated statement of changes in equity
For the year ended 31 December
Equity attributableto owners of
the Company

Non-controllinginterests

Total equity

Share capital

Share premium

Reserves

Retainedearnings

5.6

6,316.3(338.4)(4,851.8)

1,131.7

1,540.1

2,671.8

Net profit

-

-

-

570.5

570.5

588.3

1,158.8

Other comprehensive income--(49.4)-(49.4)(32.3)(81.7)
1,077.1$ millions

Note

Balance at 1 January 2021

Total comprehensive income--(49.4)

570.5

521.1

556.0

Impact difference in profit sharing non-controlling interests

(17)

-

-

-

-

-

104.6

104.6

Dividend to non-controlling interests

(17)

-

-

-

-

-

(788.1)(788.1)

Treasury shares sold / delivered

(16)

-

-

4.8

(4.8)

-

-

-

Treasury shares acquired

(16)

-

-

(1.0)

-

(1.0)

-

(1.0)

Acquisition of additional shares in EBIC

(17)

-

-

-

6.0

6.0

(44.4)(38.4)

Sale of shares in Fertiglobe plc

(17)

-

-

-

332.7

332.7

141.0

473.7

Share-based payments

(15)

-

-

-

8.5

8.5

-

8.5

5.6

6,316.3(384.0)(3,938.9)

1,999.0

1,509.2

3,508.2

Net profit

-

-

-

1,237.4

1,237.4

1,188.9

2,426.3

Other comprehensive income--(57.8)-(57.8)

48.1

(9.7)

Total comprehensive income--(57.8)

1,237.4

1,179.6

1,237.0

2,416.6

Balance at 31 December 2021

Impact difference in profit sharing non-controlling interests

(17)

-

-

-

-

-

318.4

318.4

Dividend to non-controlling interests

(17)

-

-

-

-

-

(1,056.4)(1,056.4)

Share capital increase(15)

1,083.0(1,083.0)

-

-

-

-

-

Share capital decrease(15)(13.9)

13.9

-

-

-

-

-

Capital repayment(15)(1,069.1)---(1,069.1)-(1,069.1)

Issuing shares

(15)

-

14.5

(14.5)----

Dividend payment

(15)

-

-

-

(14.4)(14.4)-(14.4)

Treasury shares sold / delivered

(16)

-

-

15.6

(15.6)---

Treasury shares acquired

(16)

-

-

(2.0)

-

(2.0)

-

(2.0)

Sale of shares in OCI Methanol

(17)

-

-

-

221.4

221.4

7.8

229.2

Share-based payments

(15)

-

-

-

9.2

9.2

-

9.2

5.6

5,261.7(442.7)(2,500.9)

2,323.7

2,016.0

4,339.7

Balance at 31 December 2022

The notes on pages 137 to 194 are an integral part of these consolidated financial statements.

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Appendices

Consolidated statement of cash flows
For the year ended 31 December$ millions

Note

Net profit

2022

2021

2,426.3

1,158.8
891.6

Adjustments for:
Depreciation, amortization and impairment

(22)

599.9

Interest income(25)(38.2)(4.3)

Interest expense

(25)

251.3

281.0

Net foreign exchange (gain) / loss and others(25)(27.1)(2.5)

Share in income of equity-accounted investees(10)(21.8)(7.3)

Equity-settled share-based payment transactions

(15)

9.2

8.5

Impact difference in profit-sharing non-controlling interests

(17)

318.4

104.6

Income tax expense

(12)

413.8

137.1

Inventories(13)(114.1)(41.7)

Trade and other receivables

(9)

(2.2)

(277.3)

Trade and other payables(20)(123.2)391.7

Provisions

(21)

32.2

(1.8)

(163.7)(209.2)

(8.2)

(8.5)

13.0

4.3

Changes in:

Cash flows:
Interest paid
Lease interest paid

(19)

Interest received
Settlement interest derivatives

25.0

-

Income tax paid

(12)(226.8)(160.9)Withholding tax paid on subsidiary dividends(12)(15.1)-

3,348.7

2,264.1(394.1)(248.9)

1.5

2.7

1.8

2.7

(390.8)(243.5)

Cash flow from operating activities
Investments in property, plant and equipment and intangible fixed assets(7)

Proceeds from sale of property, plant and equipment
Dividends from equity-accounted investees
Cash flow used in investing activities(10)

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Consolidated statement of cash flows continued
For the year ended 31 December$ millions

Note

Proceeds from borrowings(18)

1,073.0

2,248.3

Repayment of borrowings(18)(1,587.8)(3,186.1)

Payment of lease obligations(19)(39.2)(38.8)

Purchase of treasury shares

(16)

(0.2)

(1.0)

Newly incurred transaction costs / call premium(18)(52.3)(48.9)

Distributions paid to owners of the Company(15)(1,059.0)-

Withholding tax on dividends to owners of the Company

(15)

(2.2)

-

Dividends paid to non-controlling interests(17)(1,112.2)(799.7)

Acquisition of additional shares in EBIC

(17)

-

(43.0)

Proceeds from the sale of shares in Fertiglobe plc

(17)

-

461.1

Fees related to the sale of shares in Fertiglobe plc

(17)

-

(14.1)

Proceeds from the sale of shares in OCI Methanol Group

(17)

375.0

-

Fees related to the sale of shares in OCI Methanol Group

(17)

(1.3)

-

Settlement FX derivatives(25)(30.5)(72.8)(2,436.7)(1,495.0)

521.2

525.6

Cash flows used in financing activities
Net cash flow
Net increase in cash and cash equivalents

2022

2021

521.2

525.6

1,197.3

686.3

(1.5)

(14.6)Cash and cash equivalents at 31 December

1,717.0

1,197.3

Cash and cash equivalents in statement of financial position

1,717.0

1,580.3-(383.0)1,717.0

1,197.3

Cash and cash equivalents at 1 January
Effect of exchange rate fluctuations on cash held

Bank overdraft repayable on demand
Cash and cash equivalents in statement of cash flows

For non-cash movements in loans and borrowings and lease obligations, reference is made to notes 18 and 19, respectively.
The notes on pages 137 to 194 are an integral part of these consolidated financial statements.

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AppendicesNotes to the consolidated financial statements
For the year ended 31 December
1. General
OCI N.V. (‘OCI’ or ‘Company’) was established on 2 January 2013 as a public limited liability
company incorporated under Dutch law, with its head office located at Honthorststraat 19,
Amsterdam, the Netherlands. OCI is registered in the Dutch commercial register under no.
56821166 dated 2 January 2013. The consolidated financial statements comprise the financial
statements of the Company, its subsidiaries (together referred to as the ‘Group’) and theGroup’s interests in associates and joint ventures.
The Group is primarily involved in the production and distribution of hydrogen-based andnatural gas-based products.

2. Basis of preparation
2.1 General
The consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards as endorsed by the European Union (IFRS-EU). The
consolidated financial statements have been prepared on the historical cost convention,
except when otherwise indicated.
The financial year of the Group commences on 1 January and ends on 31 December. The
Company’s functional currency is the Euro (‘EUR’). The Group presentation currency is the US
dollar, as the Group’s major foreign operations have the US dollar as their functional currency.
All values are rounded to the nearest tenth of a million (in millions of USD), except whenstated otherwise.
These financial statements have been authorized for issue by the Company’s Board of
Directors on 22 March 2023. These consolidated financial statements are subject to adoption
by the Annual General Meeting of Shareholders.

2.2 Climate action integrated in strategic objectives
OCI is committed to environmental principles integrated into our strategic objectives. These
strategic objectives include a commitment to 20% green house gas intensity reduction by
2030 in comparison to 2019 and carbon neutrality by 2050 as well as 100% purchased
electricity from renewable sources by 2030.

The impact of this climate roadmap has been considered when preparing these consolidated
financial statements. For more information, refer to note 5 Critical accounting judgment,
estimates and assumptions.

3. Summary of significant accounting policies
The Group has applied the accounting policies set out in note 3 consistently over both
periods presented in these consolidated financial statements.

3.1 Consolidation
The consolidated financial statements include the financial statements of OCI, its subsidiaries
and the Group’s interests in associates and joint ventures.

Subsidiaries
Subsidiaries are all companies to which OCI is exposed or has rights to variable returns fromits involvement with the investee and has the ability to affect those returns through its control
over the investee, generally accompanying a shareholding of more than half of the sharesissued and related voting power. Subsidiaries are fully consolidated from the date that control
commences until the date that control ceases. When the Group ceases to have control overa subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related
non-controlling interests and other components of equity. Any investment retained in theformer subsidiary is recognized at fair value. The fair value shall be regarded as the fair value
on initial recognition of a financial asset or, when appropriate, the cost on initial recognitionof an investment in an associate or joint venture. Any resulting gain or loss is recognizedin profit or loss including related cumulative translation adjustments accumulated in othercomprehensive income. If it becomes an associate or joint venture, the interest retained issubsequently measured in accordance with the equity method. The principal subsidiaries arelisted in note 34.

Transactions eliminated in the consolidated financial statements
Intra-group balances and transactions, and any unrealized income and expenses arising fromintragroup transactions, are eliminated in preparing the consolidated financial statements.
Unrealized gains arising from transactions with equity-accounted investees are eliminatedagainst the investment to the extent of the Group’s interest in the investees. Unrealized
losses are eliminated in the same way as unrealized gains, but only to the extent that there isno evidence of impairment.

For OCI’s decarbonization roadmap, refer to section Decarbonization roadmap and for thelatest environmental performance, refer to section Environmental performance.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.1 Consolidation continued
Non-controlling interests
Non-controlling interests is presented as a separate component in equity. ‘Profit or loss’ and‘Total comprehensive income’ attributable to the non-controlling interests are presented as aseparate line item in the consolidated statement of profit or loss and other comprehensive
income. Non-controlling interests is measured at its proportionate share of the acquiree’s
identifiable net assets at the balance sheet date. Changes in Group’s ownership interest in a
subsidiary that do not result in a loss of control are accounted for as equity transactions.

3.2 Equity-accounted investees
Associates
Associates are those companies in which the Group exercises significant influence, but does
not have control over the financial and operating policies, and are presumed to exist when
the Group holds 20% to 50% of the shareholding and related voting rights of the other entity.
Associates are accounted for under the equity method. The Group’s share of profit or loss ofan associate is recognized in profit or loss from the date when significant influence begins up
to the date when that influence ceases.
Investments in associates with negative shareholder’s equity are impaired and a provision
for its losses is recognized only if the Group has a legal or constructive obligation to cover
the losses. Equity changes in investees accounted for under the equity method that do not
result from profit or loss are recognized in other comprehensive income. Unrealized gains ontransactions between the Group and its associates are eliminated to the extent of the Group’s
interest in associates. Unrealized losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Unrealized gains on transactions between
two associates are not eliminated.

Joint ventures
Investments in joint arrangements are classified as either joint ventures or joint operations
depending on the contractual rights and obligations of each investor. Those joint
arrangements that are assessed as joint ventures are accounted for using the equity method.
Joint operations are accounted for using line by line accounting. Joint ventures are accounted
for under the equity method. Under the equity method of accounting, interests in joint
ventures are initially recognized at cost and adjusted subsequently for the Group’s sharein the post-acquisition profit or losses and movements in comprehensive income.

When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint
venture (which includes any long-term interest that, in substance, forms part of the Group’s
net investment in joint ventures), the Group does not recognize further losses, unless it has
incurred obligations or made payments on behalf of the joint venture.

3.3 Business combinations
Business combinations are accounted for using the acquisition method. The cost of an
acquisition is measured as the aggregate of the consideration transferred, measured atacquisition date, fair value of the assets and liabilities assumed and the amount of any
non-controlling interests in the acquiree. For each business combination, the Group elects
whether to measure the non-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition related costs are
expensed as incurred and included in administrative expenses.
When the Group acquires a business, it assesses the classification of particular financial
assets and financial liabilities assumed as, at fair value through profit or loss, or at amortizedcost or as a financial asset measured at fair value through other comprehensive income.
The Group makes an assessment of whether embedded derivatives of the acquiree should
be separated from their host contracts. If the business combination is achieved in stages,
the previously held equity interest is remeasured at its acquisition date fair value andany resulting gain or loss is recognized in profit or loss or other comprehensive income,as appropriate.
The consideration transferred in exchange for the acquiree includes any asset or
liability resulting from a contingent consideration arrangement. The Group recognizes
the acquisition-date fair value of contingent consideration as part of the considerationtransferred in exchange for the acquiree.
Changes in the fair value of consideration that are not measurement period adjustments shallbe adjusted as follows:-

Contingent consideration classified as equity shall not be remeasured.

-

Other contingent consideration shall be measured at fair value with changes recognized in
profit or loss.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.4 Foreign currency

The classification of financial assets under IFRS 9 is generally based on the business model inwhich a financial asset is managed and its contractual cash flow characteristics.

Foreign currency transactions
The financial statements of subsidiaries and joint operations are prepared in the currencies
which are determined based on the primary economic environment in which they operate(‘the functional currency’). Transactions in currencies other than the functional currency arerecorded at the rates of exchange prevailing on the transaction dates. At each balance
sheet date, monetary items denominated in foreign currencies are revalued into the entity’sfunctional currency at the then prevailing closing-rates.

Amortized cost
Trade and other receivables are held to collect contractual cash flows and are expected togive rise to cash flows representing solely payments of principal and interest. The Groupanalyzed the contractual cash flow characteristics of those instruments and concluded thatthey meet the ‘hold-to-collect’ business model criteria for amortized cost measurement.
Interest income from these assets is included in finance income using the effective interest
rate method. Any gain or loss on derecognition is recognized directly in profit or loss.

Exchange differences arising on the settlement and translation of monetary items areincluded in profit or loss for the period except when deferred to other comprehensive income
for financial assets at fair value through other comprehensive income and the effective partof qualifying cash flow hedges.

The Group sells certain trade receivables under a securitization agreement to a third party.
For these selected debtors the Group will use the ‘hold-to-collect-and-sell business model’ as
defined under IFRS 9 and will measure these receivables going forward at FVOCI.

Foreign currency translation

Fair value through profit or loss (‘FVTPL’)

Upon consolidation, the assets and liabilities of subsidiaries with a functional currency otherthan the US dollars are translated into US dollars using the exchange rates prevailing at thebalance sheet date. Income and expense items are translated using exchange rates prevailingat the date of the transactions. Investments in joint ventures and associates with a functional
currency other than the US dollars are translated into US dollars using exchange rates
prevailing on the balance sheet date. Exchange rate differences arising during consolidationand on the translation of investments in subsidiaries, joint arrangements and associates
and monetary items that form part of net investments are included in other comprehensive
income, as ‘Currency translation differences’.

Derivative financial instruments held by the Group are classified in the category FVTPL,
unless the instrument is designated in a hedge relationship and the hedge meets therequirements for hedge accounting. Under IFRS 9, derivatives embedded in contracts where
the host is a financial asset in the scope of the standard are never separated. Instead, thehybrid financial instrument as a whole is assessed for classification.

Fair value through other comprehensive income (‘FVOCI’)

When a foreign operation is (partly) disposed of or sold, (the proportionate share of) the
related currency translation differences that were recorded in other comprehensive income
are recycled to profit or loss as part of the gain or loss on disposal or sale. Goodwill and fairvalue adjustments arising on the acquisition of a foreign subsidiary are considered as assets
and liabilities denominated in the functional currency of the foreign subsidiary.

Equity investments, previously recognized as available-for-sale assets, are measured at
FVOCI, based on the irrevocable election made by the Group. The Group elected thisapproach as these investments are not held for trading. Movements in the carrying amountare recognized in other comprehensive income, except for the recognition of impairment
gains and losses, interest income and foreign exchange gains and losses which arerecognized in the profit or loss. On derecognition the cumulative gain or loss recognized inother comprehensive income is not reclassified from equity to profit or loss. Dividend income
is recognized in profit or loss when the Group’s right to receive payment is established.

3.5 Financial instruments

Gas purchase contracts

Financial assets
IFRS 9 contains three principal classification categories for financial assets: measured atamortized cost, at fair value through profit or loss (‘FVTPL’) and at fair value through othercomprehensive income (‘FVOCI’).

The Group has physical purchase contracts in place to procure natural gas for its production
activities. These contracts are not accounted for as financial instruments if they meet thecriteria for the own use exemption. The own use exemption applies to contracts that areentered into and continue to be held for the receipt of a non-financial item in accordance with

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.5 Financial instruments continued

Impairment

When a derivative instrument or a non-derivative financial liability is designated as thehedging instrument in a hedge of a net investment in a foreign operation, the effective
portion of changes in the fair value of a derivative or foreign exchange gains and losses for a
non-derivative is recognised in other comprehensive income and presented in the translation
reserve within equity. Any ineffective portion of the changes in the fair value of the derivative
or foreign exchange gains and losses on the non-derivative is recognised immediately in
profit or loss. The amount recognised in other comprehensive income is fully or partially
reclassified to profit or loss as a reclassification adjustment on disposal or partial disposal of
the foreign operation, respectively.

The impairment model requires the recognition of impairment provisions based on expectedcredit losses (ECL) rather than only incurred credit losses. The Group allocates each exposure
to a credit risk grade based on data that is determined to be predictive of the risk ofloss (including but not limited to external ratings, audited financial statements, management
accounts and cash flow projections and available press information about customers) andapplying experienced credit judgment. Credit risk grades are defined using qualitative andquantitative factors that are indicative of the risk of default and are aligned to external
credit definitions from agencies (Standard & Poor’s). Exposure within each credit risk grade
are segmented by geographic region classification and an ECL rate is calculated for eachsegment based on delinquency status and actual credit loss experience over the past sevenyears (if possible). These rates are multiplied by scalar factors to reflect differences between
economic conditions during the period over which historical data has been collected,
current conditions and the Group’s view of economic conditions over the expected lives of
the receivables.

Cash flow hedge accounting

Impairment of non-derivative financial assets

When a derivative is designated as a cash flow hedging instrument, the effective portion ofchanges in the fair value of the derivative is recognised in other comprehensive income andaccumulated in the hedging reserve. The effective portion of changes in the fair value ofthe derivative that is recognised in other comprehensive income is limited to the cumulativechange in fair value of the hedged item, determined on a present value basis, from inceptionof the hedge. Any ineffective portion of changes in the fair value of the derivative isrecognised immediately in profit or loss.

For the assessment of loss allowance for expected credit losses, a simplified model for tradereceivables is applied. The loss allowance is measured at initial recognition and throughout
the life of the receivable at an amount equal to lifetime ECL. They are estimated based on thepresent value of all cash shortfalls over the remaining expected life of the financial asset, i.e.,the difference between:

the Group’s expected purchase, sale or usage requirements and do not have a past practiceof being net cash-settled.

Net investment hedging-

The contractual cash flows that are due to an entity under the contract; and-The cash flows that the holder expects to receive.

Financial liabilities
Financial liabilities, like loans and borrowings and trade and other payables, are measured atamortized cost, unless the financial liability:-

Is a derivative at FVTPL;-

Arose from the transfer of a financial assets that does not qualify for derecognition or if
the continuing involvement approach applies;-

Is a financial guarantee contract;-

Is a commitment to provide a loan at a below-market interest rate; and-Is a contingent consideration resulting from a business combination to which IFRS 3
applies, measured at FVTPL.

In order to assess the lifetime ECLs for trade receivables, both historic credit losses
experience and forward-looking information is assessed. Expected losses on tradereceivables are recognized on a separate line item in the statement of profit and loss, if any.
For other receivables (and other financial assets) the Group measures the loss allowanceat an amount equal to the lifetime ECLs if the credit risk on that financial instrument has
increased significantly since initial recognition. If at the reporting date, the credit risk of otherreceivables has not increased significantly since initial recognition, the Group measures theloss allowance for that financial instrument at an amount equal to 12-month ECL.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.5 Financial instruments continued
Impairment of derivative financial assets
Derivative financial assets are measured at fair value and the Group investigates whether thecounterparty’s creditworthiness gives rise to an impairment. When determining the fair value,credit value and debit value adjustments are taken into account.

3.6 Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturitiesof three months or less from the acquisition date (original maturity) that are subject to an
insignificant risk of changes in their fair value and are used by the Group in the managementof its short-term commitments. Restricted cash comprises cash balances where specificrestrictions exist on the Company’s ability to use this cash. Restricted cash includes cash
deposited as collateral for letters of credit issued by the Company. Restricted funds include
bank balances reserved by the lending institution for installments of loan payments to bemade in the near future.

3.7 Equity attributable to owners of the Company
Ordinary shares are classified as equity. Share premium is the excess amount received
over the par value of the shares. Incremental costs directly attributable to the issue of
new shares are recognized in equity as a deduction, net of tax, from the proceeds. When
ordinary shares are repurchased, the amount of the consideration paid, which includes
directly attributable costs, net of tax effects, is recognized as a deduction from ‘Reserves’.
Repurchased shares are classified as treasury shares and are presented in ‘Reserves’. Whentreasury shares are sold or reissued subsequently, the amount received is recognized as anincrease in ‘Reserves’, and the resulting surplus or deficit on the transaction is presented inshare premium.

3.8 Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation
and any impairment. Cost includes expenditure that is directly attributable to the acquisitionof the asset. The cost of self-constructed assets includes cost of material, direct labour,other directly attributable cost incurred to bring the asset ready to its intended use, cost ofasset retirement obligations and any capitalized borrowing cost.

Purchased software that is integral to the functionality of the related equipment is capitalized
as part of that equipment. When parts of property, plant and equipment have different
useful lives, they are accounted for as separate items (major components) of property, plantand equipment.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as thedifference between the net proceeds from disposal and the carrying amount of the item) is
recognized in profit or loss. Subsequent expenditures are capitalized only when it is probablethat the future economic benefits associated with the expenditure will flow to the Group.
Ongoing repairs and maintenance costs are expensed as incurred. Spare parts of property,
plant and equipment are recognized under property, plant and equipment if the averageturn-over exceeds 12 months or more, the cost exceeds USD 10 thousand and the part is key
for the functioning of the plant. Other spare parts are recognized within inventories.

Property, plant and equipment under construction
Expenditures incurred for purchasing and constructing property, plant and equipment are
initially recorded as ‘under construction’ until the asset is completed and becomes ready foruse. Upon the completion of the assets, the recognized costs are reclassified from ‘underconstruction’ to its final category of property, plant and equipment. Assets under construction
are not depreciated and measured at cost less any impairment losses.

Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis through profit
or loss over the estimated useful lives of each component, taking into account any residual
values. Land is not depreciated. Items of property, plant and equipment are depreciated fromthe date that they are installed and are ready for use, or in respect of internally constructedassets, from the date that the asset is completed and ready for use.
Depreciation methods, useful lives and residual values are reviewed at each reporting date
and adjusted if necessary by the Group.
The estimated useful lives for items of property, plant and equipment are as follows:

Years

Buildings

10 - 50

Plant and equipment

5 - 25

Fixtures and fittings

3 - 10

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.8 Property, plant and equipment continued

use. Amortization methods, useful lives and residual values are reviewed at each reporting
date and adjusted if necessary.

Borrowing costs
Borrowing costs attributable to the acquisition, construction or production of assets thatnecessarily take a substantial period of time to get ready for their intended use or sale, arerecognized as part of the cost of those assets. All other borrowing costs are recognized as‘Finance cost’ in the period in which they are incurred.

3.9 Goodwill and other intangible assets

The estimated useful lives of intangible assets are as follows:

Years

Licenses and trade names

3 - 10Purchased rights and other4 - 10Software

1-5

Goodwill

3.10 Inventories

Goodwill represents the excess of purchase price and related costs over the value assigned
to the Groups’ share of identifiable assets acquired and liabilities assumed of businesses
acquired that were directly attributable to the legal entities comprising the Group. If the fairvalue of the net assets acquired is in excess of the aggregate consideration transferred, thegain is recognized in profit or loss.

Inventories are measured at the lower of cost and net realizable value. The cost of inventoriesof raw materials, spare parts and supplies are based on the weighted average principle or the
first-in-first-out method, and includes expenditure incurred in acquiring the inventories andbringing them to their existing location and condition. In case of manufactured inventories
and work in progress, cost includes an appropriate share of production overheads based on
normal operating capacity. Net realizable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and selling expenses.

Goodwill on acquisition of entities that qualify as subsidiaries is presented under ‘Goodwill
and intangible assets’. Goodwill on acquisitions of entities that qualify as associates or joint
ventures is included in ‘Equity-accounted investees’. Goodwill on acquisition of subsidiaries
is allocated to cash-generating units for the purpose of impairment testing. The allocation ismade to those cash-generating units or group of units that are expected to benefit from thebusiness combination through which the goodwill arose, based on past experience.
Goodwill is initially measured at cost. After initial recognition, goodwill is measured at costless any impairment losses. Goodwill is tested annually for impairment; an impairment loss isrecognized for the amount by which the cash-generating unit’s carrying amount exceeds its
recoverable amount. The recoverable amount of the cash-generating unit is determined by
the higher of its fair value less cost to sell and its value in use. Impairment losses on goodwill
are not reversed. Gains or losses on the disposal of an entity include the carrying amount of
goodwill related to the entity sold. All other expenditures on internally generated goodwill andother intangible assets is recognized in profit or loss as incurred.

Other intangible assets
Other intangible assets with a finite useful life (licenses, customer relations, trade names,
software and other rights that are acquired separately or through business combinations) areamortized on a straightline basis in profit or loss over their estimated useful lives taking into
account any residual value and impairment losses, from the date that they are available for3.11 Impairment of non-financial assets
Non-financial assets that have an indefinite useful life, for example goodwill, are not subject
to amortization but are tested annually for impairment or more frequently when indicators
arise. Assets with a finite useful life are subject to depreciation or amortization and arereviewed at each reporting date to determine whether there is an indication of impairment. If
any such indication exists, then the assets’ recoverable amount is estimated. An impairment
loss is recognized for the amount by which the assets’ carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costsof disposal and its value in use. The value in use is the present value of the future cash flows
expected to be derived from an asset or cash-generating unit by continued use.
For the purpose of assessing impairment, assets are grouped based on the lowest level forwhich there are separately identifiable cash flows (cash-generating units). Impairment losses
are recognized in profit or loss. They are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in
the CGU on a pro-rata basis. Non-financial assets, which are impaired, are tested periodicallyto determine whether the recoverable amount has increased and the impairment be (partially)
reversed. Impairment losses on goodwill are not reversed.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.11 Impairment of non-financial assets continued

Donation provision

For other assets, an impairment loss is reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would have been determined, netof depreciation or amortization, if no impairment loss had been recognized. Reversal of
impairments is only permitted if in a subsequent period after an impairment loss has beenrecognized, the amount of the impairment loss decreases and the decrease can be related
objectively to an event after the impairment loss was recognized.

The donation provision is recognized as a constructive obligation, the amount isundiscounted as the Group expects settlement within 12 months, as such the provision isclassified as current.

3.12 Provisions
Provisions are recognized when a present legal or constructive obligation based on past
events exists, and it is probable that an outflow of economic benefits is required to settle
the obligation. If the outflow is probable, but cannot be determined reliably, the obligation
is disclosed. The non-current part of provisions is determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market assessments of the time valueof money and the risks specific to the liability. The unwinding of the discount is recognized as
finance cost.

Asset retirement obligations
The Group recognizes a provision if the Group has an obligation to restore a leased asset
in its original condition at the end of its lease term and in case of legal requirements withrespect to cleanup of contamination of land, and a reliable estimate can be made. Based on
the land lease of their production facilities, some entities have the obligation to restore theirsite upon decommissioning.
The Group has not recorded a liability for this conditional asset retirement obligation, as it
does not believe there is currently a reasonable basis for estimating a date or range of datesof cessation of the operations, which is necessary to estimate the fair value of this liability.

Onerous contracts
Onerous contracts are contracts for which the unavoidable costs of meeting the obligations
under the contract exceed the economic benefits expected to be received under it. A
provision for onerous contracts is measured at the present value of the lower of the expected
cost of terminating the contract and the expected net cost of continuing with the contract,which is determined based on both the incremental costs necessary to fulfil the obligation
under the contract and an allocation of other costs that relate directly to fulfilling that
contract. Before a provision is established, the Group recognises any impairment loss on
the assets associated with that contract.

3.13 Revenue from contracts with customers
Revenues are recognized to depict the transfer of goods or services to customers in theordinary course of the Group’s activities, in the amounts that reflect the considerations towhich the Group expects to be entitled in exchange for those goods or services. Revenue isrecognized when the Group satisfies the performance obligations by transferring promised
goods or services to customers. The main performance obligation of the Group is the transferof the Group’s fertilizer and chemical products to customers. Revenue from the sale offertilizer and chemical products are the two main revenue streams of the Group.
Goods are transferred when the customer obtains control of the asset. The timing of whencontrol transfers depends on the sales and shipping terms agreed. Depending on its natureand the agreed sales terms, a performance obligation is either satisfied at certain point intime or over a certain period of time.

Claims and contingencies
The Group is subject to legal and regulatory proceedings in various jurisdictions. Suchproceedings may result in criminal or civil sanctions, penalties or disgorgements against
the Company. If it is probable that an obligation to the Group exists, which will result in an
outflow of resources and the amount of the outflow can be reliably estimated, a provision
is recognized.

Revenue is recognized net of expected discounts and rebates to customers. Accumulated
experience and management judgement is used to estimate and provide for the discounts
and rebates and revenue is only recognized to the extent that it is highly probably that asignificant reversal will not occur. The Group does not have any contracts where the periodof time between the transfer of the promised goods or services to the customer and payment
by the customer exceeds one year. Consequently, no adjustment is made to transaction
prices for the time value of money.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.14 Government grants

3.15 Lease accounting

Government grants that compensate the Group for expenses incurred are recognized in profit
or loss as ‘Other income’ on a systematic basis in the periods in which the expenses arerecognized. When the grant relates to an asset, it is recognized at the nominal amount of the
grant and subsequently recognized as income in equal amounts over the expected useful lifeof the related asset, if applicable.

Whether an arrangement is, or contains a lease is assessed at the commencement date of
the lease. In general, an arrangement is considered to be or to contain a lease when all of thefollowing apply:

Other government grants are recognized initially as deferred income at fair value when
there is reasonable assurance that they will be received and the Group will comply withthe conditions associated with the grant, and are then recognized in profit or loss as ‘Other
income’ on a systematic basis over the useful life of the asset.

European Emission Allowances
The Group receives European Emission Allowances (“EUAs”) as a result of its industrial
activities in the Netherlands. The EUAs are granted annually in advance by the Dutch
Emission Authority. The amount of EUAs granted is based on an estimate of CO2 emissions in
the Netherlands and the effective European emission legislation. In arrears, the Group mustrefund allowances to the Dutch Emission Authority based on actual CO2 emissions during
the year. In December 2022, the European Parliament (“EP”) and the Council reached aprovisional agreement on the reform of the EU Emissions Trading System (“ETS”) as a resultof which the free allocation of allowances within the EU ETS will be phased out gradually.
The grant of these allowances is within the scope of IAS 20 Government Grants. EUAs areaccounted for slightly different than the above accounting policy. Upon initial recognition, the
EUA’s are recognized as inventory at the nominal amount of the grant (nil). Concurrently, aliability is recognized for the obligation to refund the allowances for CO2 emissions during thecompliance period. When no excess or deficit is identified, no liability is recognized as theGroup has sufficient EUAs to settle the liability.
The excess or deficit is calculated and recorded separately for each production facility. If a
deficit in EUAs is identified, the Group has to purchase additional EUAs on the commodity
markets to settle its liability to the Dutch Emission Authority. Purchased EUAs are recognizedat cost and classified as inventory. The cost of the purchased EUAs to settle the liability foremission allowances during any given compliance period are recognized in cost of sales.

-

There is an identified asset;-

OCI obtains substantially all economic benefits from the use of the asset; and-OCI can direct the use of the identified asset.

Lease obligations are recognized based on the present value of the future minimum
lease payments.
Right-of-use assets are valued equal to the lease liabilities. As leases do not easily provide
for an implicit rate, OCI uses the incremental borrowing rate. The lease terms may include
options to extend or terminate the lease when it is reasonably certain that we will exercisethat option.
For leases, each lease payment is allocated between the liability and finance cost. The
finance cost is charged to the consolidated statement of profit or loss over the term of thelease so as to produce a constant periodic rate of interest on the remaining balance of theliability for each period. The right-of-use asset is depreciated over the shorter of the asset’s
useful life and the lease term on a straight-line basis.
OCI has lease agreements with lease and non-lease components, which are generally
accounted for as a single lease component. For assets in the class leases of offices andbuildings, we account for the lease and non-lease components separately. For these types ofleases the allocation of the consideration between lease and non-lease components is basedon the relative stand-alone prices of lease components included in the lease arrangements.
Leases are presented as ‘Right-of-use assets’ and ‘Lease obligations’. Short term leases(less than 12 months) or low value leases (less than USD 5,000) are expensed through thestatement of profit or loss as incurred.

EUAs in excess of the liability to the Dutch Emission Authority that are controlled by OCI canbe sold for the benefit of the Group. Sales of EUAs in excess of the liability for emission
allowances during any given compliance period are recognized in cost of sales.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.16 Finance income and cost

3.17 Employee benefits

Finance income comprises:-

Interest income on funds invested (including on financial assets at fair value through othercomprehensive income);-

Gains on the disposal of financial assets at fair value through othercomprehensive income;-

Dividend income (excluding dividend from equity-accounted investees and subsidiaries);-

Fair value gains on financial assets at fair value through profit or loss; and-Gains on hedging instruments related to foreign currency and interest rate derivatives thatare recognized in profit or loss and reclassifications of amounts previously recognized inother comprehensive income.

Interest income is recognized as it accrues in profit or loss, using the effective interest
method. Dividend income is recognized in profit or loss on the date that the Group’s rightto receive payment is established, which in the case of quoted securities is normally the
ex-dividend date.
Finance cost comprises:-

Interest expense on borrowings;-

Unwinding of the discount on provisions and contingent consideration;-

Interest expense related to lease obligations;-

Losses on disposal of financial assets at fair value through other comprehensive income;-Fair value losses on financial assets at fair value through profit or loss;-

Loss on hedging instruments related to foreign currency and interest rate derivatives thatare recognized in profit or loss and reclassifications of amounts previously recognized inother comprehensive income; and-Impairment losses recognized on financial assets (other than trade receivables).

Defined contribution plan
Certain Group subsidiaries provide pension plans, end of service remuneration plans andlong-term service benefits. These pension plans qualify as defined contribution plans.
Obligations for contributions to defined contribution plans are expensed as the related
service is provided. Prepaid contributions are recognized as an asset to the extent that acash refund or a reduction in future payments is available.

Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability
is recognized for the amount expected to be paid if the Group has a present legal orconstructive obligation to pay this amount as a result of past service provided by theemployee and the obligation can be estimated reliably.

Long-term employee benefits
The Group long-term employee benefits are recognized if the Group has a present legal
or constructive obligation to pay this amount as a result of past service provided by theemployee and the obligation can be estimated reliably to determine its present value. The
discount rate is the yield at the balance sheet date on triple-A (‘AAA’) credit rated bonds thathave maturity dates approximating to the terms of the Group’s obligations. Re-measurements
are recognized in profit or loss in the period in which they arise.

Termination benefits
Employee termination benefits are payable when employment is terminated before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange forthese benefits. OCI recognizes termination benefits when OCI is demonstrably committed toeither terminating the employment of current employees according to a detailed formal plan
without possibility of withdrawal, or when OCI is providing termination benefits as a result of
an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months
after balance sheet date are discounted to present value.

Borrowing costs that are not directly attributable to the acquisition, construction or
production of a qualifying asset are recognized in profit or loss and expensed as incurred.
Foreign currency gains and losses are recognized on a net basis as either finance income
or finance cost depending on whether foreign currency movements are in a net gain or net
loss position.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.17 Employee benefits continued
Equity settled share-based payments
Certain employees (including senior executives) of the Group receive remuneration in theform of share-based payments, whereby employees render services as consideration forequity instruments.
The grant date fair value of equity-settled share-based payment awards granted to
employees is recognized as an employee expense, with a corresponding increase in equity,
over the period (the vesting period) that the employees render service and becomes
unconditionally entitled to the awards.
The amount recognized as an expense is adjusted to reflect the number of awards for which
the related service and non-market performance conditions are expected to be met, suchthat the amount ultimately recognized as an expense is based on the number of awards thatmeet the related service and non-market performance conditions at the vesting date. At eachreporting date, the progress of non-market conditions is measured and the expenses arerecorded accordingly with true-ups recorded.

3.18 Income tax
Current tax is the expected tax payable or receivable on the taxable income or loss forthe year, using tax rates enacted or substantively enacted at the reporting date, and any
adjustment to tax payable or receivable in respect of previous years. The amount of current
tax payable or receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes, if any. Current tax also includes
any tax arising from the declaration of dividends. Current income tax receivable and payable
are offset when there is a legally enforceable right to offset and when the current income tax
relates to the same fiscal authority.
Deferred tax liabilities are recognized for all taxable temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements (‘balance sheet’ method). Deferred tax assets are recognized for all deductible
temporary differences, unused carry forward losses and unused carry forward tax credits,
to the extent that it is probable that future taxable profit will be available against which
the deferred income tax assets can be utilized. Deferred tax assets are reviewed at eachreporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realised; such reductions are reversed when the probability of future taxable
profits improves.

Deferred income tax is not recognized if it arises from initial recognition of an asset or liability
in a transaction that is not a business combination and at the time of the transaction affects
neither accounting nor taxable profit or loss. Also, no deferred income tax is recognized
regarding the initial recognition of goodwill and regarding investments in subsidiaries,
associates and joint arrangements to the extent that the Group is able to control the timing of
the reversal of the temporary differences and it is probable that they will not reverse in theforeseeable future.
Deferred income tax is measured at the tax rates that are expected to apply to the period
when the asset is realized or the liability is settled, based on tax rates (and tax laws)that have been enacted or substantively enacted at the balance sheet date, and reflects
uncertainty related to income taxes, if any.
Deferred income tax assets and liabilities are offset when there is a legally enforceable rightto offset current tax assets against current tax liabilities and when the deferred income tax
relates to the same fiscal authority.
In cases where it is concluded it is not probable that tax authorities will accept a tax
treatment, the effect of the uncertainty is reflected in the recognition and measurementof tax assets and liabilities or, alternatively, a provision is made for the amount that is
expected to be settled, where this can be reasonably estimated. This assessment relies on
estimates and assumptions and may involve a series of judgments about future events. New
information may become available that causes the company to change its judgment regarding
the adequacy of existing tax assets and liabilities. Such changes to tax assets and liabilities
will impact the income tax expense in the period during which such a determination is made.

3.19 Segment reporting
An operating segment is a component of an entity that engages in business activities forwhich it may earn revenues and incur expenses (including revenues and expenses relating totransactions with other components of the same entity), whose operating results are regularly
reviewed by the entity’s Chief Operating Decision Maker (‘CODM’) to make decisions about
resource allocation to the segment and to assess its performance and for which discrete
financial information is available. The Group determines and presents operating segments on
the basis of information that internally is provided to the CODM during the period. Operating
segments are grouped into reporting segments based on similar economic environments andsimilar products.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
3.20 Consolidated statement of cash flows
The consolidated statement of cash flows has been prepared using the ‘indirect’ method.
Cash flows in foreign currencies have been translated applying average exchange rates.
Currency translation differences on cash are shown separately in the consolidated statementof cash flows. Cash flows from investing activities consist mostly of investments anddivestments in property, plant and equipment, intangible assets, and acquisitions insofar
as these are paid for in cash. Acquisitions or disposals of subsidiaries are presented asacquisition of subsidiary, net of cash. Cash flows relating to capitalized borrowing cost arepresented as cash flows from operating activities. Cash flows from financing activities consistof aquisition or divestment of non-controlling interests and settlement of derivatives, with the
exception of interest rate derivatives which are presented as cash flows used in operating
activities. Cash flows from discontinued operations / assets held for demerger are presented
separately from the cash flows from continuing operations.
The presentation of withholding tax paid on subsidiary dividends changed from cash flows
used in financing activities to cash flows used in operating activities in 2022. Withholding
tax paid on subsidiary dividends in 2021 amounts to USD 10.6 million and is presented individends paid to non-controlling interests.

3.21 Earnings per share
Earnings per ordinary share are calculated by dividing the profit or loss (net) attributable toholders of ordinary shares by the weighted average number of ordinary shares outstanding
during the year. In making this calculation the (ordinary) treasury shares are deducted fromthe number of ordinary shares outstanding. The calculation of the diluted earnings per shareis based on the weighted average number of ordinary shares outstanding plus the potential
increase as a result of the conversion of convertible bonds and the settlement of sharebased compensation plans (share option plans). Anti-dilutive effects are not included in thecalculation. An adjustment is made to profit or loss (net) to eliminate interest charges, whilst
allowing for effect of taxation. Regarding equity-settled share option plans it is assumed
that all outstanding plans will vest. The potential increase arising from share option plans isbased on a calculation of the value of the options outstanding. This is the number of options
multiplied by the exercise price, divided by the average share price during the financial year.
This potential increase is only applied if the option has intrinsic value.

4. New accounting standards and policies
On a regular basis, the IASB issues new accounting standards, amendments and revisions
to existing standards and interpretations. These new accounting standards, amendments
and revisions to existing standards and interpretations are subject to endorsement by theEuropean Union.

4.1 Standards, amendments, revisions and interpretations that became
effective to OCI during 2022
The Group has applied the following amendments that became effective during 2022:

Amendments to IAS 37 - Onerous Contracts
On 14 May 2020, the IASB issued 'Onerous Contracts — Cost of Fulfilling a Contract(Amendments to IAS 37)' amending the standard regarding costs a company should include
as the cost of fulfilling a contract when assessing whether a contract is onerous. The
amendments are effective for annual reporting periods beginning on or after 1 January 2022.
The changes specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate
directly to the contract’. Costs that relate directly to a contract can either be incremental
costs of fulfilling that contract (examples would be direct labour, materials) or an allocationof other costs that relate directly to fulfilling contracts (an example would be the allocationof the depreciation charge for an item of property, plant and equipment used in fulfillingthe contract).
The Group applies the amendments to contracts for which it has not yet fulfilled all its
obligations at the beginning of the annual reporting period in which the amendments are
effective. Comparatives are not restated.

Interest rate benchmark reform
A fundamental reform of major interest rate benchmarks has been undertaken globally,
including the replacement of some interbank offered rates (IBOR), with alternative nearlyrisk-free rates. The Group’s main IBOR exposure at the reporting date is USD LIBOR on
its loans. The alternative reference rate for LIBOR is the Secured Overnight Financing Rate
(SOFR). The USD LIBOR will cease as per 30 June 2023. Reference is made to note 6.3.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
4.2 Standards, amendments, revisions and interpretations not yet effective
to OCIIFRS standards and interpretations thereof not yet in force which may apply to the futureGroup’s consolidated financial statements are being assessed for their potential impact. The
following new and amended standards are not expected to have a significant impact on theGroup’s consolidated financial statements.
-

Deferred Tax related to Assets and Liabilities arising from a Single Transaction(Amendments to IAS 12)-Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)-

IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts-

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)-

Definition of Accounting Estimates (Amendments to IAS 8)

5. Critical accounting judgment, estimates and assumptions
The preparation of the financial statements in compliance with IFRS requires management
to make judgments, estimates and assumptions that affect amounts reported in the
consolidated financial statements. The estimates and assumptions are based on experienceand various other factors that are believed to be reasonable under the circumstances andare used to judge the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and underlying assumptions are reviewed on an ongoingbasis. Revisions to accounting estimates are recognized in the period in which the estimate
is revised or in the revision period and future periods, if the changed estimates affect bothcurrent and future periods.
The most critical accounting policies, involving a higher degree of judgment and complexity
in applying these principles and for which changes in the assumptions and estimates could
result in significantly different results than those recorded in the financial statements, arethe following:

Goodwill and other intangible assets
Intangible assets with finite useful lives are carried at cost less cumulative amortization andany impairment. Amortization is calculated using the ‘straight-line’ method based on theestimated useful lives. Management makes estimates regarding the useful lives and residual
values and assumes that amortization takes place on a ‘straight-line’ basis. The assets’ useful
lives are reviewed, and adjusted if appropriate, at each balance sheet date.

For intangible assets with finite useful lives, OCI assesses annually or more frequently
whether indicators exist that suggest the intangible asset might be impaired by comparing
the recoverable amounts with their carrying amounts. In determining the recoverable
amounts of intangible assets, OCI makes estimates and assumptions about future cash flows
based on the value in use. In doing so, OCI also makes assumptions and estimates regarding
the discount rates in order to calculate the net present value of the future cash flows. OCI
tests at least annually whether goodwill is impaired by comparing the recoverable amounts ofcash-generating units with their carrying amounts.
The recoverable amount is the higher of the fair value less cost of disposal and the value
in use. In determining the recoverable amount, OCI makes estimates and assumptions
concerning future revenues, future costs, future working capital, future investments,
Weighted Average Cost of Capital (‘WACC’) and future inflation rates.

Property, plant and equipment
Depreciation is calculated using the ‘straight-line’ method based on the estimated useful lives,
taking into account any residual values. Management makes estimates regarding the useful
lives and residual values and assumes that depreciation takes place on a ‘straight-line’ basis.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at eachbalance sheet date. OCI assesses annually, or more frequently, whether indicators exist thatsuggest that an item of property, plant and equipment might be impaired by comparing therecoverable amounts with their carrying amounts.
In the useful life reassessment and in assessing for impairment indicators OCI also considers
the impact of its ESG targets and of relevant transition and physical climate risks, if identified
for a specific country or region. Transition risks are risks associated with transitioning
to a lower-carbon economy and are primarily related to cost of climate impacts, newtechnologies, market developments and climate litigations. Physical risks are risks that arise
from the physical effects of climate change.
In determining the recoverable amounts of property, plant and equipment, OCI makes
estimates and assumptions about future cash flows based on the value in use. The discountrate to be used in order to calculate the net present value of the future cash flows in the
impairment analysis is based on the WACC.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
5. Critical accounting judgment, estimates and assumptions
continued

Financial instruments
The fair value of financial instruments traded in active markets (financial instruments inthe fair value hierarchy level 1) is based on quoted market prices at the balance sheet
date. The fair value of financial instruments not traded in an active market with observable
market prices (financial instruments in the fair value hierarchy level 2) is determined using
generally accepted valuation techniques. These valuation techniques include estimates andassumptions about forward rates, discount rates based on a single interest rate, or on ayield-curve based on market conditions existing at the balance sheet date.
The fair value of borrowings and interest rate swaps is calculated based on the present valueof the estimated future cash flows based on the yield-curve applicable at the balance sheet
date. If the financial instrument contains a floating interest rate, the future expected interest
rates are determined based on forward rates. The fair value of forward foreign exchange
contracts is determined using quoted forward exchange rates at the balance sheet date. Gas
price option and gas swap contracts are valued using applicable market yield curves.
All inputs for the fair value calculations represent observable market data that are obtained
from external sources that are deemed to be independent and reliable. The net carrying
amount of trade receivables and trade payables is assumed to approximate the fair value dueto the short-term nature. The fair value of financial instruments with no observable market
prices (financial instruments in the fair value hierarchy level 3) is based on assumptions thatmarket participants would use when pricing these assets or liability, including assumptions
about risk. Assumptions about risk include the risk inherent in a particular valuation
technique used to measure fair value (such as a pricing model) and the risk inherent in
the inputs to the valuation technique, including a risk adjustment when there is significant
measurement uncertainty.
The fair value of non-current financial liabilities is estimated by discounting the future cash
flows using original effective yield-curves. Unlisted equity securities in the financial assets
at fair value through other comprehensive income category (financial instruments in the fairvalue hierarchy level 3) are measured at cost less impairments. A significant and prolonged
decline in the fair value of a financial asset at fair value through other comprehensive income
below its acquisition cost is considered as an indicator that the financial asset at fair value
through other comprehensive income is impaired.

If any such evidence exists for a financial asset at fair value through other comprehensive
income, the cumulative losses previously recognized in other comprehensive income isrecognized in the profit or loss – measured as the difference between the acquisition
cost and the current fair value, less any impairment loss on that financial asset previously
recognized in profit or loss – is removed from other comprehensive income and recognized in
profit or loss.

Impairment financial instruments (including trade receivables)
Objective evidence may exist in circumstances in which a counterparty has been placed inbankruptcy, or has failed on the repayments of principal and interest. In other circumstances
OCI uses judgment to determine whether financial assets may be impaired. OCI uses
judgment to determine whether an impairment can be reversed, an assumption in doing so
might be an improvement in the debtor’s credit rating or receipt of payments due. For listed
equity securities in the financial assets at fair value through other comprehensive income
category, the Group uses the assumption that if the market value declined by more than 25
percent and more than 6 months, the asset is assumed to be impaired.
For unlisted equity securities in the financial assets at fair value through other comprehensive
income category, an impairment test is performed if objective evidence becomes available to
the Group that the asset might be impaired. For debt-securities, an impairment trigger exists
when the counterpart fails to meet its contractual payment obligations or there is evidence
that the counterpart has encountered financial difficulties. The impairment is determinedbased on the carrying amount and the recoverable amount. The recoverable amount isdetermined as the present value of estimated future cash flows using the original effective
interest rate.

Inventories
In determining the net realizable value of inventories, OCI estimates the selling prices
in the ordinary course of business, cost of completion and cost to sell. In doing so,
OCI makes estimates and assumptions based on current market prices, historical usageof various product categories versus current inventory levels and specific identified
obsolescence risks (e.g. end of life of specific goods and spare parts and the impact of newenvironmental legislation).

Provisions
Recognition of provisions include significant estimates, assumptions and judgments. IFRS
requires only those provisions to be recognized if there is an expected outflow of resources
and if the cost of these outflows can be estimated reliably.

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AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
5. Critical accounting judgment, estimates and assumptions
continued
Accordingly, management exercises considerable judgment in determining whether it is more
likely than not that there is a present obligation as a result of a past event at the end of
the reporting period, whether it is probable that such a proceeding will result in an outflow
of resources and whether the amount of the obligation can be reliably estimated. These
judgments are subject to change as new information becomes available.
The required amount of a provision may change in the future due to new developments in thematter. Revisions to estimates may significantly impact future profit or loss. Upon resolution,
the Group may incur charges in excess of the recorded provisions for such matters.
Provisions for asset retirement obligations, represent estimated costs of decommissioning.
Due to the long time period over which future cash outflows are expected to occur, including
the respective interest accretion, assumptions are required to be made. Amongst others, theestimated cash outflows could alter significantly if, and when, political developments affectfuture laws and regulation with respect to asset retirements. The Group has not recognized
any asset retirement obligations because a reliable estimate of the amount of the obligations
cannot be made.
With respect to legal cases, the Group has to estimate the outcome. Regulatory and legal
proceedings as well as government investigations often involve complex legal issues and are
subject to substantial uncertainties. The Company periodically reviews the status of theseproceedings with both the internal and external legal counsels.

This is based on estimates of taxable future income by jurisdiction in which OCI operates andthe period over which deferred tax assets are expected to be recoverable. In the event that
actual results or new estimates differ from previous estimates and depending on the possible
tax strategies that may be implemented, changes to the recognition of deferred tax assets
could be required, which could impact the financial position and profit or loss.

Leases
The assessment of whether a contract is or contains a lease requires judgment with respect
to whether the lessor has substantive substitution rights, who obtains economic benefits
from use of the asset and who takes the ‘how and for what purpose’ decisions during theperiod of use. Judgment is also applied in order to assess whether the entity will exercise
any extension or cancelation options of a lease. The group applies judgments in order todetermine the incremental borrowing rate in order to calculate the lease liabilities.

Control assessment subsidiaries
Subsidiaries that OCI controls are fully consolidated from the date that control commences
until the date that control ceases. To determine whether OCI has control over its subsidiaries,
an assessment of control is required. This assessment is based on the requirements of
IFRS 10 and evaluates whether OCI is exposed or has rights to variable returns from its
involvement with the investee and whether OCI has the ability to affect those returns throughits control over the investee, generally accompanying a shareholding of more than half ofthe shares issued and related voting power. In certain circumstances, the control assessment
may require OCI to evaluate the effect of ownership structures, determination of relevant
activities and other arrangements including the rights of other shareholders that could havean impact on the assessment of control, this specifically relates to control assessment of
Fertiglobe and Sorfert. The significance of this evaluation is inversely correlated with OCI’s
shareholding in the subsidiary as shown in note 17 Non-controlling interests.

Income taxes
OCI is subject to income taxes in several jurisdictions. Estimates are required in determining
the groupwide provision for income taxes. There are some transactions and calculations
for which the ultimate tax position is uncertain during the ordinary course of business. The
Group recognizes provisions for anticipated tax audit issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different fromamounts that were initially recorded, such differences will impact the current income tax anddeferred tax provisions in the period in which such determination is made. OCI recognizes
deferred tax assets to the extent that it is probable that future taxable profits will be available
for the deferred tax asset to be recovered.

Control over investees
In determining whether OCI shall consolidate certain investments in joint arrangements, OCI
makes assumptions about whether certain decision rights are substantive or protective innature. In doing so, OCI applies judgment regarding shareholder agreements it has with thoseother investees. If OCI determines it holds the majority of the substantive decision rights, it
assumes that it holds power over the investee. OCI also makes assumptions whether it is
exposed to variable returns and whether these are linked to the power OCI holds. The linkage
is tested by making assumptions whether OCI might be acting as a principal rather than anagent. If OCI meets all three criteria, OCI assumes it controls the investee.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
5. Critical accounting judgment, estimates and assumptions
continued

Liquidity risk
As part of the preparation of the financial statements, the Company has assessed its
liquidity risk and going concern. Liquidity risk is the risk that the Group may encounter
difficulty in meeting the obligations associated with its financial liabilities that are settled bydelivering cash or another financial asset. The Company has made a number of assumptionsin assessing its ability to meet its covenant requirements and satisfy obligations as they
become due. Determining these assumptions requires significant judgment about future
results and cash flows. Key assumptions include product pricing, gas pricing, utilization rates
and the ability to arrange financing and obtain waivers for potential covenant breaches.

CO2 emissions
The Company periodically reviews its obligations with respect to CO2 emission under the
ETS program. The estimation of CO2 emissions is primarily based on the expected utilizationof the production capacity for the remaining part of the compliance period. The estimationof the utilization of the production capacity is dependent on a number of assumptions with
inherent uncertainty making it a critical accounting estimate. The identification of the numberof excess EUAs is dependent on this estimate.

Financial implications of climate change
OCI faces significant risks and opportunities as a result of climate change and governmental
actions to reduce greenhouse gas (GHG) emissions and create low-carbon and climateresilient economies. Refer to section 5 Climate change risks and opportunities and Strategicrisks for a description of these risks and opportunities. These risks and opportunities areintegrated in the Group’s risk management and strategy development processes, resulting ina decarbonization strategy. Accordingly this is also embedded in OCI’s governance structure
e.g. by way of the mandate of the HSE & Sustainability Committee. OCI’s decarbonization
strategy includes a commitment to 20% greenhouse gas intensity reduction by 2030
compared to 2019 and carbon neutrality by 2050.
In 2022 OCI has continued to assess global climate related risks and opportunities relevant
for its business and continues to embed climate risks and opportunities into all relevant key
business processes such as business planning, business performance reviews and capitalvalue processes. Risk mitigating actions and new business opportunities are being targeted
and developed. The risks of climate change for OCI’s financial performance can be classified
as physical risks or transition risks.

Physical risks caused by rising global temperatures include extreme weather events(hurricanes, floods), changing weather patterns, increased water stress, and rising sea levels.
These events and changes can impact our supply chain, disrupt planting cycles and growing
conditions, and impede farmers’ ability to apply crop nutrients. Transition risks associatedwith transitioning to a lower-carbon economy are primarily related to (i) changes in carbonlinked regulations and policies, such as the ETS system, the proposed European carbon
border adjustment mechanism, and other potential carbon taxation mechanisms, (ii) costs
associated with transitioning to lower emissions technology and resource efficiency, and (iii)
dietary shifts to more plant-based nutrition. Both types of risks can affect OCI in a multitudeof ways.
As of year end 2022, the main key transitional risks identified in the time frame before
2030 relates to proposed climate change related regulations at both the international andnational levels, such as the European Union’s proposed carbon dioxide reduction targets, theproposed carbon border adjustment mechanism and the potential EU restrictions on nitrogen
fertilizer application. The main physical risks identified refer to the impact to operations andthe value chain by climate change in terms of more extreme weather conditions and natural
disasters. Climate risks may result in material adjustments to the carrying amounts of assets
and liabilities as a result of, among other things, future re-assessment of useful lives oftangible or intangible assets, changed assumptions used as basis for impairment testing ofsuch assets, changes to environmental and decommission provisions, and changes to cost ofcapital. Significant judgment may be needed to estimate such adjustments.
As of year end 2022, any current and future financial impact to OCI of climate risks andopportunities are highly uncertain. OCI expects potential effects on margins due to higher
emission costs as well as higher capital expenditure to reduce the impact of climate change.
These factors have been taken into account in the impairment testing of major tangible
assets (plants) and intangible assets, including goodwill. However, such effects are currently
assessed as limited due to replacement of assets with greener alternatives mostly after theuseful lives ended and has not led to impairments in 2022 nor to significant adjustment touseful lives of such assets. Consequently, OCI has not identified significant assets which may
be of reduced or no value as of year end 2022 as a result of climate risk (“stranded assets”).
Information on decommission provisions are provided in note 28 Contingencies.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
6. Financial risk and capital management
The Group has exposure to credit, liquidity and market risks from financial instruments. Theserisks arise from exposures that occur in the normal course of business and are managed ona consolidated company basis. This note presents information about the Group’s exposure
to each of the above risks, the Group’s objectives, policies and processes for measuring andmanaging these risks, additionally it also includes the Group’s management of capital.

Risk management framework
The Board of Directors has oversight responsibility on the establishment and monitoring of
the Group’s risk management framework. Senior (local) management is responsible for theeffective operation of the internal risk management and control systems. The Audit andRisk department is responsible for the facilitation and supervision of the Risk Management
function, compliance with OCI Internal Control Framework and supports the Board of
Directors in the exercise of their aforementioned risk management duties.
The Group’s risk management policies and practices are established to identify andanalyze the risks faced by the Group, to set appropriate risk limits and controls, and tomonitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s business activities. The
Group, through its training and management standards and procedures, aims to develop a
disciplined and constructive control environment in which all employees understand theirroles and responsibilities.
The Audit Committee oversees how management monitors compliance with the Group’s risk
management policies and procedures, and reviews the adequacy of the risk management
framework in relation to the risks faced by the Group. The Audit Committee is assisted in its
oversight role by the Audit and Risk Department. The Audit and Risk Department undertakes
both regular and ad hoc reviews of risk management controls and procedures, the results ofwhich are reported to the Audit Committee.

6.1 Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s
receivables from customers and investments in debt securities. The Company mitigates the
exposure to credit risk on outstanding cash balances by placing funds at multiple financial
institutions with a sufficient credit rating.

The Group’s exposure to customer credit risk is monitored and mitigated by performing
credit checks before selling any goods. No collateral is received. The Group establishes
an allowance, if needed, for impairment that represents its estimate of expected losses inrespect of trade and other receivables.
The main components of this allowance are a specific loss component that relates toindividually significant exposures, and a collective loss component established for groupsof similar assets in respect of losses that are expected based on historical performance. IFRS
9 establishes a three-stage impairment model, based on whether there has been a significant
increase in the credit risk of a financial asset since its initial recognition. As at 31 December
2022, management assessed any significant increase in credit risk based on internal andexternal factors related to the financial instruments and concluded no such significant credit
risk was present. Hence, no allowance related to credit risk has been recognized.
As of September 2018, the Group entered into a securitization agreement to sell certain tradereceivables to an external financial institution. The agreement permits securitization of tradereceivables up to EUR 400.0 million (USD 428.4 million). As per 31 December 2022 an amountof EUR 257.1 million (USD 270.0 million) of trade receivables were transferred.
With respect to transactions with financial institutions, the Group sets a minimum credit
rating for the counterparties. The maximum exposure to credit risk is the carrying amount offinancial instruments, for an overview reference is made to the tables financial instruments
by category. There is no significant concentration by counterparty of credit risk in tradeand other receivables or financial assets at fair value through other comprehensive income.
Concentrations of receivables by region can be seen in the table below.
The maximum exposure to credit risk at the reporting date is as follows:$ millions

Note

2022

2021

Trade and other receivables

(9)

881.9

885.2

Financial assets at fair value through othercomprehensive income

(11)

18.8

19.2

Cash and cash equivalents(14)

1,717.0

1,580.3

2,617.7

2,484.7

Total

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
6.1 Credit risk continued
The maximum exposure to credit risk for trade and other receivables by geographic region is
as follows:

31 December 2022
$ millions

Note

Carrying
amountContractual
cash flowLess than
1 year

Between 1
and 5 years

More than
5 years

Loans and borrowings(18)

2,875.7

3,863.7371.1

2,010.0

1,482.6

Financial liabilities$ millions

2022

2021

Lease obligations

(19)

276.1

515.2

50.0

101.0

364.2

Middle East and Africa

138.4

175.0

Trade and other payables(20)

1,257.0

1,257.0

1,167.0

87.2

2.8

Asia and Oceania

171.5

216.4

Derivatives

(20)

141.4

142.1

82.4

59.7

-

Europe

382.0

301.4

Americas

190.0

192.4

4,550.2

5,778.0

1,670.5

2,257.9

1,849.6

Total

881.9

885.2

Note

Carrying
amountContractual
cash flowLess than
1 year

Between 1
and 5 years

More than
5 years

Loans and borrowings(18)

3,800.8

4,311.1

597.6

3,112.6

600.9

Lease obligations

(19)

277.2

484.9

35.7

86.0

363.2

Trade and other payables(20)

1,368.4

1,368.4

1,345.5

22.5

0.4

Derivatives

(20)

12.8

12.8

12.0

0.8

-

5,459.2

6,177.2

1,990.8

3,221.9

964.5

The maximum exposure to credit risk for cash and cash equivalents by geographic region is
as follows:$ millions

2022

2021

1,442.0

899.1

Europe

193.1

462.2

Americas

81.9

219.0

1,717.0

1,580.3

Middle East and Africa

Total

6.2 Liquidity risk
6.2.1 General
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset. The following are the contractual maturities of financial liabilities, including estimatedinterest payments and excluding the impact of netting agreements:

Total

31 December 2021
$ millions
Financial liabilities

Total

The interest on floating rate loans and borrowings is based on forward interest rates atperiod-end. This interest rate may change as the market interest rate changes. The future
obligations will be managed by the future incoming cash from operations, currently available
non-restricted cash and cash equivalents of USD 1,692.2 million (2021: USD 1,439.5 million)
and unused amounts on credit facility agreements in the amount of USD 1,750.0 million (2021:
USD 800.0 million), reference is made to note ' Undrawn bank facilities'.
The Group’s approach to managing liquidity risk is to ensure that it will always have sufficientliquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation. This is also
safeguarded by using multiple financial institutions in order to mitigate any concentrationof liquidity risk. The Group’s financing strategy is to secure external financing primarily at OCI
N.V. and Fertiglobe plc with debt at an operating company level only if there is a compelling
economic rationale. OCI N.V. acts as the financing company thus limiting the number of crossrelationships within the Group and maximizing flexibility to divest operating companies.

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
6.2 Liquidity risk continued

For an overview of all loans and borrowings, reference is made to note 18.

The liquidity risk is monitored internally at Group level. On an ongoing basis the Groupprepares liquidity forecasts to verify whether the Group is able to meet its future debt
obligations. The Company has also carefully evaluated the funding of its Business Plan for
at least the next 12 months from the date of issuance of the financial statements, taking into
account the measures mentioned below and has applied sensitivities to the forecast level ofliquidity headroom available. Key assumptions include product pricing, natural gas pricing andutilization rates. Management has applied these assumptions to the forecasts, which would
leave sufficient liquidity headroom.

Market risk is the risk of changes in market prices, such as foreign exchange rates, interest
rates, commodity prices and equity prices that will affect the Group’s income or the value of
its holdings of financial instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimizing the return.

6.2.2 Refinancing activity

6.3.2 Foreign currency risk

The following refinancing activities were completed during 2022 to optimize the Group’s
finance cost and enhance its cashflow up-streaming to OCI N.V.:

The Group is exposed to foreign currency risk arising in separate ways:-

On 8 April 2022, OCI N.V. announced that it has closed a new unsecured multicurrency
Revolving Credit Facility ("RCF") for a total of USD 1.1 billion, which replaced a facility of
USD 850 million, which was undrawn at the time of refinancing and originally entered into
in 2018. The new facility carried an interest margin at inception of 1.10% and has a tenor of
60 months.

-

On 18 May 2022, OCI N.V. announced that its wholly-owned subsidiary IFCo has
refinanced in full its outstanding capital markets debt. The refinancing involves theissuance by the Iowa Finance Authority of USD 838.8 million Midwestern Disaster Area
Revenue Refunding Bonds (Iowa Fertilizer Company Project), Series 2022. The Series
2022 Bonds bear interest at a weighted average cost of capital of 4.60% per annum,
payable semi-annually, and an average life of 22 years, and include:-

6.3 Market risk
6.3.1 General

Foreign exchange transaction risk
The Group entities predominantly execute their activities in their respective functional
currencies. The Group is however exposed to foreign exchange transaction risk whenGroup entities enter into foreign currency denominated transactions. The Group monitors the
exposure to foreign currency risk arising from operating activities and enters selectively into
foreign exchange contracts to hedge foreign currency exposures. The nominal amount of theforeign currency derivatives outstanding used to hedge transaction risk as per 31 December
2022 was USD 62.3 million (2021: USD 142.6 million) and relates to the USD exposure of theGroup (on Euro currencies).
The functional currencies of the Group entities are primarily the US dollar, the Algerian dinarand the Euro. EFC and EBIC have exposure to fluctuations in the USD / EGP exchange rates
and Fertil has exposure to fluctuations in the USD / AED echange rates.

◦

USD 150.0 million 10-year par bond with 4.00% coupon;◦

USD 344.375 million 20-year premium bond with 5.0% coupon yielding 4.65%; andForeign exchange translation risk◦

USD 344.370 million 28-year premium bond with 5.0% coupon yielding 4.80%.

The Group is exposed to the translation of foreign currency denominated monetary assets
and liabilities. These exposures are managed by the Group's treasury function, which may
hedge a portion of the foreign currency exposures estimated to arise in the foreseeable
future. For the unhedged portion the Group seeks to mitigate translation risk by matching
the remaining currency of debt with available cashflows in the respective currency. As per
31 December 2022 there were no foreign currency derivatives outstanding (2021: nil) related
to the exposure of foreign currency denominated monetary assets and liabilities.

On 23 December 2022, Fertiglobe announced that it has refinanced its outstanding USD
900 million bridge facility, originally due in 2024, with new 3-year (USD 300 million)
and 5-year (USD 600 million) term facilities with interest rates of SOFR + 150bps and
SOFR + 175bps respectively. It further announced that it has increased its revolving credit
facility from USD 300 million to USD 600 million and extended the facility's maturity from
December 2026 to 2027. The margin on the RCF has been reduced from 175bps to140bps over SOFR. The new term facilities were drawn on 4 January 2023 and the bridge
facility repaid on the same date.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
6.3 Market risk continued

Significant exchange rates
The following significant exchange rates applied during the year against the US dollar:

The summary of balances of the Group’s exposure to foreign exchange translations, where
there is exposure for monetary items denominated in foreign currencies which differ fromtheir functional currencies, including intercompany balances, is as follows:
31 December 2022
$ millions

USD

EUR

EGP

Trade and other receivables

72.7

20.0

72.9

Trade and other receivables - Intercompany

183.5

285.8

40.7

Trade and other payables(124.3)

(3.4)

(7.4)

Trade and other payables - Intercompany(88.5)(247.7)(0.4)-

Loans and borrowings
Loans and borrowings - Intercompany
Provisions
Cash and cash equivalents--(475.1)(109.3)---(76.8)

890.0

22.8

16.5

USD

EUR

EGP

Trade and other receivables

20.6

6.3

93.1

1,980.6

67.6

0.3

Trade and other payables(10.5)(11.4)(8.0)

Trade and other payables - Intercompany(161.2)(20.0)(0.5)

Loans and borrowings(1,107.0)--

Loans and borrowings - Intercompany(1,212.6)(123.1)---(120.8)

411.6

13.9

24.0

Provisions
Cash and cash equivalents

Average
2021

Closing2022

Closing2021

Euro1.0533

1.18281.07111.1370Egyptian pound

0.05300.06370.04040.0636

Algerian dinar0.00700.00740.00730.0072

The following tables demonstrate the sensitivity to a reasonably possible change in USD
exchange rate to increase or (decrease) against the EUR, EGP and DZD, with all othervariables held constant. The Group’s exposure to foreign currency changes for all othercurrencies is not material.
31 December 2022
$ millions
EUR - USD

31 December 2021
$ millions
Trade and other receivables - Intercompany

Average
2022

The Algerian dinar is not included in the above table of foreign exchange translation
exposure, since there are no entities in the Group which have monetary items denominated inAlgerian dinar, except for Sorfert, which has the Algerian dinar as its functional currency.

EGP - USDDZD - USD

31 December 2021
$ millions
EUR - USD
EGP - USDDZD - USD

Change in FX
rate

Effect on profit
before tax

Effect on
equity10 percent(49.0)(34.7)(10) percent

49.0

34.7

10 percent

4.5-(10) percent

(4.5)

-

4 percent36.7-(4) percent(36.7)-

Change in FX
rate

Effect on profit
before tax

Effect on
equity5 percent

1.9

31.0

(5) percent(1.9)(31.0)

3 percent

(0.4)

-

(3) percent

0.4-

3 percent

21.9-(3) percent(21.9)-

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
6.3 Market risk continued
The figures in the above overview are determined based on the currency volatility of therespective years. A significant part of the Group’s exposure to foreign currency transaction
risk relates to intercompany balances.

All financial instruments that are subject to the interest rate benchmark reform havecontractual provisions in place to seamlessly transition to a new reference rate whenpublication of USD LIBOR ceases. All instruments subject to the reform are non-derivative
financial liabilities.

6.3.3 Interest rate risk

6.3.4 Commodity price risk

The Group’s cash flow interest rate risks arise from the exposure to variability in future cash
flows of floating rate financial instruments and refinancing fixed rate borrowings. The Groupregularly reviews its exposure to the global interest rate environment. As per 31 December
2022 there were no interest rate derivatives outstanding. The interest rate derivatives weresettled in 2022 due to a change in refinancing planning. In 2021, the Group had entered into
interest rate derivatives with a notional amount of USD 125.0 million to manage the interest
rate risk on floating rate instruments and the refinancing of fixed rate borrowings.

Natural gas is one of the primary raw materials used in the Group’s production processes. The
Group is exposed to natural gas price commodity risk for those entities that buy natural gas atspot prices. Management monitors the development of gas prices and products’ selling prices
on a daily basis using external historical and forecast market data provided by several data
vendors. Management analyzes the potential profit margin per product based on this data inorder to make operational and hedging decisions.

The Group analyses its interest rate exposure on a dynamic basis. The Group calculates theimpact on profit or loss of a defined interest rate shift. The same interest rate shift is used for
all currencies. The assumed movement in basis points for the interest rate sensitivity analysis
is based on the currently observable market data, showing a higher volatility compared toprior years. The interest rate sensitivity calculation is based on the interest-bearing liabilities.
The following table demonstrates the sensitivity to a reasonably possible change in interest
rates on that portion of borrowings affected. With all other variables held constant, theGroup’s profit before tax is affected through the impact on floating rate borrowings plus
refinancing of fixed rate borrowings, as follows:$ millions
Effect on profit before tax for the coming year

In basis points

2022

2021

+ 200 bps

(26.9)(35.9)- 200 bps

26.9

35.9

Interest rate benchmark reform
A fundamental reform of major interest rate benchmarks has been undertaken globally,
including the replacement of some interbank offered rates (IBOR), with alternative nearlyrisk-free rates. The Group’s main IBOR exposure at the reporting date is USD LIBOR on
its loans. The alternative reference rate for LIBOR is the Secured Overnight Financing Rate
(SOFR). The USD LIBOR will cease as per 30 June 2023. The Group has finished the processof amending contractual terms in response to IBOR reform during 2022.

For the entities that are impacted by changes in natural gas prices during FY 2023, a change
in the average natural gas prices by USD 1 per MMBtu would impact the total annual cost of
sales by USD 81.0 million (2021: USD 91.6 million).
The Group enters into gas hedges in order to hedge future gas price levels over a certain
period of time (reference is made to note 20). The Group uses derivatives (Basis swaps,
Index swaps and options) in order to do so and does not apply hedge accounting onthese instruments, therefore all fair value changes related to these financial instruments
are recognized in profit or loss. Where there is no past practice of being net cash-settled,
fixed price gas contracts and month-ahead swaps are accounted for under the ‘own use’
exemption. The fiscal year 2023 gas price risk is reduced by the Group to an extent of
81% (including both physical pricings and financial hedges). The outstanding gas hedges in
MMBtu as per 31 December 2022 for the years 2023-2025 are:-Flat priced contracts 181.0 million (2021: 15.8 million);-

Options (delta equivalent) 7.3 million (2021: 14.6 million);-

Basis Swaps 0.9 million (2021: 0.1 million)

The flat priced contracts in MMBtu as per 31 December 2022 for the years 2026 and beyond
are 136.6 million.
The Group has a cash collateral obligation for the outstanding gas hedges with one
counterparty for any mark-to-market liability that exceeds USD 25 million. These hedges in
MMBtu approximate 40% of the outstanding volume of gas hedges. As at 31 December 2022,
no margin calls have taken place under this obligation.

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Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
6.3 Market risk continued

Note

Trade and other receivables

(9)

831.8

53.4

-

Financial assets at fair value throughother comprehensive income

(11)

-

-

19.2

Cash and cash equivalents(14)

1,580.3--

2,412.1

53.4

19.2

European Emission Allowance
During the year, the Group has generated additional liquidity by selling EUAs to the market.
This generated total net proceeds of USD 94.6 million (2021: USD 116.5 million) resulting
from the sale and repurchase of EUAs. Included in the net proceeds received, a grossamount of USD 132.2 million (2021: USD 133.8 million) was recognized in cost of sales
related to the sale of excess EUAs. When EUAs are sold for cash management purposes,
a liability is recognized for the obligation to refund the allowances for CO2 emissions during
the compliance period. This liability is subsequently measured at fair value. The total liability
recorded as per 31 December 2022 amounts to USD 36.7 million (2021: USD 116.2 million).

Financial assets
at fair value
through other
Derivatives comprehensive
at fair value
incomeLoans andreceivables /payables atamortized cost

31 December 2021
$ millions
AssetsTotal

To manage the fair value risk of the EUA liability, the Group entered into financial hedges
to purchase 0.9 million (2021: 1.3 million) EUAs. As per 31 December 2022, the fair value ofthese forward contracts amounts to USD (5.2) million (2021: USD 42.7 million). The groupdoes not apply hedge accounting to these contracts.

Liabilities
Loans and borrowings(18)

3,800.8--

Trade and other payables(20)

1,252.2

129.0-

5,053.0

129.0

-

Total

Financial instruments
The following table presents the various categories of financial instruments:
Financial assets
at fair value
through other
Derivatives comprehensive
at fair value
incomeNote

Loans andreceivables /payables atamortized cost

Trade and other receivables

(9)

859.0

22.9

-

Financial assets at fair value throughother comprehensive income

(11)

-

-

18.8

Cash and cash equivalents(14)

1,717.0--

2,576.0

22.9

18.8

31 December 2022
$ millions
Assets

Total
Liabilities
Loans and borrowings(18)

2,875.7--

Trade and other payables(20)

1,220.3

178.1-

4,096.0

178.1

-

Total

The Group has limited financial instruments carried at fair value. For derivative financial
instruments, the fair value is calculated within hierarchy category level 2. Financial assets
at fair value through other comprehensive income recognized as level 1 is USD 2.2 million(2021: USD 2.8 million), the investment in the Infrastructure and Growth Capital Fund of USD
1.5 million (2021: USD 2.8 million) was recognized as level 2 as the valuation is partiallyderived from listed shares.
The investment in Notore Chemical of USD 15.1 million (2021: USD 13.6 million) is recognized
as level 3, reference is made to note 11. Notore is listed on the Nigerian Stock Exchange since
2018, however due to the lack in trading volumes the investment is still valued within thehierarchy category level 3 based on audited financial statements.
In 2022 and 2021, there were no transfers between the fair value hierarchy categories.
The fair value of loans and borrowings and receivables are disclosed in notes 18 and
9, respectively.

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Risk Management

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Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
6.4 Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor
and market confidence and to sustain future development of the business. Capital consistsof ordinary shares, retained earnings and non-controlling interests of the Group. The Boardof Directors monitors the return on capital as well as the level of dividends to ordinary
shareholders. The Group is required by external financial institutions to maintain certain
capital requirements compared to its debt. Reference is made to note 18 for a descriptionof financial covenants.

7. Property, plant and equipment and right-of-use assets$ millions

Plant andequipment

Fixturesand fittings

Under
construction

Total

Cost

751.9

9,328.1

60.4

146.2 10,286.6

Accumulated depreciation(185.7)(3,813.7)(42.9)- (4,042.3)

At 1 January 2021

566.2

5,514.4

17.5

146.2

6,244.3

2.0

25.1

4.8

203.3

235.2

Movements in carrying amount:

The Group’s net debt to equity ratio at the reporting date was as follows:

Additions

-

(2.4)

-

-

(2.4)

Depreciation(24.8)(531.8)(3.5)-(560.1)3,800.8

Impairment(1.3)(244.7)(0.3)(30.0)(276.3)

1,580.3

Transfers

0.6

163.0

1.2

(164.8)-

Reclassification to inventory-(19.0)--(19.0)$ millions

Note

2022

2021

Loans and borrowings(18)

2,875.7

Less: cash and cash equivalents(14)

1,717.0

Net debt

1,158.7

2,220.5

Total equity

4,339.7

3,508.2

0.27

0.63

Net debt to equity ratio at 31 December

Land andbuildings

In 2021, loans and borrowings included an amount of USD 383.1 million (2022: nil) related tothe bank overdraft facility of OCI N.V. The amount drawn on this facility was also included in
cash and cash equivalents and held by other entities within the Group. These amounts were
not offset as they did not comply with the offsetting requirements for financial instruments.

Disposals

Asset retirement obligation

-

-

8.7

-

8.7

Movement in exchange rates(3.2)(76.1)

(0.7)

(6.9)

(86.9)At 31 December 2021

539.5

4,828.5

27.7

147.8

5,543.5

Cost

748.6

9,208.8

73.8

147.8 10,179.0

Accumulated depreciation(209.1)(4,380.3)(46.1)- (4,635.5)

At 31 December 2021

539.5

4,828.5

27.7

147.8

5,543.5

Additions

38.9

42.2

2.6

310.4

394.1

Disposals

(1.7)

(1.1)

0.1

(2.2)

(4.9)

Depreciation(29.0)(495.0)(5.9)-(529.9)(22.3)

Movements in carrying amount:Impairment-(22.3)--

Transfers

0.4

193.8

1.0

(195.2)

-

-

32.5

-

(1.1)

31.4

Reclassification
Asset retirement obligation

-

-

(6.3)

-

(6.3)

Movement in exchange rates

0.4(10.7)

(1.1)

(3.1)

(14.5)

548.5

4,567.9

18.1

256.6

5,391.1

At 31 December 2022
Cost

778.6

9,371.6

67.8

256.6 10,474.6

Accumulated depreciation(230.1)(4,803.7)(49.7)- (5,083.5)

At 31 December 2022

548.5

4,567.9

18.1

256.6

5,391.1

Annual Report 2022 158

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
7. Property, plant and equipment and right-of-use assets
continued
As at 31 December 2022, the Group has land with a carrying amount of USD 69.7 million(2021: USD 35.3 million). The transfers of USD 195.2 million (2021: USD 164.8 million) are
assets under construction that were put into use during the year. Transfers mainly relate to
OCIB for USD 72.6 million, OCIN for USD 42.0 million, Fertil for USD 41.0 million and EBIC for
USD 30.6 million. The additions of USD 394.1 million (2021: USD 235.2 million) mainly relate to
OCIN for USD 96.6 million, OCIB for USD 68.1 million, Fertil for USD 47.7 million and IFCo for
USD 36.3 million.

The impairment loss on BioMCN property, plant and equipment recognized 2022 pertains toinvestments made to maintain the ability to quickly respond to changes in market prices.
These investments are subsequently impaired as the recoverable amount for the cash
generating unit is deemed zero. The impairment recognized for right-of-use assets relates
to a lease modification that was subsequently impaired due to the aforementioned.

Right-of-use assets
Land andbuildings

Plant andequipment

Fixtures andfittings

Total

147.8

81.8

49.8

279.4

Additions

18.7

12.9

1.7

33.3

Modifications

1.0

3.3

-

4.3

Disposals

(2.4)

(2.7)

-

(5.1)

Depreciation(9.2)(22.4)(9.8)(41.4)

Impairment

(3.9)

(9.9)

-

(13.8)

Movement in exchange rates

(6.2)

(2.3)

-

(8.5)

145.8

60.7

41.7

248.2

Additions

12.6

27.8

2.4

42.8

Modifications

0.4

2.9

-

3.3

-

(0.3)

-

(0.3)

Depreciation(10.3)(22.0)(9.6)(41.9)

Impairment

(0.5)

(4.7)

-

(5.2)

Movement in exchange rates

(5.5)

(1.2)

-

(6.7)

142.5

63.2

34.5

240.2

$ millions
At 1 January 2021

The effect of movement in exchange rates in 2022 mainly relates to Sorfert, BioMCN and
OCIN, which have different functional currencies (Algerian dinar and Euro respectively)
compared to the Group’s presentation currency. The Algerian dinar increased by 1.4% and
the Euro decreased by 5.8% against the US dollar in 2022. The capitalized borrowing costs
during the year ended 31 December 2022 amounts to USD 1.0 million (2021: nil).
The difference between the additions in the above schedule and the investments in property,
plant and equipment mentioned in the consolidated statement of cash flows is mainly causedby changes in capital expenditure creditors not yet paid and capitalized borrowing costs,
which are presented as part of interest expenses under cash flows from operating activities
in the consolidated statement of cash flows. For capital commitments reference is made tonote 29.
In 2022, no property, plant and equipment (2021: USD 1,835.9 million) has been pledged as
security for external loans and borrowings of IFCo. Reference is made to note 18.

Impairment BioMCN
During 2022 an impairment loss of USD 12.8 million (2021: USD 264.5 million) and USD
5.2 million (2021: 13.8 million) was recognized in cost of sales on the property, plant andequipment and right of use assets, respectively, of BioMCN. Over the course of the year
2021, European gas prices reached historically high price levels, which has a significant
negative impact on the financial performance of BioMCN. In response to the high gas priceenvironment, management decided to temporarily shut down the production facilities at
BioMCN from June 2021 onwards. The carrying amount of these asset is nil as of December
31, 2022. The shutdown of the production facilities was initiated to avoid significant
contribution losses caused by the historically high gas prices.

Movements in carrying amount:

At 31 December 2021
Movements in carrying amount:

Disposals

At 31 December 2022

The additions of USD 42.8 million (2021: USD 33.3 million) mainly relate to N-7 for USD
12.5 million, OMM US for USD 7.7 million and OCIN for USD 6.4 million. The effect of
movement in exchange rates of USD 6.7 million (2021: USD 8.5 million) mainly relates to
OCIN and OCI UK, which have a different functional currency (Euro) compared to the Group’s
presentation currency.

Annual Report 2022 159

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
8. Goodwill and other intangible assets$ millions

Goodwill

Licences
andtrademarks

Goodwill
Goodwill has been allocated to the cash generating units as follows:
Other
intangible
Underassets construction

Total

Cost

1,808.8

74.0

5.4

-

Accumulated amortizationand impairment(1,322.9)(74.0)(4.8)- (1,401.7)

At 1 January 2021

485.9

-

Additions-

Amortization(1.7)

1,888.2

0.6

-

486.5

-

1.1

-

1.1

-

(0.2)

-

(0.2)

-

-

-

(1.7)

Movements in carrying amount:

Movement in exchange rates
At 31 December 2021

484.2

-

1.5

-

485.7

Cost

1,807.1

74.0

6.5

-

1,887.6

Accumulated amortizationand impairment(1,322.9)(74.0)(5.0)- (1,401.9)

484.2

-

1.5

-

485.7

Additions

-

-

-

6.4

6.4

Reclassification

-

-

-

1.1

1.1

Amortization

-

-

(0.3)

-

(0.3)

(1.2)

-

(0.2)

-

(1.4)

At 31 December 2021
Movements in carrying amount:

Movement in exchange rates
At 31 December 2022

483.0

-

1.0

7.5

491.5

Cost

1,805.9

70.7

6.3

7.5

1,890.4

Accumulated amortizationand impairment(1,322.9)(70.7)

(5.3)

483.0

-

1.0

At 31 December 2022

- (1,398.9)
7.5

491.5

Cash generating units$ millions

Reporting segment

2022

2021

Egyptian Fertilizers Company ('EFC')

Fertiglobe

440.0

440.0

OCI Beaumont ('OCIB')

Methanol US

23.0

23.0

OCI Nitrogen ('OCIN')

Nitrogen Europe

20.0

21.2

483.0

484.2

Total

Goodwill impairment testing
The determination of the recoverable amounts for the cash generating units requires
significant judgments and estimates, including projections of future cash flows from thebusinesses. The recoverable amounts have been estimated based on value in use.
The tests were carried out by discounting future cash flows to be generated from thecontinuing use of the cash-generating units to which the goodwill applies and on theassumption of an indefinite life. Key assumptions used in the calculation of recoverable
amounts are the discount rate, the terminal value growth rate, selling price outlook per
product, natural gas prices and the number of expected operating days per plant. The
terminal growth rate was determined based on the long term US Treasury constant maturity
yield. The discount rate is a post-tax measure estimated based on the capital asset pricing
model. Selling price and natural gas price assumptions are based on a published independent
price outlook prepared by global experts. The other assumptions used are based on pastexperiences and external sources, but that are unpredictable and inherently uncertain.
The impairment tests are based on specific estimates for cash flow projections for the years
2023 to 2027 (this period captures the cyclical nature of the industry). For the subsequent
years, the residual values were calculated based on the average EBITDA margin of the last
two years of the projection period and whereby a perpetual growth rate of 4.08% was used.
The estimated cash flows are discounted using a present value technique.

Annual Report 2022 160

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
8. Goodwill and other intangible assets continued

In 2018, the Group entered into a securitization agreement to sell certain trade receivables
to an external financial institution. By doing so, the Group is able to receive cash flows fromselected debtors sooner than would normally be the case.

The following rates were applied in performing the impairment test:
Percentage

2022

2021

Pre-tax discount rate

19.85%

12.62%

Perpetual growth rate

4.08%

2.02%

Result of the impairment test
For all cash generating units the recoverable values significantly exceed their carrying
amounts. No reasonably possible change in a key assumption would cause the cash
generating unit’s carrying amount to exceed the recoverable amount.

The other tax receivable contains an amount of EGP 900 million (USD 36.4 million) relating
to a payment made to the Egyptian Tax Authorities as part of the tax claim which will
be refunded upon settlement of the tax claim. Reference is made to note OCI S.A.E. tax
dispute. USD 61.4 million (2021: USD 53.1 million) is related to paid VAT to be collected invarious jurisdictions.

9. Trade and other receivables$ millions

2022

2021

Trade receivables (net)

500.7

577.2

Loans and trade receivables due from related parties

25.8

5.0

Prepayments

135.0

57.6

Other tax receivables

102.4

116.9

Supplier advance payments

39.0

31.2

Commodity and natural gas derivatives

18.7

10.7

EUA derivatives

0.4

42.7

Foreign currency derivatives

3.8-

Other derivatives--

Other receivables

56.1

43.9

881.9

885.2

Total

Upon transfer of the balances, OCI derecognizes the trade receivables, since substantially
all risks and rewards of ownership are transferred. The agreement permits securitization of
trade receivables up to EUR 400.0 million (USD 428.4 million) (2021: EUR 200.0 million). As
per 31 December 2022 an amount of EUR 257.1 million (2021: EUR 200.0 million) of tradereceivables had been transferred. The transferred trade receivables are pledged as security
under the securitization program.

Non-current

61.7

33.6

Current

820.2

851.6

Total

881.9

885.2

The carrying amount of ‘Trade and other receivables’ as at 31 December 2022 approximates
its fair value.
The aging of current trade receivables at the reporting date were as follows:$ millions

2022

2021

Neither past due nor impaired

480.9

559.7

Past due 1 - 30 days

16.3

14.2

Past due 31 - 90 days

1.7

1.8

Past due 91 - 360 days

1.5

1.2

More than 360 days

0.3

0.3

500.7

577.2

Total

Management believes that the unimpaired amounts that are past due by more than 30 days
(USD 3.5 million) are collectible in full, based on historic payment behavior and extensive
analysis of customer credit risk, including underlying customers’ credit ratings if they areavailable. The Group has not recognized any allowance for trade receivables.

Annual Report 2022

161

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
10. Equity-accounted investees

The following table summarizes the financial information of the Group’s associates and joint
ventures (on a 100% basis):

The following table shows the movements in the carrying amount of the Group’s associates
and joint ventures:

2022$ millions

2022

2021

At 1 January

494.9

468.7

21.7

7.3

-

23.6

Dividends

(1.8)

(2.5)

Other comprehensive income

9.7-

Effect of movement in exchange rates

(2.2)

(2.2)

522.3

494.9

Share in income
Investment in Rainbow Holdco

At 31 December
Joint ventures

1.2

1.1

Associates

521.1

493.8

Total

522.3

494.9

$ millions
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets

2021

Joint
ventures

Total

Associates

2,041.4-

2,041.4

457.1

33.7

490.8

(1,115.1)(5.5)(294.1)
1,089.3

Associates

JointventuresTotal

2,161.8-

2,161.8

315.0

15.5

330.5

(1,120.6)(1,121.4)(8.7)(1,130.1)(25.7)(319.8)(323.1)(4.5)(327.6)

2.5

1,091.8

1,032.3

2.3

1,034.6

Income1,109.6

43.4

1,153.0

867.3

27.2

894.5

Expenses(1,060.8)(43.1)(1,103.9)(844.7)(27.0)(871.7)

Net profit

48.8

0.3

49.1

22.6

0.2

22.8

The Group has interests in the following associates and joint ventures:
Name

Type

Participation via

Country

Firewater LLC (Natgasoline)

Associate

Firewater B.V.

United States

50.0%White Rock Insurance
PCC Ltd.

Associate

OCI N.V.

The Netherlands

5.0%

Sitech Manufacturing
Services C.V.

Associate

OCI Nitrogen B.V. The Netherlands

35.0%

Sitech Services B.V.

Associate

OCI Nitrogen B.V. The Netherlands

23.0%

Rainbow Holdco B.V.

Associate

OCI Nitrogen B.V. The Netherlands

43.0%

Egypt Green Hydrogen SAE

Associate

Fertiglobe Green
Investments LLC

UAE

20.0%

Nitrogen Iberian Company SL. Joint venture OCI Nitrogen B.V. Spain

50.0%

Shanxi Fenghe Melamine
Company Ltd.

49.0%

Joint venture OCI Nitrogen B.V. China

Participation

Annual Report 2022

162

Introduction

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Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
11. Financial assets at fair value through other comprehensive
income

10. Equity-accounted investees continued
The following chart summarizes the financial information of significant associates (on a
100% basis):$ millions
Firewater LLC(Natgasoline)$ millions

Sitech Services B.V.

2022

2021

Infrastructure and Growth Capital Fund LP (UAE)

1.5

2.8

Notore Chemical Industries (Mauritius)

15.1

13.6

2.2

2.8

2022

2021

2022

2021

Orascom Construction PLC (UAE)

1,846.4

1,973.8

121.2

124.4

Total

18.8

19.2

Current assets (excluding cash andcash equivalents)

190.4

108.7

26.5

30.0

Non-current

18.8

19.2

Cash and cash equivalents

60.5

52.3

21.4

20.3

-

-

(1,051.6)(1,050.8)(63.4)(70.6)

18.8

19.2

Current liabilities(95.7)(178.4)(43.9)(44.6)Net assets

950.0

905.6

61.8

59.5

Group's share of net assets

475.0

452.8

14.2

13.7

Non-current assets

Non-current liabilities

Revenues

518.2

319.5

220.9

222.3

Depreciation(153.9)(157.4)(11.9)(13.8)

Interest income

0.8

-

-

-

Interest expense(61.5)(56.1)

(1.3)

(1.3)

Profit / (loss) before taxes

32.0

(0.4)

15.1

17.4

Tax expense

(8.5)

-

(3.5)

(5.0)

Profit / (loss) after taxes

23.5

(0.4)

11.6

12.4

Other comprehensive income

19.4

-

-

-

Total comprehensive income

42.9

(0.4)

11.6

12.4

Group's share in total comprehensive income

22.8

(0.2)

2.7

2.8

-

-

5.9

11.0

Dividends

Current
Total

The Group holds an investment in the Infrastructure and Growth Capital Fund LP, which
is managed by the Abraaj Group. Abraaj Holdings and Abraaj Investment Management are
in provisional liquidation in the Cayman Islands and their court-appointed joint provisionalliquidators, Deloitte and PwC, are overseeing the restructuring of Abraaj’s debt.
The investment in Notore Chemical Industries represents a 13.18 percent shareholding.
Further, OCI N.V. holds shares in Orascom Construction PLC.

Included in the associates is Firewater LLC, the holding company of Natgasoline LLC, which
is a methanol plant in Texas USA, and Sitech, which operates at the Chemelot site in Geleen,
the Netherlands, where the factory of OCIN is based. The Chemelot site is also used byother companies.

Annual Report 2022 163

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
12. Income taxes

12.2 Other comprehensive income

12.1 Income tax in the statement of profit or loss

$ millions$ millions

2022

2021

Current tax(241.5)(242.5)

Deferred tax(172.3)

105.4

Total income tax reported in profit or loss

(413.8)(137.1)$ millions

2022

2021

Current year

Current tax expense(223.6)(222.5)

Minimum tax requirements

(2.0)

(9.6)

Dividend withholding tax(18.0)(10.6)

2.1

0.2(241.5)(242.5)

Changes in estimates relating to prior years
Income tax expense reported in profit or loss

The main contributor to the current year tax expense is Fertil.

Deferred tax expense$ millions

2022

2021

Origination and reversal of temporary differences(246.3)(60.5)

48.9(92.7)

Movement in uncertain tax positions
Changes in tax rates

(0.4)

-

Recognition of previously unrecognized tax assets

39.6

264.7

Unrecognized tax assets(14.1)(0.1)

Dividend withholding tax

-

(6.0)

(172.3)

105.4

Income tax benefit / (expense) reported in profit or loss

2022

2021

Cash flow hedges, effective portion of changes in fair value

2.5

4.8

Income tax benefit reported in OCI

2.5

4.8

12.3 Reconciliation of effective tax rate
OCI’s operations are subject to income taxes in various foreign jurisdictions. The statutory
income tax rates vary from 0.0% to 25.8%, which results in a difference between the effective
income tax rate and the Netherlands’ statutory income tax rate of 25.8%. Reconciliation of
the statutory income tax rate in the Netherlands with the effective income tax rate can besummarized as follows:$ millions
Profit before income tax

2022

%

2021

2,840.1

1,295.9

Enacted income tax rate in the Netherlands

25.8%

25.0%

Income tax expense calculated at the enacted
Dutch tax rate(732.7)(25.8)(324.0)%(25.0)

Effect of tax rates in foreign jurisdictions

98.2

3.5

40.1

3.1

Expenses non-deductible(44.1)(1.6)(58.5)(4.5)

Income not subject to tax

208.6

7.3

123.2

9.5

Adjustments prior years

2.1

0.1

0.2

-

Change in tax rates

(0.4)

-

-

-

Recognition of previously unrecognized tax assets

39.6

1.4

264.7

20.4

Unrecognized tax losses(14.1)

(0.5)

-

-

-

-

(65.6)(5.1)

Dividend withholding tax(18.0)(0.6)(16.6)(1.3)

Minimum tax requirements

(2.0)

(0.1)

(9.6)

(0.7)

Uncertain tax positions

1.4-(92.7)(7.1)

Foreign exchange effects

47.5

1.7

-

-

Other

0.1

-

1.7

0.1

(413.8)(14.6)(137.1)(10.6)

Unrecognized temporary differences

Total income tax in profit or loss

Annual Report 2022 164

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
12.3 Reconciliation of effective tax rate continued
The Group’s consolidated effective tax rate in respect of continuing operations for the period
ended 31 December 2022 was 14.6% (2021: 10.6%). Compared to the statutory tax rateapplicable in the Netherlands (25.8%) the following elements are the main drivers for the
lower effective tax rate of 14.6%:-

The main driver for the lower effective tax rate are the export activities of Sorfert andthe status of EBIC as a free zone company. The profits generated by these activities aretax exempt and therefore result in a significant reduction of the effective tax rate forthe group.

-

OCI's activities in foreign jurisdictions also contributed favorably to the effective tax rate.
The blended statutory rate based on the 2022 profitability was 22.3% (2021: 21.9%).

-

The effective tax rate was also favorably impacted by currency devaluations on uncertain
tax positions and lower non-deductible costs.

A qualifying taxpayer calculates its effective tax rate for the aggregated activities in eachjurisdiction where it operates and pays top-up tax for the difference between its effective
tax rate per jurisdiction and the global minimum tax rate of 15%. Any resulting top-up tax is
generally charged in the jurisdiction of the ultimate parent of the MNE (OCI N.V.).
The OCI group is at risk of a top-up tax for the activities held by the Fertiglobe groupdue to respective source jurisdictions having a potential effective tax rate below 15% asdetermined under the Pillar Two rules. As the Pillar Two rules allow for a levy by the source
jurisdiction under the so-called Qualifying Domestic Minimum Top-up Tax as well as by anintermediate holding jurisdiction under the Partially Owned Parent Entity rules, it remains
uncertain in which jurisdiction the top-up tax will need to be remitted as well as basedon which ownership percentage. It is expected that in the course of 2023 other relevant
jurisdictions will announce further guidance on the implementation of the Pillar Two rules intheir respective jurisdictions.

Recognition of previously unrecognized tax losses

12.4 Deferred income tax assets and liabilities

During 2022, a portion of BioMCN's property plant and equipment was impaired for tax
purposes, thereby reversing a deductible temporary difference related to these assets.
This tax benefit was offset against current year taxable income of BioMCN. During 2021,
a deferred tax asset related to net operating losses was recognized at IFCo. The recognition
resulted in a net deferred tax asset of USD 200.3 million and therefore was a significant
component of the 2021 tax expense. All available net operating losses and tax credits
available for IFCo were recognized in 2021. In addition to the losses recognized for IFCo, the
BioMCN tax group was able to utilize all available tax losses in 2021 due to strong financial
performance of OCI Fuels and the sale of excess EUAs of BioMCN.

Changes in deferred tax asset and liabilities (net):$ millions

2022

2021

At 1 January(406.7)(514.7)

Profit or loss

(172.3)

105.4

Reclassification to current income tax payable

183.0

-

(8.0)

2.6

(404.0)(406.7)

Effect of movement in exchange rates (recognized in equity)
At 31 December

Pillar Two global minimum tax
On 20 December 2021, the jurisdictions of the OECD/G20 Inclusive Framework on Base
Erosion and Profit Shifting (‘OECD BEPS’) released the so-called Pillar Two Model Rules(also referred to as the “Anti Global Base Erosion” or “GloBE” Rules) which are designed toensure that large multinational enterprises (MNEs) pay a minimum level of tax of 15% on theaggregated qualifying income arising in each jurisdiction where they operate (‘Pillar Two’). On
15 December 2022, the EU Member States unanimously adopted an EU directive ensuring a
global minimum level of taxation and agreed to apply these rules for fiscal years starting on orafter 31 December 2023.
A taxpayer will fall within the scope of Pillar Two if it has foreign presence, more than
EUR 750 million in consolidated revenues and is not listed as an out-of-scope entity.

Annual Report 2022 165

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
12.4 Deferred income tax assets and liabilities continued

The majority of the deferred tax liability was attributed to the property, plant and equipment
category as presented in the table above.

Recognized deferred tax assets and liabilities:
AssetsLiabilities$ millions

2022

2021

Intangible assets

63.8

82.9

(63.0)(62.9)

0.8

20.0

-

-

(650.8)(587.1)(650.8)(587.1)13.2

0.4(16.8)(14.9)(3.6)(14.5)---(75.2)-(75.2)

Property, plant and equipment
Inventory
Investment in partnership

2022

Net

2021

2022

2021

Trade and other receivables

0.5

0.2

(0.4)

(0.3)

0.1

(0.1)

Loans and borrowings

47.9

31.3

6.4

(0.6)

54.3

30.7

Trade and other payables

12.9

23.4

12.9

(13.9)-

9.5

Provisions

-

-

-

(3.0)

-

(3.0)

Uncertain tax positions--(14.3)(148.6)(14.3)(148.6)

Undistributed earnings--(24.5)(21.7)(24.5)(21.7)

224.5

379.9

-

-

224.5

379.9

Operating losses carry forward andtax credits
At 31 December

373.3

507.6

(777.3) (914.3) (404.0) (406.7)

Netting of fiscal positions(292.0)(299.9)

292.0

81.3

207.7

(485.3) (614.4) (404.0) (406.7)

Amounts recognized in theStatement of Financial Position

299.9

-

-

The deferred tax asset relating to intangible assets mainly related to capitalized start-up
costs for IFCo for USD 51.3 million. These costs are capitalized and amortized for tax
purposes and were expensed for book purposes. Deferred tax liabilities relating to intangible
assets mainly relates to goodwill of EFC for USD 62.6 million. This deferred tax liability will
be reversed in case the asset is impaired. Deferred tax liabilities recognized in relation toproperty, plant and equipment will be realized over the depreciation period of the related
asset, and mainly relate to IFCo (USD 252.8 million), Fertil (USD 232.4 million), OCIB (USD
81.2 million), EFC (USD 56.7 million) and OCIN (USD 22.8 million).
The deferred tax liability for investments in partnership has been reclassed to othercategories, following a change in the partnership structure for OCIB.

The uncertain tax position of USD 14.3 million is disclosed below. The deferred tax liability‘undistributed earnings’ relates to income tax consequences of undistributed earnings ofsubsidiaries and associates that will reverse in the foreseeable future. The Company does not
anticipate any other income tax consequences resulting from the undistributed earnings ofsubsidiaries and associates.
Deferred tax assets relate to temporary differences, tax credits and tax losses carry forward.
The Company has net tax losses carry forward and tax credits totalling USD 332.3 million,
for which an amount of USD 184.0 million has not been recognized. The losses carry forward
mainly relate to the US and Egyptian operations. Tax credits are available amounting to USD
76.2 million mainly relating to the US operations.

Uncertain tax positions
The group is subject to the application of complex tax laws in multiple jurisdictions.
Application of these complex tax laws may lead to uncertainties in determining tax positions.
We aim to resolve these uncertainties in discussions with the tax authorities. The financial
effect of the existing uncertainties per balance sheet date are determined in accordance with
IAS 12 and IFRIC 23, which requires us to estimate the potential outcome of any tax position.
Our estimate for the potential outcome of any uncertain tax position is judgmental.
As of 31 December 2022, the Group recorded uncertain tax positions to an amount of
USD 14.3 million related to taxable profits, which is classified as a deferred tax liability.
These uncertain tax positions are classified as deferred tax since settlement is not expected
within 12 months after the reporting period. An uncertain tax position amounting to USD
183.0 million was reclassified from deferred tax liabilities to current tax liabilities as settlement
is expected within twelve months after the reporting period. In total, the Group recorded USD
220.0 million of current uncertain tax positions. Expected interest and penalties related to
uncertain income tax liabilities have been accrued for and are included in the uncertain tax
positions and in the income tax expense. In addition to the uncertain tax liability, the Groupalso has a contingent tax asset that currently does not meet the recognition criteria of IFRIC
23. For more information we refer to note 28.
The Group believes that its accruals for tax liabilities are adequate for all open tax
years based on its assessment of many factors, including interpretations of tax law andprior experience.

Annual Report 2022 166

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
12.4 Deferred income tax assets and liabilities continued

Unrecognized tax assets

Sorfert reinvestment caseExpiration scheme of gross unrecognized carry forward tax losses, tax credits and deductible
temporary differences:

On 29 December 2020 the Large Multinationals Directorate of the Algerian Tax Authorities(“DGE”) issued a letter to Sorfert in which its initial claim of DZD 7,296 million (USD
53.3 million) was maintained relating to the alleged non-compliance with the reinvestment
obligations under a tax exemption as granted in 2014 by the Agency Nationale deDeveloppement de l’Investissement (“ANDI”). The DGE is of the opinion that Sorfert did nottimely carry out the reinvestment obligations as required under ANDI exemption. As a result,the DGE required Sorfert to repay the full assumed tax benefit it enjoyed in relation herewith.
On 1 February 2021, Sorfert appealed to this decision and as part of the appeal process madean initial payment of DZD 2,189 million, representing 30% of the total tax claim.
On 31 October 2021, the appeal of Sorfert to the initial claim was rejected by the Internal
Appeals Committee of the DGE (and the total exposure was increased with a 25% penalty)
and it had to pay DZD 1,824 million (20% of the initial claim and penalties added with penalties
on the amount already paid in February 2021). Although Sorfert is of the opinion that it hascomplied with its reinvestment obligations, the DGE applied a different interpretation of thereinvestment law. Since there is no detailed guidance on the interpretation, the ability tofirmly assess the technical merits of this case is limited. Due to this lack of detailed guidance
and negative outcome of the first appeal, management is currently of the opinion that whenweighing all the current facts and circumstances and application of interpretive guidance of
IFRIC 23, it has become probable that Sorfert will be required to settle the remainder of the
disputed tax amount.
On 24 February 2022 Sorfert pursued, supported by its external advisors, the next instanceof appeal to the Central Appeals Commission as Sorfert management continues to havethe view that Sorfert has satisfied the reinvestment obligations under the ANDI regime andtherefore the grounds of the claim should be ruled as unfounded.
As a result, the Company recorded the full impact of the reinvestment case as an income tax
expense amounting to USD 65.8 million in 2021. The remaining position as per 31 December
2022 is an uncertain tax position of USD 37.3 million, included in income tax payables.

2022$ millions

Less Between Between Between Between
than 1
1 and 5 5 and 10
10 and15 andyear
years
years 15 years 20 years

Unlimited

Total

-

152.1

Temporarydifferences

15.5

61.9

74.7

-

-

Tax losses and credit
carry forwards

45.2

176.0

7.8

-

-

852.6 1,081.6

Tax assets- unrecognized

60.7

237.9

82.5

-

-

852.6 1,233.7

2021$ millions

Less Between Between Between Between
than 1
1 and 5 5 and 10
10 and15 andyear
years
years 15 years 20 years

Unlimited

Total

-

279.3

Temporarydifferences

28.5

113.7

137.1

-

-

Tax losses and credit
carry forwards

46.8

204.5

7.3

-

-

803.5 1,062.1

Tax assets- unrecognized

75.3

318.2

144.4

-

-

803.5 1,341.4

The above unrecognized temporary differences, tax losses and tax credit carry forwards
relate to tax jurisdictions in which OCI has suffered a tax loss in the current or a preceding
period. Significant judgment is required in determining whether deferred tax assets can beutilized. OCI determines this based on expected taxable profits arising from the reversal ofrecognized deferred tax liabilities and based on budget, cash flow forecasts and impairment
models and the recent history of taxable results. Where utilization is not considered probable,
deferred tax assets are not recognized. The above unrecognized temporary differences, tax
losses and credit carry forwards mainly stem from our Dutch, Egyptian and US operations.

Annual Report 2022

167

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
14. Cash and cash equivalents

12.4 Deferred income tax assets and liabilities continued
Changes in income tax receivables and payables:$ millions$ millions

2022

2021

At 1 January(68.9)(7.5)

Profit or loss

(241.5)(242.5)2.1

0.2

Changes in estimates relating to prior years
Other comprehensive income
Payments
Reversal of uncertain tax positions
Reclassification from deferred tax liabilities (note 12.4)
Effect of movement in exchange rates
At 31 December

2.5

4.8

241.9

171.6

3.3

1.1

(183.0)

-

(2.5)

3.4

(246.1)(68.9)

Income tax receivable

5.6

3.4

Income tax payable(251.7)(72.3)

Total(246.1)(68.9)

2022

2021

Cash on hand

0.1

0.2

Bank balances

1,692.1

1,439.3

Restricted cash

24.8

140.8

1,717.0

1,580.3

Total

Restricted cash
Restricted cash in 2022 decreased as result of the refinancing at IFCo. In 2021, restrictedcash of USD 128.4 million (2022: nil) was held as part of IFCo’s debt service requirements
for the outstanding bonds, of which USD 43.4 million was held as a required deposit in a
major maintenance reserve account and is to be used to fund capital expenditure, and USD
80.0 million was held as required deposit in a project operating reserve account which is to
be used to fund operating expenses in three month increments.
The remaining restricted balances are held as collateral against letters of credit and letters ofguarantees issued.

15. Equity attributable to owners of the Company

13. Inventories

The movements in the number of shares can be summarized as follows:$ millions

2022

2021

Finished goods

280.6

185.2

Raw materials and consumables

25.3

21.3

Number of shares at 1 January

Spare parts, fuels and others

115.5

137.0

Number of issued shares

Total

421.4

343.5

On issue at 31 December - fully paid

During 2022, the total write-downs amount to USD 22.8 million (2021: USD 19.2 million) of
which USD 15.1 million (2021: USD 17.6 million) relates to spare parts. During 2022 there
were no reversals of write downs (2021: nil). As a result of the IFCo refinancing in 2022, noinventory has been pledged as security for external loans of IFCo 2021: USD 36.7 million).
Reference is made to note 18.

2022

2021

210,306,101

210,306,101

405,903-

210,712,004

210,306,101

Par value per share (in EUR)

0.02

0.02

At 31 December (in millions of USD)

5.6

5.6

The authorized capital of the Company amounts to EUR 12.0 million. The authorized capital is
divided into 600 million shares, with a nominal value of EUR 0.02 each.

Annual Report 2022 168

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
15. Equity attributable to owners of the Company continued

16. Reserves

Movements in equity attributable to owners of the Company in 2022:-

The share capital movements relate to the increase and subsequent decrease in thenominal value of the ordinary shares, to facilitate a capital repayment in relation to the
distribution. The distribution to shareholders that elected to receive a capital repayment(USD 1,069.1 million) was debited from share capital. The remaining distribution of USD
14.4 million was debited to retained earnings as a dividend distribution to owners of
the Company.

$ millions
At 1 January 2021

5.7

(7.0)

Currency Treasurytranslation
shares(322.4)Total(14.7) (338.4)(16.9)---(16.9)

Currency translation differences--(21.7)-(21.7)

Financial assets at fair value throughother comprehensive income-(10.8)--(10.8)

Other comprehensive income(16.9)(10.8)(21.7)-(49.4)

Treasury shares sold / delivered

-

-

-

4.8

4.8

Movements in equity attributable to owners of the Company in 2021:

Treasury shares acquired

-

-

-

(1.0)

(1.0)

-

The acquisition of additional shares in EBIC resulted in an increase in retained earnings of
USD 6.0 million and a decrease in non-controlling interests of USD 44.4 million. Reference
is made to note 17.

At 31 December 2021

(11.2)(17.8)(344.1)

Movement in hedge reserve

19.4

-

-

-

19.4

Currency translation differences--(78.0)

0.8(77.2)-The IPO of Fertiglobe resulted in an increase in retained earnings of USD 332.7 million andan increase in non-controlling interests of USD 141.0 million. Reference is made to note 17.

Financial assets at fair value throughother comprehensive income

-

-

-

-

-

-

An amount of USD 8.5 million related to share-based compensation expense wasrecognized in retained earnings.

Other comprehensive income

19.4

-

(78.0)

0.8(57.8)

Treasury shares sold / delivered

-

-

-

15.6

15.6

Treasury shares acquired

-

-

-

(2.0)

(2.0)

Issuing shares

-

-

-

(14.5)(14.5)

8.2(17.8)(422.1)--The sale of shares in the OCI Methanol Group resulted in an increase in retained earnings
of USD 221.4 million and an increase in non-controlling interests of USD 7.8 million.
Reference is made to note OCI Methanol Group.
An amount of USD 9.2 million related to share-based compensation expense wasrecognized in retained earnings.

Movement in hedge reserve

Hedge
reserve

Financial assets
at fair value
through othercomprehensive
incomeAt 31 December 2022

(10.9) (384.0)(11.0) (442.7)

OCI is a company incorporated under Dutch law. In accordance with the Dutch Civil Code,legal reserves have to be established in certain circumstances. The hedging reserve, thefinancial assets at fair value through other comprehensive income reserve, the currencytranslation reserve and other legal reserves are legal reserves that limit distributions toshareholders to the extent that these reserves individually have a credit balance.

Annual Report 2022 169

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
16. Reserves continued

17. Non-controlling interests

Treasury shares

The non-controlling interests in the respective entities can be summarized as follows:

During the financial year ended 31 December 2022 the company acquired 54,935 shares(2021: 40,583) and sold and delivered out of share-based payment plans 155,586 shares(2021: 195,512).

2022$ millions

2022

2021

306,346

406,997

Average carrying value per share (USD)

35.95

23.43

Total (in millions USD)

11.0

9.5

Number of shares

Foreign exchange effectTotal carrying value of treasury shares (in millions of USD)

-

1.4

11.0

10.9

Non-controlling interests

EFC

EBIC

50.00% 50.06% 62.50% 74.51%

Other1

Total

15.00%--

Non-current assets

808.7

818.8

174.6

670.9

169.2

1,028.3

3,670.5

Current assets

141.6

209.8

66.3

827.4

189.8

1,935.2

3,370.1

Non-current liabilities(149.1)(60.1)(4.2)(143.1)(94.3) (1,891.9) (2,342.7)

Current liabilities(56.3)(145.9)(37.2)(125.9)(305.7) (2,010.9) (2,681.9)

Net assets

744.9

822.6

199.5 1,229.3(41.0)(939.3) 2,016.0

Revenues

593.5

439.4

326.9

973.5

239.7

3,502.1

Profit

249.9

153.0

155.2

617.6

15.3

Other
comprehensive income

-

-

-

46.7

1.4

Total
comprehensive income

249.9

153.0

155.2

664.3

16.7

(2.1) 1,237.0--(87.4)(374.8)(105.0)(545.0) (1,112.2)

Dividend cash flows

1

FertilOCI
MethanolSorfertGroup

6,075.1(2.1) 1,188.9-

48.1

Other consists of N-7 and all remaining Fertiglobe entities.

Annual Report 2022

170

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
17. Non-controlling interests continued
2021$ millions

Fertil1

EFC1

EBIC1

Sorfert1

Other2

Total

50.00%

50.06%

62.50%

74.51%--

Non-current assets

843.8

820.0

176.2

516.7

19.9

2,376.6

Current assets

213.9

75.1

122.5

451.4

2,124.0

2,986.9

Non-current liabilities(159.9)(128.4)(4.4)(193.7)(981.0)(1,467.4)

Current liabilities(112.8)(97.2)(40.9)(60.0)(2,076.0)(2,386.9)

Net assets

785.0

669.5

253.4

714.4

(913.1)

1,509.2

Revenues

466.3

307.3

195.9

614.6

1,916.03,500.1

Profit

151.6

83.9

84.4

280.4

(12.0)

588.3

Other
comprehensive income

-

-

-

(33.0)

0.7(32.3)

Total
comprehensive income

151.6

83.9

84.4

247.4

(11.3)

556.0

-

-

(3.9)

(189.5)(606.3)(799.7)

Non-controlling interests

Dividend cash flows

1

Movements in equity attributable to non-controlling interests:

Non-controlling interests in all Fertiglobe entities increased due to the sale of shares by OCI as part of
the Fertiglobe IPO. OCI has sold 8% of the total shares in Fertiglobe plc.

2

Other consists of N-7 and all remaining Fertiglobe entities.

-

The sale of shares in the OCI Methanol Group resulted in an increase in non-controllinginterests of USD 7.8 million.

-

Total dividends declared to non-controlling interests amounted to USD 1,056.4 million(2021: USD 788.1 million).

-

Impact difference in profit sharing non-controlling interests: In the partnership agreementof Sorfert between OCI and the partner, a profit-sharing arrangement is agreed, where
the other investor will receive a relatively higher portion of dividends in compensation forlower natural gas prices arranged for by the partner, which is recognized in cost of sales.
As a result of this agreement the non-controlling interests increased by USD 318.4 million(2021: USD 104.6 million). The effect of the profit sharing agreement represents thegross amount allocated to the partner. This amount is subsequently diluted by othernon-controlling interests in Fertiglobe.

-

In 2021, the Fertiglobe IPO resulted in an increase in non-controlling interests of USD
141.0 million.

-

In 2021, the acquisition of additional shares in EBIC resulted in a decrease in noncontrolling interests of USD 44.4 million.

OCI Methanol GroupOn 18 February 2022, a 15% stake of the OCI Methanol Group was sold for a total
consideration of USD 375.0 million. As a result of this transaction OCI's share in the OCI
Methanol Group decreased from 100% to 85%. The following table summarises the effect of
the transaction on the Company's equity attributable to owners of the Company:$ millions
Proceeds from sale of shares

375.0

Fees related to the sale of shares(1.3)

Fair value of earn-out consideration(17.1)Net proceeds from the sale of shares

356.6

Non-controlling interests

135.2

Effect on equity attributable to owners of the Company

221.4

Annual Report 2022

171

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
17. Non-controlling interests continued

The following table summarises the effect of the transaction on the Company's equity
attributable to shareholders:Acquisition of additional shares in EBICIn August 2021, Fertiglobe acquired an additional 25% stake in OCI MEPCO Cayman Limited
from KBR. As a result of this transaction OCI's share in Egypt Basic Industries Corporation(EBIC) increased from 34.8% to 43.5% (prior to the Fertiglobe IPO). The consideration of
USD 43.0 million includes a transfer of KBR's receivable related to unpaid dividends of USD
4.6 million, resulting in a net consideration of USD 38.4 million.

$ millions
Proceeds from sale of shares

461.1

Fees related to the sale of shares(14.1)Net proceeds from the sale of shares

447.0

Indemnities

The following table summarises the effect of the transaction on the Company's equity
attributable to shareholders:$ millions
Carrying amount of non-controlling interests acquired

44.4

Consideration paid to non-controlling interests in cash

(38.4)

Effect on equity attributable to owners of the Company

6.0

26.7

Effect on total equity

473.7

Non-controlling interests

141.0

Effect on equity attributable to owners of the Company

332.7

18. Loans and borrowings$ millions

2022

2021

Fertiglobe IPO

At 1 January

3,800.8

4,416.6

On 27 October 2021, Fertiglobe listed on the Abu Dhabi Securities Exchange ("ADX")
under the ticker “FERTIGLB” and the International Securities Identification Numbering (Isin)
code “AEF000901015”.

Proceeds from loans

1,073.0

2,248.3

Repayment / proceeds from bank overdraft facility(354.8)398.4

Repayment and redemption of loans and borrowings(1,587.8)(3,186.1)

Newly incurred transaction costs / (bond) premiums(2.5)(10.0)

Amortization of transaction costs / (bond) premiums

28.1

39.3

Effect of movement in exchange rates(81.1)(105.7)

At 31 December

2,875.7

3,800.8

Non-current

OCI sold 8% of the total shares in Fertiglobe, in total 13.8% of the Fertiglobe’s share capital
was listed. Following the IPO, OCI’s shareholding percentage in Fertiglobe is 50% plus one
share (and OCI retains control over Fertiglobe). OCI’s proceeds from the sale of its sharesamount to USD 461.1 million and fees related to Fertiglobe IPO amount to USD 14.1 million,
resulting in net proceeds of USD 447.0 million.
As part of the equity offering indemnifications were agreed between shareholders. In 2021,
this resulted in a change of the indemnifications previously recorded as part of the Fertiglobe
PPA. Reference is made to note 21.

2,572.3

3,290.2

Current

303.4

510.6

Total

2,875.7

3,800.8

The effect of movement in exchange rate mainly relates to EUR and DZD denominated loans,which are different from the Group’s presentation currency. Information about the Group’s
exposure to interest rate, foreign currency and liquidity risk is disclosed in the financial risk
and capital management paragraph in note 6.

Annual Report 2022

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
18. Loans and borrowings continued
Principal amount($ millions)Interest rate

Date of maturity

Long-term
portion($ millions)Short-term
portion($ millions)

Fair value Collateral /($ millions) guarantee

Borrowing company

Type of loan

SorfertSecured loan facility

USD 961.3(DZD 114,440.0)

Algerian bank interest rateplus rate of 1.95%

June 2026

231.9

165.6

66.3

N/a

2

IFCo

Unsecured senior notes

USD 150.0

Fixed 4.00%

December 2032

148.1

148.1

-

143.7

3

USD 344.4

Fixed 5.00%

December 2042

349.6

349.6

-

323.6

3

USD 344.4

Fixed 5.00%

December 2050

345.4

345.4

-

322.7

3

USD 1,100.0

LIBOR + 1.05%

February 2023 (extendable)

900.0

900.0

-

900.0

4

USD 300.0

SOFR +1.50%

January 2026

-

-

-

-

4

USD 600.0

SOFR +1.75%

January 2028

-

-

-

-

4

-

-

-

- N/a

Fertiglobe plc

Unsecured loan facility

Fertiglobe plc

Unsecured loan facility

USD 600.0

SOFR +1.4%

December 2027

OCI N.V.

Unsecured senior notes

USD 324.0

Fixed 4.625%

October 2025

285.8

285.8

-

273.9

5

EUR 360.0(USD 385.6)

Fixed 3.625%

October 2025

384.0

384.0

-

380.9

5

(6.2)

(6.2)

-

-

6
7

OCI N.V.

Unsecured loan facility

USD 1,100.0

Libor + 0.85%

April 2027

OCIN

Inventory financing

USD 213.7(EUR 199.6)

EURIBOR +0.85%

No defined maturity

213.8

-

213.8

213.8

FD, FFT

Trade finance facility

USD 95.0

SOFR + 1.00%

Renewed annually

23.3

-

23.3

23.3 N/a

FD, FFT, Fertil

Working capital facility

USD 50.0

LIBOR/EIBOR/SOFR + 1.50% April 2023 (extendable)

-

-

-

-

2,875.7

2,572.3

303.4

N/a

Total 31 December 2022

1

As at 31 December 2022 the carrying amount of loans and borrowings excludes interest of USD 12.6 million.

2

Debt service reserve account, ban for any disposal or decrease of the Company share and assets.

3

The Notes are guaranteed, jointly and severally, by IFCo and OCI N.V.

4

The loan is guaranteed, jointly and severally, by Fertiglobe plc, EFC, Fertil, FFT, FD and OFTS.

5

Carrying
amount($ millions)1

8

The Notes are guaranteed, jointly and severally, by BioMCN, BioMCN Holding II B.V., OCIN, OCI Chemicals B.V., OCI Fertilizers B.V., OCI Fertilizer International B.V., OCI Intermediate B.V., OCI Chem 4 B.V., OCI Partners
LP and OCI Beaumont LLC.

6

Guaranteed, jointly and severally, by OCI Chemicals B.V., OCI Fertilizers B.V., OCI Fertilizer International B.V. and OCI Intermediate B.V.

7

Guaranteed, jointly and severally, by OCIN and OCI N.V.

8

Guaranteed, jointly and severally, by FD, Fertil and FFT.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
18. Loans and borrowings continued
Principal amount($ millions)Interest rate

Date of maturity

Long-term
portion($ millions)Short-term
portion($ millions)

Fair value Collateral /($ millions) guarantee

Borrowing company

Type of loan

SorfertSecured loan facility

USD 961.3(DZD 114,440.0)

Algerian bank interest rateplus rate of 1.95%

June 2026

294.0

228.6

65.4

N/a

2

IFCo

Secured senior notes

USD 429.0

Fixed 5.25%

December 2025

427.0

427.0

-

559.0

3

USD 425.4

Fixed 5.25%

December 2050

413.0

413.0

-

423.5

3

1,091.8

1,097.6(5.8)

1,100.0

4

Fertiglobe plc

Secured loan facility

USD 1,100.0

LIBOR + 1.05%

February 2023 (extendable)

Fertiglobe plc

Secured loan facility

USD 300.0

LIBOR + 1.75%

August 2026

-

-

-

OCI N.V.

Secured senior notes

USD 324.0

Fixed 4.625%

October 2025

321.3

321.3

-

336.6

5

EUR 360.0(USD 409.3)

Fixed 3.625%

October 2025

405.7

405.7

-

423.4

5

397.0

6

- N/a

OCI N.V.

Secured loan facility

USD 850.0

LIBOR + 1.50%

April 2023

397.0

397.0

-

OCI N.V.

Bank overdraft

N/a

N/a

No defined maturity date

383.0

-

383.0

N/a N/aOCIN

Inventory financing

USD 70.2(EUR 57.4)

1.25%

No defined maturity,
facility is uncommitted withmonthly roll overs

68.0

-

68.0

68.0

3,800.8

3,290.2

510.6

N/a

Total 31 December 2021
1

Carrying
amount($ millions)1

7

As at 31 December 2021 the carrying amount of loans and borrowings excludes interest of USD 10.9 million.

2

Debt service reserve account, ban for any disposal or decrease of the Company share and assets.

3

Certain bank accounts, property of IFCo, inventories, all funds, including equity contributions of USD 1,555.4 million by OCI.

4

The loan is guaranteed, jointly and severally, by Fertiglobe plc, EFC, Fertil, FFT (previously OCI Fertilizer Trading Ltd), FD and OFTS.

5The Notes are guaranteed, jointly and severally, by BioMCN, BioMCN Holding II B.V., OCIN, OCI Chemicals B.V., OCI Fertilizers B.V., OCI Fertilizer International B.V., OCI Intermediate B.V., OCI Chem 4 B.V., OCI Partners
LP and OCI Beaumont LLC.

6

Guaranteed, jointly and severally, by BioMCN, BioMCN Holding II B.V., OCI Chemicals B.V., OCI Fertilizers B.V., OCI Fertilizer International B.V. and OCI Intermediate B.V.

7

Stand by letter of credit of EUR 6.0 million (USD 6.8 million) and OCI N.V. guarantee of EUR 60 million (USD 68.2 million).

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
18. Loans and borrowings continued
Covenants
Certain loan agreements include financial covenants. The definitions for calculating thefinancial covenants applicable to the facilities within the Group can be summarized as follows:-

Debt Service Coverage Ratio: Income Available (revenue earned less operating expenses)
to Debt Service (net finance charges including the capital element of finance leases) or
gross profit less change in working capital to interest and principal payments.

-

Debt to Equity Ratio: Gross Debt (current and long-term debt obligations) to total Equity(the sole capital of the borrower).

-

Net Leverage Ratio: the Group’s Net Debt (meaning the aggregate amount of all
obligations of the Group, excluding intergroup loans and cash and cash equivalents, but
including finance leases) to adjusted EBITDA.

-

Interest Coverage Ratio: EBITDA, EBIT or Distribution Receipts (cash received by
the borrower by way of dividends or repayments of loans) to Finance Charges(meaning finance payments in respect of borrowings including the interest element offinance leases).

Proceeds from borrowings
Proceeds from borrowings in 2022 totaled an amount of USD 1,073.0 million (2021: USD
2,248.3) million, which consisted of net proceeds of the IFCo bonds, changes in OCIN's
inventory financing and proceeds of the trade finance facility of FD and FFT.

Redemptions
Redemptions of borrowings in 2022 totaled an amount of USD 1,587.8 million (2021: USD
3,186.1 million), which consisted of the partial repayment of the USD bond at OCI N.V.,
full repayment of the IFCo bonds, partial repayment of the Fertiglobe bridge loan, regularinstallments for borrowings and changes in the outstanding amounts of the revolving credit
and trade finance facilities within the Group.

Undrawn bank facilities
As of 31 December 2022, the Group had not drawn external bank facilities in the amountof USD 1,750.0 million (2021: USD 800.0 million). This relates to an external bank facility
at OCI N.V. of USD 1,100.0 million, Fertiglobe revolving credit facility of USD 600.0 million
and a working capital facility of USD 50.0 million. The Fertiglobe term loan of USD
900.0 million, which is undrawn at 31 December 2022, will replace the Fertiglobe bridge loan
in January 2023.

As per 31 December 2022 all financial covenants were met.

Bank overdraft
In the event the respective borrowing companies would not comply with the covenantrequirements, in total an amount of USD 1,132.1 million (2021: USD 2,648.6 million) of theloans would become immediately due. Refer to note 6.2 for additional discussion of theCompany’s liquidity risk. The external borrowings include change in control clauses thatenable the lenders to call the financing provided.

As of 31 December 2022, the bank overdraft facility of OCI N.V. amounts to zero (2021: USD
383.0 million). Reference is made to note 6.4.

Fair value measurement loans and borrowings
Except for the IFCo bonds, the senior secured notes of OCI N.V. and the loan of Sorfert, thefair value of all other loans and facilities is calculated within hierarchy category level 2. The
bonds of IFCo and OCI N.V. are measured following hierarchy category 1. The fair value of theloan of Sorfert cannot be determined as no observable market data is available.

New and amended financing arrangements in 2022
Reference is made to note 6.2.2 Refinancing activity.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
19. Lease obligations

20. Trade and other payables

The Group leases a number of office spaces, warehouses, land, employee accommodation,
computers, machinery and vehicles. Lease terms vary from 1 year to indefinite renewal
options. Calculations of the lease obligation for leases with indefinite renewal options aredone using a lease term based on the expected renewal periods and can be more than
100 years.

$ millions
At 1 January 2021

Non-current
lease obligations

Current
lease obligations$ millions

2022

2021

273.7

425.3

142.4

87.9

Amounts payable under the securitization agreement

177.4

149.7

Accrued dividend to non-controlling interests

102.8

4.1

Other payables

77.8

66.9

36.7

116.2

Trade payables
Trade payables due to related parties

Total

248.6

43.6

292.2

-

(47.3)(47.3)

Accretion of interest

8.1

0.4

8.5

Additions

30.5

2.3

32.8

Movements in carrying amount:
Payments

Note

Disposals

(4.8)

-

(4.8)

Transfers(40.6)

40.6-

EUA liabilities

(30)

(6.3)

Employee benefit liabilities

14.1

14.5

Accrued expenses

345.9

264.9

Accrued interest

12.6

10.9

Customer advance payment / deferred revenue

69.1

222.7

Other tax payable
Derivative financial instruments
Total

4.5

5.3

141.4

12.8

1,398.4

1,381.2

Modifications

3.3

1.0

4.3

Non-current

114.1

23.7

Effect of movement in exchange rates

(7.6)

(0.9)

(8.5)

Current

1,284.3

1,357.5

237.5

39.7

277.2

Total

1,398.4

1,381.2

Information about the Group’s exposure to currency and liquidity risk is included in note 6.
The carrying amount of ‘Trade and other payables’ approximates its fair value.

At 31 December 2021
Movements in carrying amount:
Payments-(47.4)(47.4)

Accretion of interest

7.6

0.6

8.2

Additions

33.2

9.8

43.0

Disposals

(0.4)

0.1

(0.3)

Transfers(46.7)

46.7-

Modifications

3.3

-

3.3

Effect of movement in exchange rates

(7.0)

(0.9)

(7.9)

227.5

48.6

276.1

At 31 December 2022

Derivative financial instruments
Derivative financial instruments consist of commodity gas hedges contracts in order to hedge
future gas price levels. The fair value of these contracts amounts to USD 141.4 million as
per 31 December 2022 (2021: USD 12.8 million). All derivatives included in trade and otherpayables are classified in the fair value hierarchy level 2.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
21. Provisions
Claims andother provisions,
onerous contracts

Donationprovision

Total

At 1 January 2022

36.4

121.1

157.5

Recorded during the year

51.2

-

51.2

Used during the year

(9.1)

-

(9.1)

Reversed

(9.9)

-

(9.9)

Effect of the movement in exchange rates(1.3)(44.2)(45.5)At 31 December 2022

67.3

76.9

144.2

Non-current

13.9

-

13.9

Current

53.4

76.9

130.3

Total

67.3

76.9

144.2

$ millions

Provision for indemnifications
As a consequence of the Fertiglobe IPO, all other shareholders of Fertiglobe plc will be
indemnified for the outcome of certain legacy legal exposures. An indemnification assetof USD 28.2 million (2021: USD 26.7 million) was recognized in other receivables as theoffsetting criteria are not met. Reference is made to note 17.

Claims and other provisions
The Group is involved in various litigations, arbitrations and commercial disputes. In cases
where it is probable that the outcome of the legal proceedings and commercial disputes will
be unfavorable, and the financial outcome can be measured reliably, a provision has beenrecognized. Reference is made to note 28 for detailed information with respect to major
ongoing litigations and claims for which no provision has been recognized.

Egypt training fund
Articles 133 and 134 of the Egyptian Labor Law No. 12 of 2003 requires all businessesin Egypt with more than 10 employees to contribute 1% of their net profit into a National
Training Fund (‘Fund’). No application guidance was issued and its constitutionality was being
challenged on multiple grounds including duplication of financial burden and contradiction toadvantages under other laws.

As such, this Law was not applied in general by businesses in the region. Following a supreme
court ruling which found the article to be constitutional in March 2022, the General Secretaryof the National Training Fund issued a circular on 18 May 2022 which re-triggered theobligation on employers to pay such contribution of 1% of their annual net profit to the Fund inaccordance with Article 134 of the Egyptian Labor Law.
External legal counsel assisted in analysing the key aspects in preparing a best estimate
for such contribution. Key assumptions included i) the treatment of such contribution astax, fee or other, ii) the statute of limitation and iii) how to consider forex translation. Other
considerations included the applications for tax free zone entities (relevant for EBIC) andpotential waiver or reduction as result of an internal training program (EFC) and impact ofinterest and penalties. The maximum exposure is estimated to be around USD 167.0 million.
When taking a statute of limitation of five years into consideration the maximum exposure islimited to USD 31.9 million (excluding interest or penalties). Based on the most likely scenario
according to external legal counsel, OCI has recognized a total provision of USD 17.7 million(USD 14.5 million for OCI SAE, USD 3.2 million for EFC and none for EBIC) considering thetreatment as a fee, a statute of limitations of five years and translation at the respective year
exchange rate.
Considering the current limited application guidance and as this is impacting majority ofbusiness in Egypt, there is an expectation that further application guidance will be issued by
the regulator in due course.

Donation provision
On 13 November 2014, the Company announced that it had decided to transfer the rights tothe amounts receivable from the first installment already paid to the Egyptian Tax Authority in2013 of EGP 2,500 million (approximately USD 360.0 million at the 2014 exchange rate) to a
Egyptian development fund (reference is made to note 28 for the claim in relation to the OCI
S.A.E. tax dispute). No formal agreement has been drafted with the fund yet and no payments
have been made to the fund. The transfer of rights has been approved by OCI’s Board of
Directors on 12 November 2014.
Following the guidance under IAS 37 (constructive obligations), the Company has presented
the transfer of rights to the fund as a donation provision. In March 2015, the Company
received a cheque of EGP 1,904 million (approximately USD 266.2 million at the 2015
exchange rate) from the Egyptian Authorities. At year end 2022 the carrying amount in
US dollars had been reduced to USD 76.9 million, due to the devaluation of the EGP since
March 2015.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
22. Development of cost of sales and selling, general andadministrative expenses

22.2 Employee benefit expenses$ millions

22.1 Expenses by nature$ millions

Wages and salaries
2022

2021

Note

5,351.0

3,203.5

163.0

150.2

(22.2)

454.6

408.9

(7)

599.9

891.6

Consultancy expenses

43.2

34.0

Other

126.2

67.9

Total

6,737.9

4,756.1

Cost of sales

6,365.4

4,489.7

372.5

266.4

6,737.9

4,756.1

Raw materials and consumables and finished goods
Maintenance and repair
Employee benefit expenses
Depreciation, amortization and impairment

Selling, general and administrative expenses
Total

Note

A gross amount of USD 132.2 million (2021: USD 133.8 million) was recognized in cost of
sales related to the sale of excess EUAs.
In February 2021, the extreme cold weather and spike in gas prices in the US resulted in
temporary downtime at IFCo. Due to this downtime IFCo sold back its forward purchased
gas to its supplier, which resulted in a gain from the resale of gas of USD 61.0 million. This
figure does not include and is partly offset by the lost margin due to the lower production
volumes and additional expenses associated with the downtime. The gain on the resale ofgas is recorded as part of raw materials and consumables and finished goods.

2022

2021

293.8

263.0

Social securities

9.3

8.2

Employee incentive plans

54.5

51.2

Pension cost

26.7

24.3

Share-based compensation expenses
Other employee expenses
Total(22.3)

9.2

8.5

61.1

53.7

454.6

408.9

During the financial year ended 31 December 2022, the number of key executives was 4(2021: 4 key executives), which represents the Executive Board members; Nassef Sawiris(Executive Chair), Hassan Badrawi (Chief Financial Officer) Maud de Vries (Chief Legal and
Human Capital Officer) and Ahmed El-Hoshy (Chief Executive Officer). During the financial
year ended 31 December 2022, the number of staff employed in the Group amounted to
4,059 employees (2021: 3,853 employees).

22.3 Share-based compensation arrangements
OCI has currently award agreements outstanding under four different share-based
compensation plans. In 2022 share based compensation Awards were granted under the
Performance Share Unit Plan for Executive Directors, the One Off Share Awards, theRestricted Stock Unit Plan and the Employee Performance Share Unit Plan.

Executive Director Performance Share Units Plan
In 2019, a Performance Share Unit plan was introduced for the Executive Board as
replacement for the performance share plan. The Performance Share Unit plan comprises
the conditional granting of shares in OCI. Each year a plan with a 3-year vesting period
starts. Up to 2021, Total Shareholder Return (‘TSR’) was the only performance measure. In
2021, the plan was amended and new performance measures were added. For each Award,
starting with the 2021 Award made on 8 February 2021 vesting will be dependent on relative
TSR (60% weight) and additional performance measures (40% weight), being operational
excellence, decarbonization and diversity & inclusion. The relative TSR performance ismeasured against a peer group of companies operating in a similar or the same market.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
22.3 Share-based compensation arrangements continued
Between 0% and 150% of this award will vest at the end of 3-year performance period
based on the actual performance. The fair value of these awards has been calculated usinga Monte-Carlo simulations model. The number of performance stock units comprising Shares
has been calculated based on the average OCI N.V. closing sales price of the Shares asquoted in Euronext Amsterdam on the date of the grant.
The relative TSR ranking that OCI achieves in the peer group and the achievements on theother performance measures determines the definitive number of shares that are granted
at the end of the vesting period. The remaining shares vested must be retained by themembers of the Executive Board for a period of 2 years. The expected volatility is based on
the annualised volatility of the historic daily share price return data prior to the grant dateover a period equal to the remaining performance period.
Performance Share Units Plan

2022 Grant

2021 Grant 2020 Grant 2019 Grant

Conditional shares granted

170,650

230,612Fair value at grant date (EUR)

4,075,463

4,065,690

23.88

17.63

13.69

19.46

3

3

3

3

Weighted average fair value at grant date
(EUR per share)
Vesting period at issuance (years)
Risk free interest rate

316,729

230,558

Executive Director One Off Share Award
To reward the exceptional performance of the Executive Directors in 2021, One Off Share
Awards were granted to the CEO, CFO and CLHCO. The One Off Share Awards granted on
May 25th, 2022 comprise of conditional stock units which each cover the value of one fully
paid OCI share. For the purpose of this exceptional One Off Share Award, vesting of theconditional stock units shall not be subject to forward-looking performance conditions. Apartfrom this, the terms and conditions of the One Off Share Awards are in line with the terms
and conditions as set out in the Executive Performance Stock Unit Plan 2019. The One Off
Share Awards concern a grant of conditional stock units that will generally vest, subject to the
Executive Directors’ continued engagement as an Executive Director of the Company on thedate which is the third anniversary of the Date of Grant, with Shares (to the extent applicable,
net of tax or following sell-to-cover) being subject to a two-year holding period, in line with
the Dutch Corporate Governance Code. The fair value of the One Off Share Awards is basedon OCI’s share price at the grant date. Furthermore, when measuring the fair value of One Off
Share Awards, there may be an adjustment for any expected dividends. In this case, there
will be no adjustment for dividends since the participants are entitled to dividend equivalents
during the vesting period.

4,336,020 4,486,659
One Off Share Award
Conditional shares granted
Fair value at grant date (EUR)-0.171%-0.728%-0.660%-0.659%

Expected share price volatility

44.3%

44.2%

34.5%

34.7%

Fair value at grant date (EUR per share)

Dividend yield

0.0%

0.0%

0.0%

0.0%

Vesting period at issuance (years)

Outstanding 31 December 2021-

230,612

316,729

Vested in 2022

-

-

-

-

Expired in 2022

-

-

-

(230,558)

23,26331,43643,179-193,913

262,048359,908-

Dividend equivalent shares1
Outstanding 31 December 2022

230,558

In 2022 dividend equivalents shares were granted with the dividend payment on June 22nd, 2022

49,5191,736,136
35.06
3

Dividend yield

0.0%

Outstanding 31 December 2021
Dividend equivalent shares1
Outstanding 31 December 2022

1
12022 Grant

6,749
56,268In 2022 dividend equivalents shares were granted with the dividend payment on June 22nd, 2022(€1.45) and on October 31st, 2022 (€3.55)(€1.45) and on October 31st, 2022 (€3.55)

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
22.3 Share-based compensation arrangements continued

Employee Performance Share Units Plan

Restricted Stock Units Plan
For the level below the Board, a Restricted Stock Units Plan was implemented to replace
the Bonus Matching Plan. First award granted under this plan was made in 2019. Executive
Directors are not eligible for RSU grants. The Restricted Stock Units Plan comprises theconditional granting of shares in OCI. The total gross entitlement of an eligible employee
under the applicable short-term incentive plan will be paid out partly in cash in accordancewith the short-term incentive plan and partly in awards in accordance with this RSU plan.
Shares will vest for one third of the restricted stock units comprising the award at the second
anniversary of the date of grant and for two thirds of the restricted stock units comprising theaward on the third anniversary of the date of grant subject to still being employed by OCI.
The RSU entitles the participants to dividend equivalents.
The fair value of the RSUs awarded is based on OCI’s share price at the grant date.
Furthermore, when measuring the fair value of RSU share awards, there may be an
adjustment for any expected dividends. In this case, there will be no adjustment for dividends
since the participants are entitled to dividend equivalents during the vesting period.
Restricted Stock Units Plan
Conditional shares granted
Fair value at grant date (EUR)
Fair value at grant date (EUR per share)
Vesting period at issuance (years)
Dividend yield

2022 Grant 2021 Grant

2020 Grant

2019 Grant

132,666

89,900206,253

7,130,129 2,409,215

251,415

945,748

5,455,392

28.36

18.16

10.52

26.45

3

3

3

3

0.0%

0.0%

0.0%

0.0%

Outstanding 31 December 2021-

125,157

79,027

120,615

Forfeited in 2022-

(9,869)(2,729)(1,931)

Vested in 2022-

(1,748)(35,122)(118,684)

In 2021, the Employee Performance Share Units Plan was introduced for key Employees. The
Employee Performance Share Units Plan is similar to the Executive Director Performance
Share Units Plan. For the 2021 Award made on 8 February 2021 vesting will bedependent on relative TSR (60% weight) and additional performance measures (40% weight),
being operational excellence, decarbonization and diversity & inclusion. The relative TSR
performance is measured against a peer group of companies operating in a similar or thesame market. Between 0% and 150% of this award will vest at the end of 3-year performance
period based on the actual performance. The fair value of these awards has been calculatedusing a Monte-Carlo simulations model. The number of performance stock units comprising
Shares has been calculated based on the average OCI N.V. closing sales price of the Sharesas quoted in Euronext Amsterdam on the date of the grant.
The relative TSR ranking that OCI achieves in the peer group and the achievements on theother performance measures determines the definitive number of shares that are granted
at the end of the vesting period. The remaining shares vested must be retained by theemployees for a period of 2 years. The expected volatility is based on the annualised volatilityof the historic daily share price return data prior to the grant date over a period equal to theremaining performance period.
Employee Performance Share Units Plan

12,23414,006

Fair value at grant date (EUR)

292,172

246,926

23.88

17.63

3

3

Weighted average fair value at grant date (EUR per share)
Vesting period at issuance (years)
Risk free interest rate

-0.171%-0.728%

Expected share price volatility

44.3%

44.2%

Dividend yield

0.0%

0.0%

-

14,006

Initial awards (new joiners)-

13,652

10,925-

Dividend equivalent shares1

33,426

16,797

7,728-

Vested in 2022

284,841

143,989

59,829Dividend equivalent shares1-

Outstanding 31 December 2022
1

In 2022 dividend equivalents shares were granted with the dividend payment on June 22nd, 2022(€1.45) and on October 31st, 2022 (€3.55)

12021 Grant

Conditional shares granted

Outstanding 31 December 2021

Outstanding 31 December 2022

2022 Grant

-

-

1,666

1,909

13,90015,915

In 2022 dividend equivalents shares were granted with the dividend payment on June 22nd, 2022(€1.45) and on October 31st, 2022 (€3.55)

Annual Report 2022 180

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
23. Other income

25. Net finance cost

$ millions

2022

2021

Insurance proceeds

28.5

-

Other

1.1

1.4

Total

29.6

1.4

Insurance proceeds of USD 28.5 million mainly relate to IFCo (USD 20.5 million) and OCIN(USD 5.0 million).

2022

2021

Interest income on loans and receivables

7.0

4.0

Derivatives gain

31.2

0.3

Foreign exchange gain

256.1

30.3

Finance income

294.3

34.6

Interest expense and other financing costs on financial liabilities
measured at amortized cost

(243.5)(281.0)Derivatives loss

24. Other expenses$ millions$ millions

2022

2021

Other

0.5

1.2

Total

0.5

1.2

(7.8)

-

Foreign exchange loss

(229.0)(27.8)

Finance cost

(480.3)(308.8)

Net finance cost recognized in profit or loss

(186.0)(274.2)

Included in the interest expense and other financing costs on financial liabilities measured
at amortized cost are debt refinancing costs of USD 68.5 million (2021: USD 61.7 million).
This consists of a call premium of USD 49.8 million (2021: USD 37.4 million) related toearly redemption of bonds and accelerated amortization of USD 18.7 million (2021: USD
24.3 million).
For the interest expense related to lease obligations, reference is made to note 19.
The foreign exchange gains and losses mainly relate to external financing, FX derivatives
and to the revaluation of intercompany balances in foreign currencies. The increase inforeign exchange gains and losses is driven by the depreciation of the Egyptian Poundand Euro against the US Dollar in 2022, compared to a more stable environment in 2021.
In addition, foreign exchange gains driven by intercompany loans have impacted the profit
and loss statement in the first half year as these loans had been dedesignated fromthe net investment hedge of foreign operations. Prior year and from July 2022 onwards
these loans are not expected to be settled in the near future as a result of which theaccounting treatment of the related foreign exchange gains or losses are recognised in othercomprehensive income, instead of profit or loss.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
26. Earnings per share

27. Segment reporting$ millions

2021

1,237.4

570.5

210,274,265

209,852,247

5.885

2.719

Segment policy
The Company derives the results of the business segments directly from its internalmanagement reporting system. All segments are managed separately because they requiredifferent operating strategies and use their own assets and employees. The entities grouped
together in each segment have similar regulatory environments, macroeconomic conditions,banking, insurance and public utilities.

i. Basic
Net profit attributable to shareholders
Weighted average number of ordinary shares (basic)
Basic earnings per ordinary shareii. Diluted
Net profit attributable to shareholders
Weighted average number of ordinary shares (diluted)

1,237.4

570.5

211,556,266

211,032,092

5.849

2.703

Diluted earnings per ordinary share

The Group has two revenue streams from contracts with customers that relate to the sale ofgoods, namely, Nitrogen and Methanol.

Weighted average number of ordinary shares calculation
SharesIssued ordinary shares at 1 January
Effect of treasury shares held
Weighted average number of ordinary shares outstanding
as per 31 December
Adjustment for assumed equity-settled sharebased compensation
Weighted average number of ordinary shares outstanding(diluted) as per 31 December

OCI’s reportable segments are consistent with how the Chief Operating Decision Maker(‘CODM‘) manages the business operations and views the markets it serves. The reportablesegments are: Methanol US, Methanol Europe, Nitrogen US, Nitrogen Europe and Fertiglobe.
The organizational structure of the segments is based on a number of factors that the CODM
uses to evaluate, view, and direct business operations.

2022

2022

2021

210,611,918

210,306,101(337,653)(453,854)

210,274,265

209,852,247

1,282,001

1,179,845

211,556,266

211,032,092

Segment revenues includes revenues from sales to external customers andintersegment revenues.
EBITDA, Adjusted EBITDA and profit / (loss) are the primary performance measure used by
our CODM to evaluate operating results and allocate capital resources among segments.
These are also the profitability measures used to set management and executive incentive
compensation goals. ‘Other’ consists of share-based compensation and certain corporate
general and administrative expenses that are not allocated to the segments. Segment results,
assets and liabilities include items directly attributable to a segment as well as those that canbe reasonably and consistently re-allocated.

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
27. Segment reporting continued
A summary description of each reportable segment is as follows:

Methanol US
This segment consists of OCI Beaumont (OCIB), Natgasoline LLC, the trading entity OCI
Methanol Marketing LLC (OMM US) and OCI USA Inc., an entity that serves as the US
corporate income tax payer for OCI Beaumont and OMM LLC.
OCI Beaumont is an integrated methanol and ammonia production facility that is strategicallylocated on the Texas Gulf Coast near Beaumont. Natgasoline LLC is a world scale methanol
production complex in Beaumont, Texas. OCI and its partner, Consolidated Energy Limited(CEL)/G2X, each own 50% stakes.
Natgasoline LLC is an equity-accounted investee of the Group, reference is made to note
10. Natgasoline commenced production in 2018 and due to the similarities in regulatoryenvironment, products and customer base, this equity-accounted investee has been includedin the ‘Methanol US’ segment as of 2018 on a proportionally consolidated basis. The
elimination column is used to eliminate the proportionally consolidated figures of Natgasolinethat are included in the US Methanol segment and to include the investment in, and resultsfrom Natgasoline (associate) and thereby reconcile to the Group’s reported figures.

Nitrogen US
This segment consists of Iowa Fertilizer Company (IFCo), a wholly owned nitrogen fertilizer
complex in Iowa, the trading entity, N-7 and Iowa Intermediate Fertilizer Holding, an entitythat serves as the US corporate income tax payer for Iowa Fertilizer Company. IFCo products
are sold via the trading entity.

Nitrogen Europe
This segment consists of OCI Nitrogen (OCIN). OCI Nitrogen is Europe’s second largest
integrated nitrates fertilizer producer and the world’s largest melamine producer withproduction site in Geleen, the Netherlands.

Fertiglobe
The Fertiglobe segment consists of the following entities: Egyptian Fertilizers Company(EFC), Egypt Basic Industries Corporation (EBIC), Sorfert Algerie (Sorfert), Ruwais Fertilizer
Industries LLC (Fertil), Fertiglobe Distribution (FD), Fertiglobe Fertilizer Trading (FFT,
previously OCI Fertilizer Trading), OCI Fertilizer Trade and Supply (OFTS), Fertiglobe plc and
OCI S.A.E. EFC is a granular urea producer in Egypt. EBIC is an ammonia plant in Egypt.
Sorfert is a partnership with Algeria’s state-owned oil and gas authority and is one of thelargest nitrogen fertilizer producers in North Africa. Fertil is a producer of urea fertilizer in Abu
Dhabi. FD, FFT and OFTS are trading entities based in Abu Dhabi, Dubai and the Netherlands.

Other
OCIB and Natgasoline sell mainly domestically; primarily to industrial customers in and aroundthe U.S. Gulf Coast through pipeline connections to adjacent customers, port access withdedicated methanol and ammonia import / export jetties, and truck loading facilities for bothmethanol and ammonia. OMM US is a trading entity that sells products produced by OCIB andNatgasoline. OCI USA Inc. is the US corporate taxpayer for OCIB and OMM US.

This segment consists of all remaining entities of the Group, including OCI Clean Ammonia
LLC. OCI Clean Ammonia LLC is identified as an operating segment, but due to the preoperating phase aggregation criteria are not yet met.

Methanol Europe
This segment consists of BioMCN, located at Delfzijl in the Netherlands, OCI Fuels Ltd, OCI
Fuels B.V. and OCI Methanol Marketing B.V. (OMM EU). BioMCN is one of Europe’s largest
methanol producers. BioMCN produces two types of methanol: bio-methanol and regular(also known as grey) methanol. OCI Fuels is a trading entity that supplies biogas, which isprocessed into bio-methanol and bio-fuel, and sells the bio-methanol products produced by
BioMCN. OMM EU is a trading entity that sells grey methanol products produced by BioMCN.

Annual Report 2022 183

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Other

Eliminations

Total

Notes to the consolidated financial statements continued
For the year ended 31 December
27. Segment reporting continued2022$ millions

Methanol US1

Methanol Europe

Nitrogen US

Nitrogen Europe

Fertiglobe

Total revenues

908.9

498.9

1,936.5

2,382.8

5,027.5-(1,041.5)

9,713.1

EBITDA2

284.2

108.3

709.7

239.1

2,451.7(81.4)(107.4)

3,604.2

Adjusted EBITDA2

372.1

109.1

744.3

252.6

2,473.0(75.9)

15.8

3,891.0

Income from equity-accounted investees

-

-

-

8.8

-

-

13.0

21.8

Depreciation, amortization and impairment(155.2)(18.4)(155.6)(76.0)(266.3)

(5.4)

77.0

(599.9)Finance income

11.7

0.7

6.0

24.3

67.1

228.8

(44.3)

294.3

Finance expense(45.0)(1.9)(142.7)(30.3)(192.9)(142.1)74.6(480.3)

Income tax (expense) / income(23.6)-(126.8)(41.3)(239.2)13.0

4.1(413.8)Net profit

72.1

88.7

290.6

124.6

1,820.4

12.9

17.0

2,426.3
522.3

Equity-accounted investees
Capital expenditures non-current assets
Total assets

-

-

-

47.1

-

0.2

475.0

77.7

14.0

36.3

96.6

111.1

69.2

(4.4)

400.5

1,551.5

95.0

2,095.1

927.4

5,310.0

365.7(573.6)

9,771.1

1

Including ammonia at OCIB.

2OCI 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 canbe found in section 'Other information'.

Annual Report 2022 184

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Other

Eliminations

Total

Notes to the consolidated financial statements continued
For the year ended 31 December
27. Segment reporting continued
2021$ millions

Methanol US1

Methanol Europe

Nitrogen US

Nitrogen Europe

Fertiglobe

Total revenues

789.2

531.3

827.7

1,256.8

3,310.7-(397.0)6,318.7

EBITDA2

393.0

148.5

344.3

209.3

1,571.7(75.1)(137.3)2,454.4

Adjusted EBITDA2

370.8

151.4

344.3

207.6

1,550.5(67.5)(30.6)

2,526.5

Income from equity-accounted investees

-

-

-

7.5

-

-

(0.2)

7.3

Depreciation, amortization and impairment(151.0)(303.7)(152.4)(92.1)(267.1)

(4.0)

78.7

(891.6)

Finance income

58.0

1.1

0.4

6.9

19.6

76.9

(128.3)

34.6

Finance expense(89.7)(3.1)(130.8)(9.6)(52.7)(179.3)156.4(308.8)

Income tax (expense) / income(38.6)

2.6

197.9(29.0)(295.1)25.1-(137.1)

Net profit

171.7(154.6)

259.4

93.0

976.4

(156.4)(30.7)

1,158.8
494.9

Equity-accounted investees
Capital expenditures non-current assets
Total assets

-

-

-

42.0

-

0.2

452.7

89.7

21.7

44.7

62.9

84.6

4.5

(72.9)

235.2

1,882.2

87.8

2,417.9801.8

4,921.1

318.2(617.4)9,811.6

1

Including ammonia at OCIB.

2OCI 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 canbe found in section 'Other information'.

Annual Report 2022 185

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
27. Segment reporting continued

28. Contingencies

Geographical information of continuing operations

Letters of guarantee / letters of credit

The geographic information below analyses the Group’s revenue (by destination of thegoods) and noncurrent assets (by the Company where the activities are being operated).
OCI has no single customer that represents 10 percent or more of revenues and therefore
information about major customers is not provided.

OCI has a committed guarantee facility with Rabobank for a maximum guarantee amount of
EUR 300.0 million (USD 321.3 million). Under this guarantee facility, EUR 58.4 million (USD
62.6 million) has been utilized. The facility is used to issue guarantees on behalf of thesubsidiaries, mainly for operational purposes.

Revenue

Non-current assets$ million

2022

2021

2022

2021

Europe4,247.2

2,268.6

565.3

563.1

Americas2,823.7

2,371.8

2,841.5

2,963.1

Africa & Middle East

1,092.1

362.5

3,384.2

3,492.3

Asia & Oceania

1,550.1

1,315.8

15.9

14.3

Total

9,713.1

6,318.7

6,806.9

7,032.8

OCI has an uncommitted guarantee facility with Tokio Marine Europe SA, Zürich Insurance
plc and Huler Hermes SA for a maximum guarantee amount of EUR 150.0 million (USD
160.7 million). Under this guarantee facility, EUR 79.1 million (USD 84.7 million) has beendrawn. The facility is used to issue a performance guarantee on behalf of OCIN.
OCI has an uncommitted guarantee facility for the issuance of payment undertakings
with BNP Paribas for an amount of USD 53.7 million. The facility is utilized for USD
5.5 million. The facility is used to issue guarantees on behalf of the subsidiaries, mainly for
operational purposes.

Litigations and claims
The key performance obligation of the OCI group is always the supply of products as
specified in the contracts with customers, possible additional performance obligations
included are transportation and related cost of insurance, depending on the incoterms. The
Group has two revenue streams from contracts with customers that relate to the supplyof products i.e. Nitrogen and Methanol. No impairment losses on receivables have beenrecognized (reference is made to note 6.1 and note 9).

In the normal course of business, the Group entities and joint ventures are involved in somearbitration, commercial disputes or court cases as defendants or claimants. These litigations
and commercial disputes are carefully monitored by the entities’ and Group management
and legal counsels, and are regularly assessed with due consideration for possible insurance
coverage and recourse rights on third parties. OCI does not expect these proceedings toresult in liabilities that have a material effect on the Company’s financial position.

Based on the IFRS 15 accounting policies adopted, the following modifications to thecontracts are allowed: discounts and rebates. They are all taken into account whenpresenting the segment revenues. Time value of money is not considered to be relevant
for the amendment of the revenue amount, as the payment terms are short. Also, there areno non-cash considerations that would need to be disclosed separately. No information isprovided about remaining performance obligations at current and comparative year end datethat have an original expected duration of one year or less, as allowed by IFRS 15.

In cases where it is probable that the outcome of the proceedings will be unfavorable, andthe financial outcome can be measured reliably, a provision has been recognized in thefinancial statements which is disclosed in note 21 Provisions. It should be understood that, inlight of possible future developments, such as (a) potential additional lawsuits, (b) possible
future settlements, and (c) rulings or judgments in pending lawsuits, certain cases may
result in additional liabilities and related costs. At this point in time, OCI cannot estimate any
additional amount of loss or range of loss in excess of the recorded amounts with sufficientcertainty to allow such amount or range of amounts to be meaningful. Moreover, if and to theextent that the contingent liabilities materialize, they are typically paid over a number of years
and the timing of such payments cannot be predicted with confidence.

Annual Report 2022 186

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
28. Contingencies continued
While the outcome of said cases, claims and disputes cannot be predicted with certainty,
we believe, based upon legal advice and information received, that the final outcome will notmaterially affect our consolidated financial position but could be material to our results ofoperations or cash flows in any one accounting period.

Sorfert legal caseOn 5 March 2018, the lower criminal court of Oran (Tribunal du pôle pénal spécialiséd’Oran) issued a judgment against Sorfert regarding an alleged violation of exchange control
regulations as well as the regulation of public markets and public service delegations. The
lower court ordered Sorfert to pay a fine in the amount of 5.5 billion Algerian dinars (about
USD 39.9 million) and an officer of the company received a fine of DZD 2.8 billion (about USD
20.0 million). On 7 March 2018, Sorfert lodged an appeal with the Court of Appeal of Oran,
Algeria who upheld the verdict against Sorfert in its judgment rendered on 28 November
2018. In January 2019, Sorfert lodged an appeal against this judgment with the Supreme
Court. Sorfert disputes the validity of the judgment and continues to vigorously defend its
case. To date, no Supreme Court hearing has been scheduled and during the appeal period
the enforcement of the judgment is suspended. Various renowned local and internationallaw firms have examined OCI’s legal position. No provision has been recorded by the Grouprelated to this matter.

Despite the ETA Independent Appeals Committee ruling in favor of OCI S.A.E., OCI S.A.E.
was still held to pay EGP 900 million. OCI S.A.E. has lodged a reimbursement claim for thisamount. As this dispute occurred prior to the demerger of the Engineering and Construction
Group that formed Orascom Construction PLC (‘OC’) in 2015, any liabilities and any recoveries
are shared on a 50:50 basis between OCI N.V. and OC. Should the ETA win their appeal,
OCI N.V.’s maximum share of the tax claim would be EGP 2.3 billion, which equates toapproximately USD 92.9 million (2021: USD 146.3 million). In January 2023, a judgement
was issued in favor of OCI S.A.E. rejecting the appeal of the ETA. The ETA has appealed
the decision.

Asset retirement obligations
Sorfert has a contractual asset retirement obligation in connection with the lease of its land.
This asset retirement obligation is being disclosed as a contingent liability because it is notpossible to determine a reliable estimate in both timing and value of this obligation.
OCIN entered into agreements with Royal DSM N.V. and associated company Sitech forrespectively the lease of the sites (land) on which it operates its plant and site services/usage. These agreements have an indefinite term and include an asset dismantling obligationand the obligation to clean up environmental pollution occurred after zero measurement.
These obligations have not been accounted for, since the company has no plans to end its
business activities in the foreseeable future as such the financial impact is assessed as notmaterial by the company’s management.

OCI S.A.E. tax dispute
In October 2012, the Egyptian Tax Authority (‘ETA’) raised a tax evasion claim against our
Egyptian subsidiary, OCI S.A.E. The tax dispute related to the sale of OCI S.A.E.’s cementbusiness to Lafarge SA in 2007. This was filed against OCI S.A.E. despite there being no
official investigation. Although OCI S.A.E. and its legal and tax advisors believed that the
aforementioned transaction was exempted of tax, management entered into a settlementagreement whereby EGP 7.1 billion would be paid over a 5-year period.

Fertil entered into an agreement with ADNOC for the lease of the land on which it operates
its plant. The agreement has an indefinite term and includes an asset dismantling obligationand the obligation to clean up environmental pollution occurred after decommissioning. Thisobligation has not been accounted for, since the company has no plans to end its businessactivities in the foreseeable future as such the financial impact is assessed as not material by
the company’s management.

The agreement was followed by payment of a first installment of EGP 2.5 billion in 2013.
Following the change in government, the company was exonerated from the tax claim by the
Egyptian Public Prosecutor on 18 February 2014 and subsequently by the ETA’s IndependentAppeals Committee on 4 November 2014. The ETA appealed this decision. On 13 November
2014 OCI S.A.E. announced that it would transfer its rights to EGP 1.9 billion undue paid tax
amounts to a Egyptian development fund and recorded a provision for this amount, reference
is made to note 21 Provisions.

Annual Report 2022

187

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
28. Contingencies continued
Contingent assets
A sequence of historical transactions resulted in (gross) deductible temporary tax differencesof USD 1.4 billion. However, due to a difference in interpretation of local tax regulations, thedeductible temporary differences do currently not yet meet the recognition criteria of IAS
12 / IFRIC 23. As such, at 31 December 2022, the Group has an uncertain tax liability of USD
182.9 million.

29.2 Capital commitments
Capital commitments relate to purchase commitments of property, plant and equipment.
$ millions

2021

-

0.1

Sorfert

6.7

19.1

Fertil34.5

19.8

Fertiglobe plc

30.1

-

BioMCN

0.2

5.5

OCIN

20.7

9.8

-

0.9

EBIC

1.2

4.6

29. Commitments

EFC

6.2

3.7

IFCo

48.3

2.4

29.1 Biogas purchase agreements

OCI Clean Ammonia

202.4

-

OCI Fuels B.V. enters into biogas purchase agreements around the USA for the productionof biomethanol in the methanol plant in Beaumont (Texas, USA) and for sale to the USA
transportation market. Through these long-term agreements OCI purchases biogas for a fixedprice. Per 31 December 2022, an expected 15.3 million mmbtu biogas will be purchased
over the coming years (2023 - 2029). The total expected purchase commitment per
31 December 2022 amounts to USD 147.7 million (2021: USD 154.1 million). Total contract
volume is 39.0 million mmbtu and the total contract value is USD 364.5 million (2021: USD
371.3 million).

Total

350.3

65.9

The Group is currently under examination of the tax authorities in the respective jurisdiction.
A conclusion on the treatment is expected within the next twelve months. As such, in 2022,
the related uncertain tax liability of USD 182.9 million has been reclassified from a non-current
uncertain tax position to a current uncertain tax position.

OCI Beaumont

2022

OCI Fuels USA

Blue Hydrogen offtake agreement
In November 2022, OCI Clean Ammonia LLC signed an offtake agreement for the offtake ofblue hydrogen to supply our greenfield blue ammonia facility located on the Gulf Coast of theUnited States. The agreement involves the offtake of approximately 200,000 metric tonnesof blue hydrogen per annum. The pricing of blue hydrogen is largely derived from natural
gas and power prices, supplemented by a fixed fee component. The commencement of theofftake agreement will be aligned with the commencement of production at our blue ammonia
plant, which is planned for Q1 2025. OCI N.V. acts as a guarantor for any operational liabilities
resulting from this offtake agreement.

Iowa carbon capture project
OCI has entered into long-term agreements for a project to capture and sequester CO2
produced on-site at IFCo. The project is expected to be completed by Q1 2025.

Annual Report 2022 188

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
30. Related party transactions

The following is an overview of the transactions and outstanding amounts as at
31 December 2021:

Transactions with related parties – normal course of businessTransactions with related parties occur when a relationship exists between the Company andtheir directors and key management personnel. The Company engages in the following typesof related party transactions:-Those with NNS Luxembourg Sarl for occasional consultancy services and Residencia
Europe Ltd for personnel recharges.

-

The Executive Chair’s travel as per his right to expense the use of a private aircraft for
OCI-related business travel.

-

The Company’s former construction arm which was divested on 7 March 2015 andincorporated as a separate legal entity, "Orascom Conctruction plc" (OC) in the United
Arab Emirates. The Sawiris family, the majority shareholders of OCI, also owns the
majority of the outstanding shares of OC, which qualifies OC and its subsidiaries to beclassified as related parties.

OrascomConstruction Egypt

OC Group company

-

-

0.3

0.9

-

Orascom Construction
Holding Cyprus

OC Group company

-

-

-

0.8

-

OrascomConstruction plc

OC Group company

-

-

0.2

-

-

NNS Luxembourg Sarl

Related via
shareholder Sarl

0.6

0.2

-

-

-

Nassef Sawiris

Executive chair

-

-

0.7

0.4

-

0.6

0.2

1.2

2.1

-

Transactions with associates and joint ventures

AR at
AP at Interest
Recharges year end Purchases year end expense

Related party

Relation

OrascomConstruction Egypt

OC Group company

-

1.1

0.1

0.1

-

Orascom Construction
Holding Cyprus

OC Group company

-

-

-

0.9

-

OrascomConstruction plc

OC Group company

-

-

-

-

9.8

NNS Luxembourg Sarl

Related via
shareholder Sarl

-

0.5

-

-

-

Residencia Europe Ltd

Relatedvia shareholder

1.0

0.6

-

-

-

Nassef Sawiris

Executive chair

-

-

0.9

0.5

-

1.0

2.2

1.0

1.5

9.8

Total

Relation

Total

The following is an overview of the transactions and outstanding amounts as at
31 December 2022:

AR at
AP at Interest
Recharges year end Purchases year end expense

Related party

OCI conducts transactions with its associates and joint ventures (as defined in note 3.2,
together “Equity-accounted investees”) in the ordinary course of business by buying andselling goods and services from and to various equity-accounted investees within the group.
For more information we refer to note 10.

Annual Report 2022 189

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
30. Related party transactions continued

The following is an overview of the transactions and outstanding amounts as at
31 December 2021:

The following is an overview of the transactions and outstanding amounts as at
31 December 2022:

Related party

Relation

Natgasoline LLC

Related via associate

Sitech Manufacturing AssociateServices C.V.

AR at
AP at
Revenue year end Purchases year end

Interest
incomeRelation

Natgasoline LLC

Related via associate

Sitech Manufacturing AssociateServices C.V.

AR at
AP at
Revenue year end Purchases year end

Interest
income

8.6

-

179.4

32.4

-

-

-

124.5

36.0

-

31.5

3.7

114.8

14.5

1.0

11.8

0.5

262.1

54.0

-

-

-

145.2

73.8

-

69.7

1.8

253.4

10.2

-

Sitech Services B.V.

Associate

-

0.1

18.1

2.4

-

Nitrogen Iberian
Company SL

Joint venture

24.3

-

-

0.5

-

Shanxi Fenghe
Melamine Co Ltd.

Joint venture

0.1

1.0

31.8

-

-

64.5

4.8

468.6

85.8

1.0

Utility Support
Group B.V.

Related via associate

Sitech Services B.V.

Associate

-

-

17.1

2.9

-

Nitrogen Iberian
Company SL

Joint venture

39.0

19.6

-

-

-

Shanxi Fenghe
Melamine Co Ltd.

Joint venture

0.3

-

24.0

-

-

Egypt Green
Hydrogen SAE

Associate

-

1.7

-

-

-

120.8

23.6

701.8

140.9

-

Total

Related party

Utility Support
Group B.V.

Total

Related via associate

Transactions and balances with equity-accounted investees andrelated parties
As these are transactions with equity-accounted investees and related parties, the terms andconditions may not necessarily be the same as transactions negotiated between third parties.
Management believes that the terms and conditions of all transactions and outstandingbalances with our equity-accounted investees and related parties are generally no lessfavorable to either party than those that could have been negotiated with unaffiliated parties
with respect to similar services.

31. Remuneration of the Board of Directors (key management
personnel)
We considered the members of the Board of Directors (Executive and Non-executive) to be
the key management personnel as defined in IAS 24 ‘Related parties’. For transactions withkey management personnel reference is made to note 30. No other benefits or remuneration
were provided to or have been entered into with above mentioned key management
personnel except as disclosed below.

Annual Report 2022 190

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
31. Remuneration of the Board of Directors (key management
personnel) continued
Executive Directors remuneration

Performance shares
At 31 December 2022, the Executive Directors held 815,869 conditional performance shares(2021: 777,899 including the conditional performance shares granted to A. El-Hoshy prior to
his appointment to the Board).

During the financial year ended 31 December 2022, the total remuneration costs relating to
the Executive Directors amounted to USD 13.3 million (2021: USD 13.1 million) consisting of
the elements listed in the table below:
Annualbonus

Share-based
compensation

Total
remuneration

Vesting
date

2022

Age

116,002-

N. Sawiris

61

1,000,000

150,000-

1,415,114

2,565,114

135,354-

18,453--

153,807 07-02-2023

H. Badrawi

46

1,150,000

150,000

1,298,546

1,345,970

3,944,516

58,235

-

7,938

-

-

66,173 07-02-2024

M. de Vries

50

560,000

16,335632,335

654,897

1,863,567-

43,093

5,875

-

-

48,968 07-02-2025

A. El-Hoshy

38

1,562,5003

150,000

1,764,328

1,469,509

4,946,337

309,591

43,09332,266

4,272,500

466,335

3,695,209

4,885,490

13,319,534

66,701---(66,701)- 07-02-2022

77,829-10,610--88,439 07-02-2023

66,971

-

9,130

-

-

76,101 07-02-2024-

49,558

6,756

-

-

56,314 07-02-2025

211,501

49,55826,496-32,485

-

4,428

-

-

36,913 07-02-2023

32,612

-

4,445

-

-

37,057 07-02-2024-

24,132

3,289

-

-

27,421 07-02-2025

M. de Vries total

65,097

24,132

12,162--

A. El-Hoshy

1

1

These figures exclude employer’s social security payments (USD 1.1 million).

2

Fees for the Non-Executive roles held by OCI Executives are paid to OCI N.V. This table shows theN. Sawiris

N. Sawiris total
H. Badrawi

amounts subsequently paid out by OCI to the Executives.
3

Outstanding
year end
Expired2022

Basesalary1

Total

Fertiglobe
fees2

GrantedOutstanding
Dividend
year end
Granted Equivalent
2021 conditional
Shares Vested

This figure includes base salary for the additional position as Chief Executive Officer Fertiglobe for the

H. Badrawi total

full year 2022.

M. de Vries
Annualbonus

Share-based
compensation

Total
remuneration- 07-02-2022- (116,002) 268,948(66,701) 220,854

2021

Age

Base
salary1

N. Sawiris

60

1,000,000--

2,086,600

3,086,600

47,855---(47,855)- 07-02-2022

H. Badrawi

45

1,150,000-

1,262,010

1,385,030

3,797,040

71,0611

-

9,688

-

-

80,749 07-02-2023

M. de Vries

49

560,000-

614,544

509,197

1,683,741

72,794

-

9,923

-

-

82,717 07-02-2024

A. El-Hoshy

37

1,307,6922-

1,714,688

1,533,043

4,555,423-

53,867

7,343

-

-

61,210 07-02-2025

4,017,692-

3,591,242

5,513,870

13,122,804

A. El-Hoshy total 191,710

53,867

26,954-

Total

Fertiglobe
fees- (116,002)

1

These figures exclude employer’s social security payments (USD 1.0 million).

2

This figure includes base salary for the additional position as Chief Executive Officer Fertiglobe since1

101,391(47,855) 224,676

These conditional performance shares were granted prior to appointment to the Board.

27 October 2021.

Annual Report 2022

191

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
31. Remuneration of the Board of Directors (key management
personnel) continued

Non-Executive Directors remuneration
In 2022, the total remuneration costs relating to the Non-Executive Directors amounted to
USD 2.1 million (2021: USD 1.7 million) consisting of the elements in the table below:

One Off Share Awards

2022

Nomination,
governance
HealthAudit
andsafetyAnnualcommittee Additional remuneration environment
fixed fee membershipfeecommittee
committee

M. Bennett

300,000

-

-

7,500

-

307,500

S. Schat

150,000

20,000-20,000-190,000

A. MontijnGroenewoud

150,000

-

-

7,500

20,000177,500

R.J. van de Kraats

150,000

25,000

-

7,500

-

182,500

G. Heckman

150,000

-

-

-

7,500

157,500

21,291

J. Guiraud

150,000

20,000

-

7,500

-

177,500

150,000-

449,6981-

7,500

607,198

At 31 December 2022, the Executive Directors held 56,268 One Off Share Awards (2021: nil).
GrantedOutstanding
Dividend
year end
Granted Equivalent
2021 conditional
Shares Vested

Outstanding
year end
Expired2022

Vesting
date

A. El-Hoshy-

18,737

2,554

-

-

21,291 25-05-2025

A. El-Hoshy total-

18,737

2,554

-

-

21,291

H. Badrawi-

18,737

2,554

-

-

21,291 25-05-2025

H. Badrawi total-

18,737

2,554

-

-

Total

M. de Vries-

12,045

1,641

-

-

13,686 25-05-2025

D. Welch

M. de Vries total-

12,045

1,641

-

-

13,686

D. Fraser

150,000

20,000---170,000

H. van de Kerkhof

150,000

-

-

-

7,500

157,500

1,500,000

85,000449,698

50,000Total

Restricted Stock Units shares
At 31 December 2022, the Executive Directors held 14,750 RSU shares (2021: 47,212).

1

42,500 2,127,198

The additional fee for Mr. Welch is for his services as Non-Executive Director of the Board of
Fertiglobe plc.

GrantedOutstanding
Dividend
year end
Granted Equivalent
2021 conditional
Shares(9,509)Vestingdate

M. de Vries

9,509

-

M. de Vries total

9,509

-

(9,509)--A. El-Hoshy

18,231-- (18,231)-- 17-04-2022

6,491

-

-

(6,491)-- 07-02-2022

12,981

-

1,769

-

-

14,750 07-02-2023

37,703-

1,769 (24,722)-

14,750

A. El-Hoshy total-

Outstanding
year end
Vested Expired2022- 17-04-2022

Annual Report 2022

192

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
31. Remuneration of the Board of Directors (key management
personnel) continued

12021
M. Bennett

300,000

-

-

7,500

-

307,500

S. Schat

150,000

20,000-20,000-190,000

A. MontijnGroenewoud

150,000

-

-

7,500

15,833

173,333

R.J. van de Kraats

150,000

25,000

-

7,500

-

182,500

G. Heckman

150,000

-

-

-

7,500

157,500

J. Guiraud

150,000

20,000

-

7,500

-

177,500

D. Welch

150,000-

1

73,859-7,500

231,359

D. Fraser

150,000

20,000---170,000

H. van de Kerkhof

150,000

-

-

-

7,500

157,500

1,500,000

85,00073,85950,000Fertiglobe refinancing
Total

38,333 1,747,192

The amount reported as extraordinary item for D. Welch is the fee for services on the Board of

OCI S.A.E. tax dispute
On 23 January 2023, a judgement was issued in favor of OCI S.A.E. rejecting the appeal of
the ETA. The ETA has appealed the decision.

Nomination,
governance
HealthAudit
andsafetyAnnualcommittee Additional remuneration environment
fixed fee membershipfeecommittee
committee

Total

32. Subsequent events

On 23 December 2022, Fertiglobe announced that it has refinanced its outstanding USD
900 million bridge facility, originally due in 2024, with new 3-year (USD 300 million) and5-year (USD 600 million) term facilities with interest rates of SOFR + 150bps and SOFR +175bps respectively. It further announced that it has increased its revolving credit facility from
USD 300 million to USD 600 million and extended the facility's maturity from December 2026
to 2027. The margin on the RCF has been reduced from 175bps to 140bps over SOFR. The
execution of both refinancing took place on 4 January 2023.

OCI semi-annual cash distribution
On 5 January 2023, OCI N.V. announced it confirms a semi-annual cash distribution withrespect to H2 2022 of EUR 3.50 per share (or c.USD 780 million at current exchange rates,consisting of a USD 200 million base return of capital and a variable element), in line with thecompany’s guidance given during the Q3 2022 results publication. OCI N.V. is convening an
extraordinary shareholders meeting (EGM) on 16 February 2023 to request for shareholder
approval for the H2 2022 distribution of EUR 3.50 per share through a repayment of capital,
resulting in a distribution to shareholders scheduled for April 2023.

Fertiglobe plc for the period 1 January 2021 - 26 October 2021.

OCI bond issuance
On 16 March 2023, OCI N.V. completed a bond offering consisting of USD 600.0 million
senior unsecured fixed rate notes due 2033 as part of a USD 2.0 billion global medium
term program. The notes bear interest at a rate of 6.7% per annum. The notes are seniorunsecured obligations of the Company and are guaranteed by IFCo. Interest will be payablesemi-annually. The proceeds from the offering will be used for general corporate purposes of
the Group.

Annual Report 2022 193

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the consolidated financial statements continued
For the year ended 31 December
33. External auditors’ fee

34. List of principal subsidiaries as at 31 December 2022

The service fees recognized in the financial statements 2022 for the service of KPMG
amounted to USD 5.2 million (2021: USD 5.8 million). Other assurance services provided
to the Group include services related to bond offerings, voluntary audit of otherfinancial statements, agreed upon procedures related to covenant reporting and otherstatutory requirements.
The amounts per service category are shown in the following table:of which KPMG
Accountants N.V.
(The Netherlands)

Total service fee$ millions

2022

2021

2022

2021

Audit of group financial statements

4.3

4.6

2.4

2.6

Other assurance services

0.8

1.1

0.7

0.3

Total assurance services

5.1

5.7

3.1

2.9

Tax services

0.1

0.1

-

-

Total

5.2

5.8

3.1

2.9

Percentage ofinterest

Consolidation
method

UAE

50.00

Full

The Netherlands

85.00

Full

OCI Methanol Marketing B.V.

The Netherlands

85.00

Full

OCI Nitrogen B.V.

The Netherlands

100.00Full

BioMCN B.V.

The Netherlands

85.00

Full

Iowa Fertilizer Company LLC

United States

100.00Full

OCI USA Inc.

United States

85.00

Full

OCI Partners LP / OCI Beaumont LLC

United States

85.00

Full

N-7 LLC

United States

50.00

Full

OCI Methanol Marketing LLC

United States

85.00

Full

Ruwais Fertilizer Industries LLC (Fertil)

UAE

100.00Full

Egypt Basic Industries Corporation S.A.E.

Egypt

75.00

Full

Egyptian Fertilizers Company S.A.E.

Egypt

99.96

Full

Sorfert Algérie Spa

Algeria

50.99

Full

Orascom Construction Industries S.A.E.

Egypt

99.96

Full

Fertiglobe Distribution Limited

UAE

100.00Full

OCI Fertilizer Trade and Supply B.V.

The Netherlands

100.00

Full

Fertiglobe Fertilizer Trading Limited

BVI

100.00Full

Companies

Country

Fertiglobe plc
OCI Fuels B.V.

Key subsidiaries held via Fertiglobe plc

A full list of affiliated companies will be available for public inspection at the Commercial
Registry in conformity with the provisions of Article 2:379 and 2:414 of the Dutch Civil Code.

Annual Report 2022 194

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Parent company
financial statements

Annual Report 2022 195

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Parent company statement of financial position
As at$ millions

Note

31 December 2022

31 December 2021

(41)

AssetsNon-current assets
Investment in subsidiaries

7,896.0

8,480.7

Property, plant and equipment

6.5

1.9

Right-of-use assets

2.6

3.1

Other receivables

(42)

651.4

703.5

Financial assets at fair value through other comprehensive income

(43)

2.3

2.8

Deferred tax assets

(54)

0.3

5.5

8,559.1

9,197.5

Total non-current assets
Current assets
Inventories

(44)

-

21.9

Other receivables

(42)

215.1

220.4

Cash and cash equivalents

(45)

154.8

179.5

369.9

421.8

8,929.0

9,619.3

Total current assets
Total assets

Annual Report 2022 196

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Parent company statement of financial position continued
As at$ millions

Note

31 December 2022

31 December 2021

EquityShare capital(46),(15)

5.6

5.6

Share premium(15)

5,261.7

6,316.3

Reserves(16)(2,263.5)(1,820.4)

Retained earnings

4,101.1

2,773.4

Total equity

7,104.9

7,274.9

663.5

1,124.1

2.1

2.6

-

-

665.6

1,126.7

991.5

995.3

0.8

0.6

Liabilities
Non-current liabilities
Loans and borrowings(47)

Lease obligations
Deferred tax liabilities(54)

Total non-current liabilities
Current liabilities
Loans and borrowings(47)

Lease obligations
Income tax payable

(54)

5.9

-

Trade and other payables

(48)

160.3

221.8

Total current liabilities

1,158.5

1,217.7

Total liabilities

1,824.1

2,344.4

Total equity and liabilities

8,929.0

9,619.3

The notes on pages 202 to 216 are an integral part of these parent company financial statements.

Annual Report 2022

197

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Parent company statement of profit or loss and other comprehensive income
For the year ended 31 December$ millions

Note

2022

2021

Revenue from dividend income(49)

1,300.0

1,322.2

Other income

(51)

143.7

1,417.9

General and administrative expenses(50)(51.0)(36.6)

Other expenses(52)(22.8)(40.6)

1,369.9

2,662.9

Operating profit
Finance income

(53)

133.3

168.8

Finance cost

(53)

(186.6)(363.5)(53.3)(194.7)

1,316.6

2,468.2

31.9

31.9

1,348.5

2,500.1(441.7)(463.6)

(0.5)

0.1

Other comprehensive income, net of tax(442.2)(463.5)

Total comprehensive income

906.3

2,036.6

Net finance cost
Profit before income tax
Income tax(54)

Net profit
Other comprehensive income:Items that are or may be reclassified subsequently to profit or loss
Currency translation differences(46)

Items that will not be reclassified to profit or loss
Changes in the fair value of financial assets at fair value through other comprehensive income

The notes on pages 202 to 216 are an integral part of these parent company financial statements.

Annual Report 2022 198

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Parent company statement of changes in equity continued
For the year ended 31 December$ millions

Note

Balance at 1 January 2021
Net profit(46.2)

Other comprehensive income
Total comprehensive income

Other reserves

Retained earnings

Equity attributableto owners of
the company

Share capital

Share premium

Fair value reserve

Currencytranslation

5.6

6,316.3(1.5)(1,242.2)(117.0)269.6

5,230.8

-

-

-

-

-

2,500.1

2,500.1--

0.1(463.6)--(463.5)2,036.6--

0.1(463.6)-2,500.1

Treasury shares sold / delivered

(16)

-

-

-

-

4.8

(4.8)

-

Treasury shares acquired

(16)

-

-

-

-

(1.0)

-

(1.0)

Share-based payments

(15)

-

-

-

-

-

8.5

8.5

5.6

6,316.3(1.4)(1,705.8)(113.2)2,773.4

7,274.9

-

-

-

-

-

1,348.5

1,348.5

-

-

(0.5)

(441.7)--(442.2)

Balance at 31 December 2021
Net profit(46.2)

Other comprehensive income
Total comprehensive income

-

-

(0.5)

(441.7)-

1,348.5

906.3

Share capital increase(15)

1,083.0(1,083.0)

-

-

-

-

-

Share capital decrease(15)(13.9)

13.9

-

-

-

-

-

Capital repayment(15)(1,069.1)

-

-

-

-

-

(1,069.1)

Issuing shares

(15)

-

14.5

-

-

(14.5)--

Dividend payment

(15)

-

-

-

-

-

(14.4)(14.4)

Treasury shares sold / delivered

(16)

-

-

-

-

15.6

(15.6)-

Treasury shares acquired

(16)

-

-

-

-

(2.0)

-

(2.0)

Share-based payments

(15)

-

-

-

-

-

9.2

9.2

5.6

5,261.7(1.9)(2,147.5)(114.1)

4,101.1

7,104.9

Balance at 31 December 2022

The notes on pages 202 to 216 are an integral part of these parent company financial statements.

Annual Report 2022 199

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Parent company statement of cash flows
For the year ended 31 December$ millions

Note

2022

2021

Net profit(46.2)

1,348.5

2,500.1

Adjustments for:
Depreciation

(50)

0.9

0.9

Interest income(53)(39.5)(70.3)

Interest expense

(53)

62.4

160.9

Net foreign exchange (gain) / loss

(53)

30.4

104.1

Revenue from dividend income(49)(1,300.0)(1,322.2)

Reversal of impairment of subsidiaries
Equity-settled share-based payment transactions
Income tax expense(51)(143.1)(1,417.7)(22.2),(50)

9.2

8.5

(54)

(31.9)(31.9)

Changes in:Inventories

(44)

21.9

(21.9)

Other receivables(42)(99.0)(106.4)

Trade and other payables

(48)

32.4

4.7

Interest paid

(39.4)(175.4)

Settlement interest derivatives

25.0

-

Interest received

19.8

58.5

Dividends received

1,300.0

1,322.2

Cash flow from operating activities

1,197.6

1,014.1

(5.1)

(1.1)

Cash flows:

Investments in intangible fixed assets
Capital repayment from subsidiaries

(41)

250.0

-

Capital contributions to subsidiaries

(41)

-

(261.4)244.9(262.5)

Cash flow from / (used in) investing activities

Annual Report 2022 200

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Parent company statement of cash flows continued
For the year ended 31 December$ millions

Note

2022

Purchase of treasury shares

(16)

(0.2)

(1.0)

Proceeds from borrowings

(47)

-

909.2

Proceeds from borrowings from subsidiaries

(47)

493.8

600.6

Repayment of borrowings(47)(406.2)(2,401.2)

Repayment of borrowings from subsidiaries(47)(105.9)(8.0)

Newly incurred transaction costs / call premium

(47)

(7.5)

(0.1)

Distributions paid to owners of the Company(15)(1,059.0)-

Witholding tax on dividends to owners the Company

(15)

(2.2)

-

Settlement FX derivatives(53)(30.5)(72.8)

(0.7)

(0.7)

(1,118.4)(974.0)324.1(222.4)

Net increase / (decrease) in cash and cash equivalents

324.1(222.4)

Cash and cash equivalents at 1 January(203.5)

14.2

34.2

4.7

154.8

(203.5)

Payment of lease obligations
Cash flows used in financing activities
Net cash flow

Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at 31 December

2021

Cash and cash equivalents in statement of financial position

(45)

154.8

179.5

Bank overdraft repayable on demand

(47)

-

(383.0)154.8(203.5)

Cash and cash equivalents in statement of cash flows

The notes on pages 202 to 216 are an integral part of these parent company financial statements.

Annual Report 2022 201

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the parent company financial statements
For the year ended 31 December
35. General

38. Summary of significant accounting policies

OCI N.V. (‘The Company’ or ‘OCI’) was established on 2 January 2013 as a public
limited liability company incorporated under Dutch law, with its head office located at
Honthorststraat 19, Amsterdam, the Netherlands. OCI is registered in the Dutch commercial
register under no. 56821166 dated 2 January 2013. OCI is a holding company and is tax
resident in the Netherlands.

Investments in subsidiaries

36. Basis of preparation
The parent company financial statements have been prepared in accordance with
International Financial Reporting Standards as endorsed by the European Union (IFRS-EU).
The parent company financial statements have been prepared on the historical cost basis,
except when otherwise indicated.
The financial year of OCI commences on 1 January and ends on 31 December. The
Company’s functional currency is the Euro (‘EUR’). Because the Company’s major foreign
operations have the US dollar as their functional currency, the presentation currency of
the Company is the US dollar (‘USD’). All values are rounded to the nearest tenth million(in millions of USD), except when stated otherwise.
The parent company financial statements have been authorized for issue by the Company’s
Board of Directors on 22 March 2023. The financial statements are subject to adoption of theAnnual General Meeting of Shareholders.

37. Accounting principles applied

These policies have been consistently applied to all years presented.
In the parent company financial statements, investments in subsidiaries are recorded at costless impairment. In the parent company statement of profit or loss and other comprehensive
income, dividend received from investments in subsidiaries is recorded as dividend income.
Due to this application, the parent company equity and net result are not equal to theconsolidated equity and net result. A reconciliation for total equity attributable to owners of
the company and total comprehensive income is presented in note 46 to the parent company
financial statements.

Capital repayments and dividend distribution
Capital repayments to the Company’s shareholders are recognized as a liability in the parent
company financial statements, in the period in which the distribution is approved by theCompany’s shareholders and the creditor opposition period has lapsed.
Dividend distributions to the Company’s shareholders are recognized as a liability in theparent company financial statements, in the period in which the distribution is approved by
the Company’s shareholders.

Dividend income
Dividend income from the Company’s subsidiaries is recognized when the right to receive
payment is established. Dividend income is presented as revenue in the statement of profit orloss and comprehensive income and as operating activities in the statement of cash flows.

In the parent company financial statements, the same accounting policies have been applied
as set out in the notes to the consolidated financial statements, except for the measurementof the subsidiaries as presented under ‘Investments in subsidiaries’ in the parent company
financial statements. These policies have been consistently applied to all years presented.
For the amendments that became applicable and the new standards not yet applicable to
OCI, reference is made to note 4.2 of the consolidated financial statements.

Annual Report 2022 202

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Our Performance

Risk Management

Corporate Governance

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Other Information

AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
39. Critical accounting judgment, estimates and assumptions
The preparation of the parent company financial statements requires management toexercise judgment and make estimates and assumptions that affect the application of theCompany’s accounting policies and the reported amounts of assets, liabilities, income andexpenses. Actual results could differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions toaccounting estimates are recognized in the period in which the estimates are revised andin any future periods affected.

If the recoverable amount of an investment is estimated to be less than its carrying amount,the carrying amount of the investment is reduced to its recoverable amount. Any impairment
loss is recognized immediately in the statement of profit or loss.
Impairment losses recognized in prior periods shall be reversed only if there has been achange in the estimates or external market information used to determine the investment’s
recoverable amount since the last impairment loss was recognized. The recoverable amountshall not exceed the carrying amount that would have been determined had no impairment
loss been recognized in prior years.

40. Financial risk and capital management

The areas involving a higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the parent company financial statements are the impairmentof the investments in subsidiaries.

Reference is made to note 6 Financial risk and capital management in the notes to theconsolidated financial statements.

Valuation of investments in subsidiaries

40.1 Credit risk

At each balance sheet date, the Company reviews whether there is an indication that its
investments in subsidiaries might be impaired.

The maximum exposure to credit risk at the reporting date is as follows:

An indication for impairment of the investments in subsidiaries may include, respectively,
management’s downward adjustment of the strategic plan. Further indications for
impairments of its investments may include other areas where observable data indicatesthat there is a measurable decrease in the estimated future cash flows. These determinations
require significant judgment. In making this judgment, management evaluates, among otherfactors, the financial performance of and business outlook for its investments, including
factors such as industry and sector performance, changes in technology and operational andfinancing cash flow.

$ millions

Note

2022

2021

Other receivables

(42)

866.5

923.9

Financial assets at fair value through othercomprehensive income

(43)

2.3

2.8

Cash and cash equivalents

(45)

154.8

179.5

1,023.6

1,106.2

Total

The maximum exposure to credit risk for other receivables by geographic region is as follows:
If any indication for impairment exists, the recoverable amount of the investments is
estimated in order to determine the extent, if any, of the impairment loss. An investment
is impaired if the recoverable amount is lower than the carrying amount. The recoverable
amount is defined as the higher of an investment’s fair value less costs to sell and its value in
use. The investments’ fair value less costs to sell represents the best estimate of the amount
OCI would receive if it sold its investments. The determination of the investment’s value in
use is based on calculations using pre-tax cash flow projections based on financial budgets
approved by management covering a 5-year period and the terminal value period.

$ millions
Middle East and Africa

2022

2021

5.7

0.5

Europe

150.1

112.1

Americas

710.7

811.3

Total

866.5

923.9

Annual Report 2022 203

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Performance Statements

Other Information

AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
40.2 Liquidity risk

Future minimum lease payments

The following are the contractual maturities of financial liabilities, including estimated interest
payments and excluding the impact of netting agreements:
31 December 2022
$ millions

Note

Carrying
amountContractual
cash flowLess than
1 year

Between 1
and 5 years

More than
5 years

Loans and borrowings

(47)

663.5

755.8

27.3

728.5

-

Loans and borrowings
from subsidiaries1

(47)

991.5

991.5

991.5

-

-

Trade and other payables

(48)

160.3

160.3

160.3

-

-

1,815.3

1,907.6

1,179.1

728.5

-

Note

Carrying
amountContractual
cash flowLess than
1 year

Between 1
and 5 years

More than
5 years

Loans and borrowings(47)

1,507.1

1,644.3

419.2

1,225.1-

Loans and borrowings
from subsidiaries1

(47)

612.3

612.3

612.3

-

-

Trade and other payables(48)

Financial liabilities

Total

31 December 2021
$ millions
Financial liabilities

Total
1

221.8

221.8

221.8

-

-

2,341.2

2,478.4

1,253.3

1,225.1-$ millions

2022

2021

Less than one year

0.8

0.8

Between one and five years

2.1

2.8

-

-

2.9

3.6

More than five years
Total

As part of the preparation of the financial statements, the Company has assessed its liquidity
risk. Liquidity risk is the risk that the Company may encounter difficulty in meeting theobligations associated with its financial liabilities that are settled by delivering cash or anotherfinancial asset. The Company has made a number of assumptions in assessing its ability tomeet its covenant requirements and satisfy obligations as they become due. Determining
these assumptions requires significant judgment about future results and cash flows. Key
assumptions include product pricing, gas pricing, utilization rates, and the ability to arrange
financing and obtain waivers for anticipated covenant breaches. Refer to note 6.2 and note 18of the notes to the consolidated financial statements for the Company’s analyses of liquidity
risk and debt covenants, respectively.
Furthermore, the Company’s financial liabilities include loans and borrowings fromsubsidiaries. Although these loans and borrowings from subsidiaries are sometimes classified
as short-term due the contractual terms, the repayment date of these loans and borrowings
can be controlled and determined by OCI and may be extended beyond one year.

The contractual cash flows do not include interest cash flow for the loan received from OCI Overseas
Holding since this loan is repayable on demand.

OCI N.V. leases office space and vehicles. The office space lease at Honthorststraat isrenewed in 2021 for a period of 5 years, with an option to renew the lease thereafter. The
office space at Willemsparkweg is leased in 2021 for an initial period of 5 years, with an
option to renew the lease thereafter. Lease payments are indexed annually.

Annual Report 2022 204

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Other Information

AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
40.3 Market risk

Interest rate risk

Foreign exchange risk
As at 31 December 2022, if the US dollar had weakened / strengthened by 5 percent against
the Euro with all other variables held constant, the translation of foreign currency receivables,
payables, cash and cash equivalents and loans and borrowings would have resulted in an
increase / decrease of USD 0.1 million of the profit of the year.

$ millions

2022

2021

Other receivables

765.9

838.4

Trade and other payables(24.7)(124.3)Loans and borrowings(758.7)(1,261.0)

19.0

53.0

The following tables demonstrate the sensitivity to a reasonably possible change in EUR-USD
exchange rates, with all other variables held constant. The impact on the Company’s generaland administrative expenses is due to changes in the fair value of monetary assets andliabilities, including inter-company positions. The Company’s exposure to foreign currencychanges for all other currencies is not material.
31 December 2022
$ millions
EUR - USD

31 December 2021
$ millions
EUR - USD

$ millions
Effect on profit before tax for the coming year

The summary of quantitative data about the Company’s exposure to foreign exchangetransaction exposure based on risk management policy for the main currencies was
as follows:

Cash and cash equivalents

The following table demonstrates the sensitivity to a reasonably possible change in interest
rates on that portion of borrowings affected. With all other variables held constant, theCompany’s profit before tax is affected through the impact on floating rate borrowings plus
refinancing of fixed rate borrowings, as follows:

Change in FX
rate

Effect on profit
before tax

Effect on equity

5 percent

0.1-(5) percent

(0.1)

-

Change in FX
rate

Effect on profit
before tax

Effect on equity

5 percent(24.7)-(5) percent

24.7

-

In basis points

2022

2021

+ 100 bps

-

(4.0)

- 100 bps-

4.0

Commodity price risk
Natural gas is one of the primary raw materials used in the OCI’s production processes. The
Company is exposed to natural gas price commodity risk for those entities that buy natural
gas at spot prices. Management monitors the development of gas prices and products’ selling
prices on a daily basis using external historical and forecast market data provided by several
data vendors. Management analyzes the potential profit margin per product based on thesedata in order to make operational and hedging decisions.
The Company enters into gas hedges on behalf of subsidiaries, in order to hedge future
gas price levels over a certain period of time. The Company uses derivatives (Basis swaps,
Index swaps and options) in order to do so and does not apply hedge accounting onthese instruments, therefore all fair value changes related to these financial instruments arerecognized in profit or loss. OCI N.V. is a participating entity in several hedge strategies of theGroup. For the hedge strategies reference is made to note 6.3.

European Emission Allowance
Several subsidiaries of OCI N.V. receive European Emission Allowances (“EUAs”) as a resultof their industrial activities in the Netherlands. The EUAs are granted annually in advance by
the Dutch Emission Authority. The amount of EUAs granted is based on an estimate of CO2
emissions in the Netherlands and the effective European emission legislation. In arrears, thesubsidiaries have to refund allowances to the Dutch Emission Authority based on actual CO2
emissions during the year. In the event that a deficit in EUAs is identified, the subsidiaries
have to purchase additional EUAs on the commodity markets to settle its liability to the Dutch
Emission Authority.

Annual Report 2022 205

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AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
40.3 Market risk continued
During the year, OCI N.V. has generated additional liquidity by selling its EUAs to the market.
To manage the price exposure on the liability towards the Dutch Emission Authority, OCI N.V.
entered into financial hedges to purchase EUAs. For further information reference is made tonote 6.3.

31 December 2021
$ millions

Note

Loans andreceivables /Assets /payables at liabilities atamortized costfair value

Financial assets
at fair value
through othercomprehensive
incomeAssetsFor the fair value of the commodity derivatives reference is made to note 42.

Other receivables

(42)

881.1

42.8

-

(43)

-

-

2.8

Financial instruments

Financial assets at fair value through othercomprehensive income

The following table presents the various categories of financial instruments:

Cash and cash equivalents

(45)

179.5

-

-

1,060.6

42.8

2.8

Total

31 December 2022
$ millions

Note

Financial assets
Loans andat fair value
receivables /Assets /through otherpayables at liabilities at comprehensive
amortized costfair value
incomeLiabilities
Loans and borrowings from third parties(47)

1,507.1--

Loans and borrowings from subsidiaries

(47)

612.3

-

-

Trade and other payables

(48)

213.0

8.8

-

2,332.4

8.8

-

Total

AssetsOther receivables

(42)

852.9

13.6

-

Financial assets at fair value through othercomprehensive income

(43)

-

-

2.3

Cash and cash equivalents

(45)

154.8

-

-

1,007.7

13.6

2.3

Total
Liabilities

The only financial instrument carried at fair value by the Company is the financial asset at fairvalue through other comprehensive income which is measured with hierarchy level 1 of thefair value hierarchy category.

41. Investment in subsidiaries

Loans and borrowings from third parties

(47)

663.5

-

-

Loans and borrowings from subsidiaries

(47)

991.5

-

-

Trade and other payables

(48)

132.6

27.7

-

At 1 January

1,787.6

27.7-

Reversal of impairment

Total$ millions

2022

2021

8,480.7

7,207.0

143.1

1,417.7

Capital contribution

-

431.9

Capital repayments(250.0)-Exchange rate differences(477.8)(575.9)7,896.0

8,480.7

At 31 December

Annual Report 2022 206

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AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
41. Investment in subsidiaries continued

42. Other receivables

Capital contributions
In 2022 a capital repayment of USD 250 million in cash was made by OCI Intermediate B.V.

$ millions

2022

2021

Receivables from subsidiaries

837.7

877.9

Impairment testing 2022

Commodity derivatives

11.0

42.8

An impairment reversal trigger was identified in OCI N.V.'s investment in subsidiaries due toan increase in share price as at 31 December 2022 compared to 2021. As a result, the Grouphas prepared an impairment test on the investment in subsidiaries in accordance with IAS
36. An impairment reversal is recognized if the estimated recoverable amount of an asset
exceeds its carrying amount.

Foreign currency derivatives

2.6-

Other receivables

15.2

3.2

Total

866.5

923.9

Non-current

651.4

703.5

Current

215.1

220.4

At 31 December

866.5

923.9

The recoverable amount has been estimated based on fair value less cost of disposal. Keyelements for the determination of fair value were the 14 days trailing share price of OCI N.V.
as at 31 December 2022 of USD 36.61 (which is measured with hierarchy level 1 of the fairvalue hierarchy category), the number of outstanding shares of OCI N.V. (210,712,004 shares)
and a control premium of 30%, which is the median bid premium for the acquisitions of Dutch
listed companies in the period 2010 - 2020 based on the price paid over and above thetrading share price to obtain control and determined to be a reasonable control premium forlisted companies. The costs of disposal are assumed to be limited and included in the control
premium assumption. This results in a recoverable amount of USD 10,029 million.
The recoverable amount of OCI Intermediate B.V. (which is the total of the investment in
subsidiaries, receivables from subsidiaries and the loans and borrowings) exceeded thecarrying amount of the investment. As a result, an impairment reversal of USD 143.1 million
is recognized in the Parent company statement of Profit or Loss and Other Comprehensive
Income. The accumulated impairment as at 31 December 2022 amounts to nil.
List of subsidiaries as at 31 December 2022:
Name

Country of incorporation

Ownership %OCI Intermediate B.V.

The Netherlands

100.0

OCI UK Ltd.

United Kingdom

100.0

The carrying amount of receivables approximates their fair value.
The assessment of the expected credit losses did not result in an impairment of receivables.
This will be monitored on a continuous basis going forward and periodically reassessed.
Specification of receivables from subsidiaries:$ millions

Type

Interest %2022
Longterm

Iowa Intermediate Fertilizer
Holding Corp

Unsecured 5.2% fixed

-

-

40.6

-

Iowa Intermediate Fertilizer
Holding Corp

Unsecured 5.2% fixed

635.7

-

662.9

-

Iowa Intermediate Fertilizer
Holding Corp

Unsecured 5.1% fixed

-

-

-

104.7

Other receivables subsidiaries

-

15.5

186.5

-

69.7

651.2

186.5

703.5

174.4

Total

-

2022
Shortterm

2021
Longterm

2021
Shortterm

OCI Intermediate B.V. is a holding company which has all operating companies
as subsidiaries.

Annual Report 2022 207

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AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
43. Financial assets at fair value through other comprehensive
income$ millions

2022

2021

Orascom Construction Limited (Dubai)

2.3

2.8

Total

2.3

2.8

46. Equity attributable to owners of the Parent Company
46.1 Reconciliation of consolidated income and equity attributable toshareholders to Parent Company income and equity attributable toowners$ millions

2022
Equity2022
Profit /Loss

2021
Equity2021
Profit /Loss

Orascom Construction Limited is a related party.

Consolidated equity attributable to owners of
the Company

2,323.7

1,179.6

1,999.0

521.1

44. Inventories

Revaluation of subsidiaries

5,472.8

143.1

5,329.7

1,417.7

Difference gain on demerger 2015

(387.8)-(387.8)-Difference in profit or loss

2,744.5(32.0)

2,776.5

511.9

Other comprehensive income$ millions

2022

2021

European Emission Allowances

-

21.9

Total

-

21.9

(1,928.0)(384.4)(1,543.6)(414.1)Business combination Fertiglobe(723.1)-(723.1)-Other direct equity movements (including impact
IFRS 9 adoption)(397.2)-(175.8)-During 2022, OCI N.V. sold all of its European Emission Allowances.

Parent company equity attributable to owners

7,104.9

906.3

7,274.9

2,036.6

45. Cash and cash equivalents

The differences between total shareholders’ equity and total comprehensive income
according to the consolidated financial statements and the parent company financial
statements in general relate to the accounting of investments at cost (fair value as
deemed cost upon adoption of IFRS) in the parent company financial statements andsubsequent impairments.

$ millions

2022

2021

Bank balances

154.8

179.5

Total

154.8

179.5

The bank balances are freely available for usage and are not restricted.

The reconciling items for equity and income are further detailed below.

Revaluation of subsidiaries
The revaluation of subsidiaries of USD 5,472.8 million relates to the step up in fair value at thedate of transition to IFRS, 1 January 2014. The revaluation reserve related to the deemed costvalue step-up of the subsidiaries was subsequently converted into share capital and partly
distributed as part of the demerger transaction of OCI’s E&C Business.
The Company recorded a reversal of impairment taken in previous year on subsidiaries of
USD 143.1 million in 2022 (2021: USD 1,417.7 million).

Annual Report 2022 208

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AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
46. Equity attributable to owners of the Parent Company
continued

Gain on demerger
In the 2015 parent company financial statements, the demerger gain of USD 243.0 million islower compared to the demerger gain as reported in the consolidated financial statementsof USD 630.8 million as the investment is stated at cost in the parent company financial
statements versus the equity value in the 2015 consolidated financial statements.

Difference in profit or loss
The 2022 net result is USD 32.0 million lower in the parent company financial statements
as the net gain for 2022 is USD 1,348.5 million (including reversal of the impairment taken
in previous year in subsidiaries of USD 143.1 million), whereas the net gain attributable toowners of the company in the consolidated financial statements was USD 1,237.4 million.
The 2021 net result is USD 511.9 million higher in the parent company financial statements
as the net gain for 2021 is USD 2,500.1 million (mainly driven by partly reversal of theimpairment taken in previous year in subsidiaries of USD 1,417.7 million), whereas the net
gain attributable to owners of the company in the consolidated financial statements was USD
570.5 million.

Business combination Fertiglobe
In 2021, the Fertiglobe business combination resulted in an increase of USD 723.1 million in
equity attributable to the owners of the company in the consolidated financial statements, but
had no impact on the parent company.

Other direct equity movements
The other direct equity movements mainly relates to the 15% sale of OCI methanol.

46.2 Appropriation of net profit$ millions

2022

2021

Added to retained earnings

1,348.5

2,500.1

Net profit attributable to shareholders

1,348.5

2,500.1

Upon adoption of this proposed net profit appropriation, the proposed distribution for the2022 financial year will be EUR 7.05. Subsequent to the financial year end, the company
announced a proposed payment of an interim distribution for the period H2 2022 of EUR 3.50
per share. Refer to note 59 for further details of the subsequent event. This proposed net
profit appropriation is in conformity with article 26 of the Company’s Articles of Association.

Other comprehensive income
The reconciliation item ‘Other comprehensive income’ represents hedge and currencytranslation differences which are recognized in the consolidated financial statements but notin the parent company financial statements as the investments are stated at cost.
The 2022 difference in income of USD 384.4 million comprises USD 428.7 million of currencytranslation gains, USD 44.8 million of losses on cash flow hedges and USD 0.5 million gains
on financial asset at fair value through other comprehensive income, which do not occur inthe parent company financial statements.
The 2021 difference in income of USD 414.1 million comprises USD 505.8 million of currencytranslation gains, USD 80.8 million of losses on cash flow hedges and USD 10.9 million losses
on financial asset at fair value through other comprehensive income, which do not occur inthe parent company financial statements.

Annual Report 2022 209

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AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
47. Loans and borrowings$ millions$ millions

2022

2021

Senior notes

669.7

727.1

(6.2)

397.0

Bank overdraft facility

-

383.0

Sub-total third-party

663.5

1,507.1

Term loan and revolving credit facility

OCI Overseas Holding Ltd.

0.1

0.1

OCI Nitrogen BV

525.9

466.9

OCI Clean Ammonia LLC

10.7

-

Iowa Fertilizer Company

404.3

-

-

0.1

N7

26.5

OCI Fertilizers B.V.

At 1 January

2022

2021

2,119.4

2,937.9

Proceeds from borrowings

-

909.2

Proceeds from bank overdraft facility

-

398.4

Proceeds from borrowings subsidiaries

493.8

600.6

Redemptions of borrowings(406.2)(2,401.2)

Redemptions of bank overdraft facility(354.8)-

Redemptions of borrowings subsidiaries(105.9)(8.0)-(267.3)

Redemptions of borrowings subsidiaries in kind
Newly incurred transaction costs

(7.5)

(0.1)

Amortization of transaction costs / (bond) premiums

5.3

23.5

(102.3)(73.8)

127.5

Accrued interest

13.2

0.2

24.0

17.7

At 31 December

1,655.0

2,119.4

991.5

612.3

1,655.0

2,119.4

Non-current

663.5

1,124.1

Current

991.5

995.3

1,655.0

2,119.4

OCI Personnel BV

Sub-total subsidiaries
Total

At 31 December

Effect of movement in exchange rates

Proceeds from borrowings
There were no proceeds from borrowings in 2022 (2021: USD 909.2 million). Reference ismade to note 18 of the consolidated financial statements.

Redemptions of borrowings subsidiaries in kind
Redemptions of borrowings from subsidiaries in kind of USD 267.3 million in 2021 consist ofcontributions to OCI Chemicals B.V. by settlement of loans.

Reference is made to note 18 Loans and borrowings of the consolidated financial statements
for detailed information on third-party loans and the undrawn bank facility.
The carrying amounts of loans and borrowings from subsidiaries approximates theirfair values.

Annual Report 2022 210

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AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
47. Loans and borrowings continued

48. Other payables

The maturity dates of loans and borrowings from third-party and related party are as follows:$ millions$ millions

2022

2021

Payables due to subsidiaries

110.0

192.7

Accrued interest

5.7

6.2

383.0

Commodity derivative financial instruments

27.7

8.8

400.0

Other current liabilities

16.9

14.1

160.3

221.8

2022

2021

2022

-

2023

-

2024

-

-

2025

673.9

733.3

Sub-total

673.9

1,516.3

Deducted transaction costs(10.4)

(9.2)

Total

663.5

1,507.1

Total
Non-current--

Current

160.3

221.8

Total

160.3

221.8

The carrying amount of ‘Other payables’ approximates its fair value.
Specification of loans and borrowings from subsidiaries:

49. Revenue from dividend income
2022
2021
Short-term Short-term$ millions

Type

Interest %OCI Overseas Holding Ltd.

Unsecured

LIBOR + 3.25

0.1

0.1

OCI Nitrogen

Unsecured

Deposit rate 1.75%

525.9

466.9

Iowa Fertilizer Company

Unsecured

Deposit rate 1.75%

404.3

-

OCI Clean Ammonia LLC

Unsecured

Deposit rate 1.75%

10.7

-

N7

Unsecured

Deposit rate 1.75%

26.5

127.5

OCI Fertilizers B.V.

Unsecured

Deposit rate 1.75%

24.0

17.7

OCI Personnel B.V.

Unsecured

Deposit rate 1.75%

-

0.1

991.5

612.3

Total

Revenue from dividend income in 2022 consists of USD 1,300.0 million from OCI Intermediateof which USD 1,300.0 million was in cash.

50. Development of general and administrative expenses
50.1 Expenses by nature$ millions

2022

2021

Employee benefit expenses

23.0

21.0

Depreciation

0.9

0.9

Consultancy expenses

15.0

9.7

Other

12.1

5.0

Total

51.0

36.6

Annual Report 2022

211

The expenses by nature comprise ‘general and administrative expenses’.

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AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
53. Net finance cost

50.2 Employee benefit expenses$ millions

2022

2021

Wages and salaries

8.7

8.0

Interest income on loans and receivables third-party

2.8

0.1

Social securities

0.8

0.4

Interest income on loans and receivables subsidiaries

36.7

70.2

Employee profit sharing

2.6

3.0

Foreign exchange gain

93.8

98.5

Pension cost

1.7

1.1

Share-based compensation expense

9.2

8.5

Finance income

133.3

168.8
(160.5)21.0

Interest expense and other financing costs on financial liabilities
measured at amortized cost third-party(44.8)

23.0

Interest expense and other financing costs on financial liabilities
measured at amortized cost subsidiaries(17.6)(0.4)

Foreign exchange loss

(124.2)(202.6)

Finance cost(186.6)(363.5)

Net finance cost recognized in profit or loss

(53.3)(194.7)Total

For specifications on share-based payments, reference is made to note 22.3 of the notes tothe consolidated financial statements.

51. Other income$ millions

2022

2021

Reversal of impairment of subsidiaries

143.1

1,417.7

Other

0.6

0.2

Total

143.7

1,417.9$ millions

2022

2021

Other

22.8

40.6

Total

22.8

40.6

$ millions

2022

2021

Foreign exchange loss includes a net loss of USD 2.6 million on foreign exchange derivatives
which were settled during the year.

52. Other expenses

Other expenses relate to recharges from subsidiaries, mainly OCI UK Ltd. Reference is madeto note 41 for the impairment of subsidiaries.

Annual Report 2022

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
54. Income taxes

54.2 Reconciliation of effective tax rate
Reconciliation of the statutory income tax rate in the Netherlands with the effective tax rate
can be summarized as follows:

54.1 Income tax in the statement of profit or loss
$ millions

2022

2021

$ millions

Current tax

37.1

21.4

Profit before income tax

1,316.6

2,468.2

Deferred tax

(5.2)

10.5

Enacted income tax rate in the Netherlands

25.8%

25.0%

Total income tax reported in profit or loss

31.9

31.9

Income tax expense calculated at the enacted
Dutch tax rate

(340.0)Current tax$ millions

2022

2021

Current year

37.1

21.4

Changes in estimates relating to prior years--

Income tax benefit reported in profit or loss

37.1

21.4

2022

%

2021

%

(25.8)(617.0)(25.0)
14.4

Reversal of impairment of subsidiaries

36.9

2.8

354.4

Expenses non-deductible

(4.8)

(0.4)

(46.3)(1.8)

Income not subject to tax

335.1

25.5

330.6

13.3

-

-

1.0

-

4.7

0.4

9.2

0.4

31.9

2.5

31.9

1.3

Change in income tax rates
Recognition of previously unrecognized tax assets
Total income tax reported in profit or loss

54.3 Deferred income tax assets and liabilities

Deferred tax

Changes in deferred tax assets and liabilities:$ millions

2022

2021

Origination and reversal of temporary differences$ millions

2022

2021

(5.2)

0.3

At 1 January

5.5

(1.2)

Changes in tax rates-

1.0

Profit or loss

(5.2)

10.5

Recognition of previously unrecognized losses-

9.2

Effect of movement in exchange rates--

Income tax benefit reported in profit or loss

(5.2)

10.5

Other

-

(3.8)

0.3

5.5

At 31 December

Other relates to change of position from net operating losses being capitalized on the balance
sheet in 2019 to creating a valuation allowance for a deferred tax asset in relation to theoperating losses.

Annual Report 2022 213

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
54.3 Deferred income tax assets and liabilities continued
Recognized deferred tax assets and liabilities:

2021$ millions

Assets$ millions

Liabilities

Net

2022

2021

2022

2021

2022

2021

Trade and other receivables

-

-

(0.3)

(0.3)

(0.3)

(0.3)

Loans and borrowings

-

-

-

(0.6)

-

(0.6)

0.6

-

-

-

0.6

-

-

6.4

-

-

-

6.4

At 31 December

0.6

6.4

(0.3)

(0.9)

0.3

5.5

Netting of fiscal positions

(0.3)

(0.9)

0.3

0.9

-

-

Amounts recognized in theStatement of Financial Position

0.3

5.5

-

-

0.3

5.5

Trade and other payables
Operating losses carry forward andtax credits

Less Between Between Between Between
than 1
1 and 5 5 and 10
10 and15 andyear
years
years 15 years 20 years
-

-

-

-

-

211.0

211.0

Unrecognized
operating losses
carry forward

-

-

-

-

-

211.0

211.0

55. Related party transactions
For an overview of the related parties, reference is made to note 30 of the consolidated
financial statements. The Company has the following current account related party balances
as at 31 December 2022:

Related party

Relation

Orascom Construction Egypt

OC Group company

Unrecognized tax assets

Residencia Europe Ltd

Related via shareholder

The Company has unrecognized carry forward tax losses related to interest deduction
limitations, which can be summarized as follows:

Nassef Sawiris
NNS Luxembourg Sarl
Total

2022
$ millions

Unlimited

Total

Gross federal
tax losses

-

-

-

-

-

218.0

218.0

Unrecognized
operating losses
carry forward

-

-

-

-

-

218.0

218.0

Total

Gross federal
tax losses

Of the deferred tax liabilities at 31 December 2022, no amount is to be settled within
12 months.

Less Between Between Between Between
than 1
1 and 5 5 and 10
10 and15 andyear
years
years 15 years 20 years

Unlimited

Revenue
Purchases
duringAR atduringAP atthe year year end the year year end
-

-

0.1

1.0

0.6

-

0.1
-

Executive chair

-

-

0.9

0.5

Related via shareholder

-

-

-

-

1.0

0.6

1.0

0.6

Annual Report 2022 214

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
55. Related party transactions continued

OCI has an uncommitted guarantee facility for the issuance of payment undertakings
with BNP Paribas for an amount of USD 53.7 million. The facility is utilized for USD
5.5 million. The facility is used to issue guarantees on behalf of the subsidiaries, mainly for
operational purposes.

The Company has the following current account related party balances as at
31 December 2021:

Related party

Relation

Orascom Construction Egypt

OC Group company

Residencia Europe Ltd

Related via shareholder

Nassef Sawiris
NNS Luxembourg Sarl

Revenue
Purchases
duringAR atduringAP atthe year year end the year year end
-

-

0.3

-

0.6

0.2

-

-

Executive chair

-

-

0.7

0.4

Related via shareholder

-

-

0.2

-

0.6

0.2

1.2

0.4

Total

The current accounts consist of management fees, transferred cost and other. Nassef Sawiris
has also received his share in distributions by the Company in respect of his shareholding.
All outstanding related party balances are unsecured.

56. Contingencies
Guarantees
OCI has provided financial guarantees to certain subsidiaries including OCIN related to its
inventory financing. For BioMCN and OMM B.V. a comfort letter was provided by OCI.

57. Employees
The total number of employees in 2022 was 76 (2021: 44 employees).

58. Fiscal unity
OCI N.V. forms a fiscal unity with several Dutch entities for corporation tax purposes. In
accordance with the standard conditions, a company and its subsidiaries that form the fiscal
unity are jointly and severally liable for taxation payable by the fiscal unity. The following
entities are included in the fiscal unity headed by OCI N.V.:-

OCI N.V.

-OCI Intermediate B.V.

-

OCI Nitrogen B.V.

-

OCI Personnel B.V.

-

OCI Terminal Europoort B.V.

-

OCI Fertilizers B.V.

-

OCI China Holding B.V.

The Company has a commited guarantee facility with Rabobank for a maximum
guarantee amount of EUR 300.0 million (USD 321.3 million). Under this guarantee facility,
EUR 58.4 million (USD 62.6 million) has been utilized. The facility is used to issue guarantees
on behalf of the subsidiaries, mainly for operational purposes.
OCI has an uncommitted guarantee facility with Tokio Marine Europe SA, Zürich Insurance
plc and Huler Hermes SA for a maximum guarantee amount of EUR 150.0 million (USD
160.7 million). Under this guarantee facility, EUR 79.1 million (USD 84.7 million) has beendrawn. The facility is used to issue a performance guarantee on behalf of OCIN.

Annual Report 2022

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesNotes to the parent company financial statements continued
For the year ended 31 December
59. Subsequent events

Amsterdam, the Netherlands, 22 March 2023

OCI semi-annual cash distribution

The OCI N.V. Board of Directors

On 5 January 2023, OCI N.V. announced it confirms a semi-annual cash distribution withrespect to H2 2022 of EUR 3.50 per share (or c.USD 780 million at current exchange rates,consisting of a USD 200 million base return of capital and a variable element), in line withthe company’s guidance given during the Q3 2022 results publication. OCI N.V. convened an
extraordinary shareholders meeting (EGM) on 16 February 2023 to request for shareholder
approval for the H2 2022 distribution of EUR 3.50 per share through a repayment of capital,
resulting in a distribution to shareholders scheduled for April 2023.

Michael Bennett
Nassef Sawiris
Ahmed El-Hoshy
Hassan Badrawi
Maud de Vries
Sipko SchatJérôme Guiraud
Robert Jan van de Kraats
Gregory Heckman
Anja Montijn-GroenewoudDavid Welch
Dod Fraser
Heike van de Kerkhof

OCI bond issuance
On 16 March 2023, OCI N.V. completed a bond offering consisting of USD 600.0 million
senior unsecured fixed rate notes due 2033 as part of a USD 2.0 billion global medium
term program. The notes bear interest at a rate of 6.7% per annum. The notes are seniorunsecured obligations of the Company and are guaranteed by IFCo. Interest will be payablesemi-annually. The proceeds from the offering will be used for general corporate purposes of
the Group.

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About Us

Our Performance

Risk Management

ESG
performancestatements

Corporate Governance

Performance Statements

Other Information

Appendices

ESG performance indicators

217

Sustainability ratings profile

228

About this report229

Annual Report 2022

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance statements
Environmental

Unit

2018

2019

2020

2021

2022

SASB/GRI Reference

171,203

209,512205,085

200,263

196,719

GRI 302-1

36.49

36.29

36.19

36.00

36.22

GRI 302-3

207,509268,480

273,787

263,355

240,899

RT-CH-130a.1; GRI 302-1

36.00

36.36

36.11

35.88

36.02

GRI 302-3

Energy (Ammonia)
Energy consumption (Ammonia)1

TJ

Energy intensity (Ammonia)

GJ / ton gross ammonia production

1

Energy (Ammonia & Methanol)
Energy consumption (Ammonia & Methanol)1,2

TJ

Energy intensity (Ammonia & Methanol)1,2,3

GJ / ton gross ammonia andmethanol production

Grid Electricity%

not reported not reported

1.6%

1.5%

0.0%

RT-CH-130a.1

Purchased electricity from renewable sources1%

not reported not reported

0.0%

0.0%

33.9%

RT-CH-130a.1

Self-generated energy%

not reported not reported

0

0

0.0%

RT-CH-130a.1

Emissions to Air
GHG emissions (Scope 1)1

million tons of CO2e

7.68

9.20

8.90

9.26

8.49

RT-CH-110a.1; GRI 305-1

GHG emissions (Scope 1 - CO2 to Downstream)

million tons of CO2e

3.42

4.93

5.32

4.65

4.68

-

GHG emissions (Scope 2)

million tons of CO2e

0.34

0.63

0.66

0.66

0.48

GRI 305-2

Total GHG emissions (Scope 1 + 2 EU ETS)

million tons of CO2e

11.45

14.76

14.88

14.57

13.66

GRI 305-4

GHG intensity (Scope 1 and 2)1,3

ton CO2e / N-ton
ammonia production and ton
methanol production

2.32

2.32

2.26

2.29

2.38

-

Scope 1 emissions covered under emissions limiting regulations1% (Scope 1 - Direct)

15.2%

13.8%

12.2%

11.5%

7.9%

RT-CH-110a.1

NOx

metric tons

1,795

3,018

3,485

3,120

2,794

RT-CH-120a.1

N2O

metric tons

99

132

151

151

193

RT-CH-120a.1

SO2

metric tons

126

158

163

137

130

RT-CH-120a.1

VOCs

metric tons

10

134

143

114

133

RT-CH-120a.1

NOx intensity

metric tons / ton gross ammonia
and methanol production

not reported

0.19

0.22

0.21

0.20

-

SO2 intensity

metric tons / ton gross ammonia
and methanol production

not reported

0.01

0.01

0.01

0.01

-

1

1
1

1

2019 - 2021 figures are restated due to an error in energy consumption. The impact is limited (<1%).

2

2018 - 2021 figures are restated due to change in methodology, reflecting the energy consumption and intensity for ammonia and methanol and not including downstream plants.

32022 data in scope of KPMG's limited assurance engagement, refer to the assurance report of the independent auditor on page 253.

Annual Report 2022

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Environmental performance statements continued
Environmental

Unit

2018

2019

2020

2021

2022

SASB/GRI Reference

Effluents and waste
Hazardous waste reused, recycled or recovered

thousand metric tons

not reported

1.98

1.60

2.37

2.29

RT-CH-150a.1

Hazardous waste treated or disposed ofthousand metric tons

not reported

1.27

1.50

1.62

0.81

RT-CH-150a.1

Non-hazardous waste reused, recycled or recovered

thousand metric tons

not reported

1.80

1.86

2.75

1.77

-

Non-hazardous waste treated or disposed ofthousand metric tons

not reported

18.90

27.33

14.16

13.45

-

Water intensity

M3 consumed / ton gross ammonia
and methanol production

not reported

2.30

2.50

2.79

2.55

-

Total intake by source

Million cubic meters

52.32

91.13

92.52

87.78

87.14

RT-CH-140a.1; GRI 303-3

Groundwater

Million cubic meters

7.85

17.34

17.89

16.22

15.16

-

SeawaterMillion cubic meters

22.03

49.43

48.00

46.21

50.79

-

Surface water

Million cubic meters

22.44

20.71

20.74

19.71

17.52

-

Third party water

Million cubic meters

0

3.65

5.89

5.64

3.66

-

Total water discharge by destination

Million cubic meters

12.27

52.21

49.12

42.27

47.47

RT-CH-140a.1; GRI 303-4

Groundwater

Million cubic meters

2.59

4.77

4.62

2.35

1.76

-

SeawaterMillion cubic meters

6.92

41.17

37.88

31.05

38.56

-

Surface water

Million cubic meters

0.5

1.25

1.43

2.38

3.27

-

Third party water

Million cubic meters

2.26

5.02

5.19

6.49

3.88

-

Water

Water Stress-

Total water withdrawn in regions with High or Extremely HighBaseline Water Stress%

not reported

73%

71%

72%

73%

RT-CH-140a.1

Total water consumed in regions with High or Extremely HighBaseline Water Stress%

not reported

54%

53%

62%

53%

RT-CH-140a.1

Freshwater consumption in water stressed regions

Million cubic meters

not reported

6.95

7.35

7.26

4.89

-

Annual Report 2022

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Performance Statements

Other Information

Appendices

Environmental performance statements continued
Environmental

Unit

2018

2019

2020

2021

2022

SASB/GRI Reference

Environmental Incidents

#

49

36

37

21

12

-

Environmental Incident Rate (EIR)Per 200,000 hours worked

1.01

0.59

0.66

0.35

0.19

-

Water-related permit exceedances#

not reported

12

16

5

4

RT-CH-140a.2

Environmental Incidents

Product design for use-phase efficiency
Revenue from products designed for use-phaseresource efficiency

Reporting Currency

not reported not reported $ 314 million $ 414 million $ 622 million

Million tons of ammonia (nutrienttons) and methanol (product tons)

not reported-

Production
Total

6.36

6.58

6.36

5.73

RT-CH-000.A

Annual Report 2022 220

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance statements
Social

Unit

2018

2019

2020

2021

2022

SASB/GRI Reference

Lost Time Injury Rate - total1

Per 200,000 hours worked

0.08

0.13

0.09

0.20

0.08

GRI 403-9

Lost Time Injury Rate - employees

Per 200,000 hours worked

0.03

0.06

0.06

0.20

0.08

GRI 403-9

Per 200,000 hours worked

0.16

0.23

0.14

0.21

0.08

GRI 403-9

Total Recordable Injury Rate - total

Per 200,000 hours worked

0.39

0.36

0.23

0.35

0.40

RT-CH-320a.1; GRI 403-9

Total Recordable Injury Rate - employees

Per 200,000 hours worked

0.3

0.28

0.12

0.36

0.41

RT-CH-320a.1; GRI 403-9

Total Recordable Injury Rate - contractors

Per 200,000 hours worked

0.53

0.46

0.42

0.33

0.38

RT-CH-320a.1; GRI 403-9

Fatalities

#

0

0

0

1

0

RT-CH-320a.1; GRI 403-9

Process Safety Incidents#

Process Safety Total Incident Rate

Per 200,000 hours worked

Significant Process Safety Incidents

SafetyLost Time Injury Rate - contractors
1

10

18

21

33

32

RT-CH-320a.1; GRI 403-9

0.21

0.29

0.38

0.55

0.51

RT-CH-320a.1; GRI 403-9

count

9

17

21

33

32

RT-CH-320a.1; GRI 403-9

Major Process Safety Incidents

count

1

0

0

0

0

RT-CH-320a.1; GRI 403-9

Transport incidents

#

0

0

0

0

0

RT-CH-320a.1; GRI 403-9

Chemical Stewardship
Percentage of products by revenue that contain Globally
Harmonized System of Classification and Labeling ofChemicals (GHS) Category 1 and 2 Health and Environmental
Hazardous Substances%

not reported not reported

36.6%

38.6%

35.3%

RT-CH-410b.1

Percentage of such products by revenue that have undergone a
hazard assessment%

not reported not reported

100%

100%

100%

RT-CH-410b.1

0%

0%

0%

RT-CH-410c.1

Genetically Modified Organisms (GMOs)
Percentage of products by revenue that contain GMOs
1

%

0%

0%

2022 data in scope of KPMG's limited assurance engagement, refer to the assurance report of the independent auditor on page 253.

Annual Report 2022

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSocial performance statements continued
Social

Unit

2018

2019

2020

2021

2022

SASB/GRI Reference

Total employees

#

2,933

3,715

3,682

3,853

4,059

GRI 2-7

Full-time

#

2,870

3,622

3,602

3,779

3,982

GRI 2-7Part-time

#

63

93

80

74

77

GRI 2-7

Voluntary turnover rate

%

1.0%

2.0%

2.2%

2.7%

4.3%

GRI 401-1

Employee absenteeism

%

2.3%

3.0%

1.9%

1.7%

3.1%

-

Employees covered by Collective Bargaining or Unions

%

41.4%

37.7%

38.7%

37.2%

32.7%

-

Average spend on training and development$ / employee

1,727

1,442

218

321

688

-

Women

%

8.8%

10.3%

10.5%

11.4%

12.9%

GRI 405-1

Women in technical roles

%

1.0%

1.1%

1.5%

3.3%

3.3%

GRI 405-1

Women non-technical roles

%

7.8%

9.2%

9.0%

8.1%

32.0%

GRI 405-1

%

11.1%

16.7%

23.1%

23.1%

23.1%

GRI 405-1%

not reported

18.2%

20.2%

24.0%

21.8%

GRI 405-1

Employees

Engagement and development

Diversity

Women on the Board of Directors
Women in senior leadership positions

1

Age profile
under 25

%

1.8%

1.7%

1.9%

1.9%

1.5%

GRI 405-1

25-34

%

23.5%

21.3%

18.1%

20.8%

19.3%

GRI 405-1

35-44

%

39.2%

41.8%

42.1%

42.6%

40.8%

GRI 405-1

45-54

%

22.5%

22.3%

25.1%

23.0%

25.6%

GRI 405-1

55-64

%

12.3%

12.1%

11.9%

10.8%

11.8%

GRI 405-1

65+

%

0.6%

0.8%

0.9%

0.9%

1.0%

GRI 405-1

0-5 years

%

24.9%

27.3%

21.7%

25.2%

29.2%

-

6-10 years

%

31.3%

25.3%

25.1%

25.0%

17.9%

-

11-20 years

%

32.8%

36.8%

42.8%

39.7%

40.6%

-

21+ years

%

11.0%

10.6%

10.4%

10.2%

12.3%

-

Years of service1

Now measured on an unweighted basis

Annual Report 2022 222

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Governance performance statements
Governance

Unit

2018

2019

2020

2021

2022

SASB/GRI Reference

Incident notifications

#

15

12

9

12

46

-

Incidents investigated

#

15

12

9

12

46

-

Incidents closed as substantiated#

not reported not reported not reported not reported

16-

Incidents closed as unsubstantiated#

not reported not reported not reported not reported

29-

Incidents open#

not reported not reported not reported not reported

1-

Substantial cases

#

0

0

0

1

0

-

Anonymous notifications via hotline#

not reported

3

1

4

26

-

Cybersecurity training (various topics)# employees reached

not reported

1,938

1,921

1,064

1,350

-

Compliance training (various topics, incl. code of conduct, antibribery and anti-corruption, debiasing, data privacy, and others)# employees reached

not reported

973

2,002

1,865

2,326

-

Annual Report 2022 223

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

EU Taxonomy
The European Commission has established the EU
Taxonomy as an enabler to scale up sustainable
investments and make the EU carbon neutral by 2050.
To define what is ‘sustainable’, the European Commission
has developed a catalog of economic activities, each with
criteria to determine if they substantially contribute towards
a sustainable economy – known as the EU Taxonomy.
Companies across diverse sectors, supply chains, andasset classes must use this classification system to assess
if their business activities are sustainable according to
the Taxonomy. The Commission formally adopted the
Climate Delegated Act, establishing the criteria defining
which activities substantially contribute to the first two,out of six, environmental objectives of the Taxonomy
regulation, namely climate change mitigation and climatechange adaptation. Similar Delegated Acts are expected
for four other categories: Sustainable use and protectionof water and marine resources, Transition to a circular
economy, Pollution prevention and control, and Protection
and restoration of biodiversity and ecosystems.
For FY 2022, we have disclosed eligibility and alignmenton the first two environmental objectives (climate change
mitigation and climate change adaptation) in our total
turnover, capital expenditures (CapEx) and operating
expenditures (OpEx). Eligibility means that an activity islisted in the Delegated Acts and has the potential tocontribute to one of the six environmental objectives.
Alignment means that an activity adheres to all technicalscreening criteria.
The current available definitions as included in the EU
Taxonomy are broadly formulated which leads to companies
having to interpret how this applies to its business activities
and the impact thereof on eligibility and alignment. To
our knowledge and understanding, we applied judgement,interpretations and assumptions based on current available
information to date. Future guidance could result in moreaccurate definitions and other decision-making in meeting
reporting obligations that may come into force, which could
impact future EU Taxonomy reporting.

Taxonomy eligibility
To determine taxonomy eligibility, we first identified theactivities relevant to OCI as defined by the Taxonomy
delegated acts by conducting a review of all products,
facilities, and investments. Deep dives and assessments
were performed with the local finance teams. We
determined that our activities are categorized under activity
3.15 – Manufacture of anhydrous ammonia.

description of activities and has therefore been deemedtaxonomy non-eligible. Assets that are used for both nitricacid and ammonia production, have been categorized underactivity 3.15 – Manufacture of anhydrous ammonia.

Taxonomy alignment
Eligible activities are taxonomy aligned if they meet thefollowing criteria:-

Substantially contribute to one or more of theenvironmental objectives of the EU Taxonomy
Do no significant harm (DNSH) to any of the otherenvironmental objectives
Comply with minimum social safeguards (MS)We evaluated the eligible activities in relation to thesubstantial contribution, the DNSH and MS criteria. For
FY 2022, we do not report Taxonomy-aligned activities
as we do not meet the substantial contribution, DNSH
and MS criteria yet. We refer to Sustainable benefits forour sustainability strategy and Decarbonization roadmap inthis Annual Report for our low carbon growth initiatives
and to Reporting ambitions for our roadmap towards
Corporate Sustainability Directive (CSRD) compliance(including EU Taxonomy).

The manufacturing of methanol, blends, and melamine wasassessed and does not fall under the EU Taxonomy’s

Annual Report 2022 224

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

EU Taxonomy continued
Turnover
DNSH criteria

Substantial contribution criteria(Do No Significant Harm’)
Taxonomy- Taxonomyaligned

Water
Economic

Proportion

ClimateClimateandAbsoluteofchangechangemarinemitigation adaptation resources

Water
Biodiversity Climate
CirculareconomyandchangeClimateandchangemarinePollution ecosystems mitigation adaptation resourcesalignedCategory

proportion proportion (enabling
Biodiversityofofactivity /CircularandMinimumturnover,turnover, transitional

economyPollution ecosystems safeguards

activities

Code(s)turnoverturnoveryear N

year N-1

activity)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

910)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18)

(19)

(20)

$M

%

%

%

%

%

%

%

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

%

E/T

A. ELIGIBLE ACTIVITIES
A.1. Eligible Taxonomy-aligned activities
No eligible Taxonomy-aligned activities identified
Turnover of eligible
Taxonomy-aligned
activities (A.1)-

A.2 Eligible not Taxonomy-aligned activities
Manufactureofanhydrous
ammonia

3.15

2,471 25%

No

Turnover of
eligible not
Taxonomy-aligned
activities (A.2)

2,471

Total (A.1 + A.2)

2,471 25%

B. NON-ELIGIBLE ACTIVITIES
Turnover of noneligible activities (B)7,242 75%

Total (A + B)

9,713 100%

Annual Report 2022 225

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

EU Taxonomy continued
CapEx
DNSH criteria

Substantial contribution criteria(Do No Significant Harm’)
Taxonomy- Taxonomyaligned

Water
Economic

ClimateClimateandAbsolute Proportion

changechangemarinemitigation adaptation resources

Water
Biodiversity Climate
CirculareconomyandchangeClimateandchangemarinePollution ecosystems mitigation adaptation resourcesalignedCategory

proportion proportion (enabling
Biodiversityofofactivity /CircularandMinimumturnover,turnover, transitional

economyPollution ecosystems safeguards

activities

Code(s)CapExof CapEx

year N

year N-1

activity)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

910)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18)

(19)

(20)

$M

%

%

%

%

%

%

%

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

%

E/T

A. ELIGIBLE ACTIVITIES
A.1. Eligible Taxonomy-aligned activities
No eligible Taxonomy-aligned activities identified
CapEx of eligible
Taxonomy-aligned
activities (A.1)-

A.2 Eligible not Taxonomy-aligned activities
Manufactureofanhydrous
ammonia

3.15

138 31%No

CapEx of eligible not
Taxonomy-aligned
activities (A.2)

138

Total (A.1 + A.2)

138 31%

B. NON-ELIGIBLE ACTIVITIESCapEx of non-eligible
activities (B)306 69%Total (A + B)

443 100%

Annual Report 2022 226

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

EU Taxonomy continued
OpEx
DNSH criteria

Substantial contribution criteria(Do No Significant Harm’)
Taxonomy- Taxonomyaligned

Water
Economic

ClimateClimateandProportion

changechangemarinemitigation adaptation resources

Water
Biodiversity Climate
CirculareconomyandchangeClimateandchangemarinePollution ecosystems mitigation adaptation resourcesalignedCategory

proportion proportion (enabling
Biodiversityofofactivity /CircularandMinimumturnover,turnover, transitional

economyPollution ecosystems safeguards

activities

Code(s)Absolute

of OpEx

year N

year N-1

activity)

(1)

(2)

OpEx (3)

(4)

(5)

(6)

(7)

(8)

(9)

910)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18)

(19)

(20)

$M

%

%

%

%

%

%

%

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

%

E/T

A. ELIGIBLE ACTIVITIES
A.1. Eligible Taxonomy-aligned activities
No eligible Taxonomy-aligned activities identified
OpEx of eligible
Taxonomy-aligned
activities (A.1)-

A.2 Eligible not Taxonomy-aligned activities
Manufactureofanhydrous
ammonia

3.15

40 26%

No

OpEx of eligible not
Taxonomy-aligned
activities (A.2)

40

Total (A.1 + A.2)

40 26%

B. NON-ELIGIBLE ACTIVITIESOpEx of non-eligible
activities (B)115 74%

Total (A + B)

155 100%

Annual Report 2022 227

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesSustainability ratings profile
We aim to provide stakeholders with comprehensive, accurate, and transparent disclosures.
We have been rated by various sustainability ratings agencies based on the extent of our ESG
disclosures. Where possible, we are working to address the reporting gaps.
Rating agency

Scale (lowest to highest)

2022 rating

2021 rating

MSCI

CCC to AAA

ABBB

Sustainalytics

Severe to Negligible Risk

Medium Risk

Medium Risk

CDP Climate

D- to AB

B

CDP Water

D- to AB

B

ISS ESG Corporate Rating

D- to A+CC-

EcoVadisBronze to Platinum

SilverNot scored

Annual Report 2022 228

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report
Our reporting approach
Reporting criteria
For the ESG information included in this report, OCI hasreported with reference to the Global Reporting Initiative(GRI) standards. The GRI standards provide relevant andclear requirements for ESG reporting on economic, socialand environmental aspects, while allowing for companyspecific aspects to be reported. We report in accordancewith the Regulation (EU) 2020/852 as supplemented
with Commission Delegated Regulation (EU) 2021/2139
and Commission Delegated Regulation (EU) 2021/2178(hereinafter; EU Taxonomy) and self-developed reporting
criteria as disclosed in About this report. We comply with the
EU Directive Non-Financial Reporting (NFRD), and we havetaken the SASB standards into account. We have also taken
the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD) into account.
OCI committed in 2022 to the United Nations Global
Compact to advance 10 universal principles in theareas of human rights, labour, the environment, and anticorruption efforts. This report also serves as our annualCommunication on Progress (COP) towards abiding by
these principles.
We refer to GRI Index, TCFD Index, SASB Index, UN
Global Compact Index, and the analyst's corners in thisAnnual Report.

Reporting ambitions
Where possible, we have already considered the Corporate
Sustainability Reporting Directive (CSRD), which is expected
to become effective as of Annual Report 2024, and will
replace the EU Directive Non-Financial Reporting (NFRD).
Although the draft European Sustainability ReportingStandards (ESRS) are not yet finalised, we began preparing
for the implementation in 2022. Supporting the CSRD

Analyst's
cornerimplementation, we took further steps to improve ourSustainability Governance Framework (refer to Sustainability
governance framework) by setting up a Sustainability
Steering Committee, creating a new ESG reporting teamwithin the Finance function, and amending the governancestructure around all ESG topics with the HSE&S Committee
having oversight and the Audit Committee and N&RC
Committee having responsibilities for the monitoring of theCompany’s material impacts and risks and opportunitiesof specific topics. We performed a gap assessment anddeveloped a roadmap towards CSRD compliance. Our
double materiality assessment is conducted based on theprinciples of the CSRD (refer to Materiality assessment (seepage 31) and Materiality assessment (see page 230)). In
2023, we continue with the implementation of the roadmap
towards CSRD compliance.

Restatements of information
Any changes or updates in the reported ESG performancedata due to the application of different reporting
methodologies, a revised scope or developments in theorganization, result in a full review and adjustment of prioryear data to ensure comparability of information over time.

include new acquisitions in our report as of the first fullyear after ownership. ESG information for divestments that
occurred during the reporting year is excluded for thefull year.
The data in this report refers to OCI's performance and not
to that of our contractors, unless stated otherwise.

External assurance
KPMG Accountants N.V. was engaged as an independent
assurance provider to perform an assurance engagementwith the aim of obtaining limited assurance on selectedindicators against the applied internal reporting criteria
as disclosed in this chapter. The selected indicators arehighlighted in the ESG performance indicators:-

Energy intensity (Ammonia & Methanol)
GHG intensity (Scope 1 and 2)
Lost Time Injury Rate - total
Total Recordable Injury Rate - total

Refer to page 253 for the Assurance Report of the
Independent Auditor.

Energy and GHG emisisons
Figures related to energy and GHG emissions have been
restated due to an error in energy consumption (limited
impact(<1%)), and change in methodology, reflecting
the energy consumption and intensity for ammonia andmethanol and not including downstream plants.

Boundaries and scope
The scope of the ESG information in this report covers
the OCI Group, including its subsidiaries and interests inassociates and joint ventures, unless stated otherwise. This
scope is the same as the previous year's report. Unlessstated otherwise, references to OCI should be read asreferring to the OCI Group. For our ESG information, we

GRI 2-2; GRI 2-5; GRI 2-14
Annual Report 2022 229

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Materiality assessment
Engagement with affected stakeholders is central to ourmateriality assessment. This includes the processes to
identify and assess actual and potential negative impacts,
which then informed the assessment process to identify thematerial impacts. We refer to page 229 for a description of
the stakeholder engagement.
Supported by an external consultant in 2022, we compiled along list of material ESG topics, based on peer benchmarks,
our operating environment, internal and external expertiseand the regulatory landscape. We mapped the topics along
the value chain: upstream, direct operations or downstream.
We re-grouped the topics as compared to last year andas a result of this restructuring, we identified four new
topics: Product stewardship, Human and labour rights, NonGHG pollution in our operations, and Local biodiversity andecosystem services.
Each ESG topic was assessed in terms of impact
and financial materiality, cross-checked with our risk
register and Enterprise Risk Management principles andgrouped into ESG matters. ESG issues were validatedwith internal and external stakeholders through workshops
and interviews. The results are approved by the Boardof Directors.

Double materiality
We performed the materiality assessment based on the
double materiality concept. Double materiality has twodimensions: impact materiality and financial materiality.
In identifying and assessing the impacts, risks andopportunities in our value chain to determine theirmateriality, we focused on areas where they are deemed
likely to arise, based on the nature of the activities, business
relationships, geographies and other risk factors concerned.

Analyst's
cornerWe considered how we are affected by the dependence on
the availability of natural and social resources at appropriate
prices and quality, independently of our potential impacts on
those resources.
An ESG impact may be financially material from inception
or become financially material when it becomes investor
relevant, including due to its present or likely effects on
cashflows, development, performance and position in the
short-, medium- and long-term time horizons. An ESG
matter is material when it meets the criteria definedfor impact materiality or financial materiality, or both, as
described in the following paragraphs.

Impact materiality
An ESG matter is material from an impact perspective when
it pertains to our material actual or potential, positive or
negative impacts on people or the environment over the
short-, medium- and long-term time horizons.
Impacts include those caused to or contributed by us andthose which are directly linked to the our own operations
and products through our business relationships. Business
relationships include our upstream and downstream value
chain and are not limited to direct contractual relationships.
Impacts on people or the environment include impacts inrelation to environmental, social and governance matters.
For actual negative impacts, materiality is based on theseverity of the impact, while for potential negative impacts
it is based on the severity and likelihood of the impact.
Severity is based on:-

the scale;scope; andirremediable character of the impact.

-

the scale and scope of the impact for actual
impacts; andthe scale, scope and likelihood of the impact forpotential impacts.

Scoring on impact materiality ranged from 0 - 18. An impact
materiality score above 7 is deemed as material.

Financial materiality
An ESG matter is material from a financial perspective if
it triggers or may trigger material financial effects on us.
This is the case when it generates or may generate risks oropportunities that have a material influence (or are likely tohave a material influence) on our cash flows, development,
performance, position, cost of capital or access to finance inthe short-, medium- and long-term time horizons.
The financial materiality of an ESG matter is not constrained
to matters that are within the control of us but includes
information on material risks and opportunities attributableto business relationships with other stakeholders beyond
the scope of consolidation used in the preparation offinancial statements.
Dependencies from natural and social resources are sourcesof financial risks or opportunities. Topics were assessed on
three parameters:-

Continuation of use of resource
Reliance on the relationship
Opportunities

The materiality of risks and opportunities is assessed basedon a combination of the likelihood of occurrence and thesize of the potential financial effects.
Scoring on financial materiality ranged from 0 - 4. An
financial materiality score above 1 is deemed as material.

For positive impacts, materiality is based on:

GRI 2-14; GRI 3-1
Annual Report 2022 230

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Our material matters explained
Upstream
indirect

Directoperations●●

Downstream
indirect

Material issue

Definition

Specific issues covered

Climatechange action(excluding
downstream)

We consider own operations (scope 1), purchased energy(scope 2) and upstream GHG emissions (scope 3) emissions
in this definition for climate change action and exclude
downstream impacts. Fuels and electricity used in own
operations result in GHG emissions from our plants andupstream supply chain (e.g., natural gas extraction andtransport), leading to long-term changes in the Earth's climate
and impacts on biodiversity. While it is essential to reduce GHG
emissions (Scope 1, 2 and upstream scope 3) and energy use
and mitigate our impact on the natural environment, climatechange also poses financial risks and opportunities for OCI.
Considering our operations and the resources we consume,
OCI can have a positive impact on the energy transition
through the green ammonia and hydrogen market which willcontribute to mitigating climate change.

-

-

-

-

●

Analyst's
corner●

Health, safety
and wellbeing

Promoting a healthy and safe working environment that
protects the physical and mental wellbeing of our employees(incl. contractors) while at work. This includes ensuring safe
operations and keeping employees and contractors safe andaccess to safe, clean drinking water and sanitation to maintainsufficient standards of hygiene. Health and safety of thecommunity members.

-

Non-renewable: Fuel and feedstock consumption ofnatural gas
Non-renewable: Consumption of purchased or
acquired electricity, heat, steam, and cooling from
non-renewable sources
Renewable: Fuel consumption from renewablesources (including biomass, biogas, non-fossil fuelwaste, hydrogen from renewable sources, etc.)
Scope 1 & 2 GHG emissions (CO2, CH4, N2O, HFCs,
PCFs, SF6 and NF3) and the (in)direct effect on
biodiversity loss
Emissions reduction
Transition risks
Adaptation solutions that can reduce transition andphysical climate risks
Climate-related hazards (rising sea levels, rising
global temperatures, droughts & water stress, floods,
extreme weather events)
Health & safety own workforce (incl. contractors)
Health and safety of the community
Access to safe, clean drinking water and sanitation
Work-life balance
Mental healthWorking hours

GRI 3-2
Annual Report 2022 231

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Upstream
indirect

Directoperations

Downstream
indirect●

Material issue

Definition

Specific issues covered

Product
stewardship

The development and promotion of products with the aim tominimize the impacts and dependencies on the environment,
including impacts on climate change, water and soil pollution,
biodiversity and ecosystems and maximize the impacts onsociety, by taking measures to prevent health & safety issues.
Supporting the health of the environment and people with
our products throughout the lifecycle and its sustainable
use through preventing deforestation and biodiversity decline
while maximizing yields to ensure food security.

-

Downstream scope 3 GHG emissions
Land use change related to products
Biodiversity and ecosystem services affected byproduct use
Air, water and soil pollution affected by product use(e.g. eutrophication)
Health & safety at the consumer/end-user affectedby product use
Food production / food security

With regards to nutrient recycling (focused on the end
product) we support measures to improve nutrient use
efficiency during usage of fertilizers.
●

Diversity andinclusion in ourown workforce

Building an inclusive and diverse working environment
and ensuring fair treatment and equal opportunities forall employees.

--

Fair remuneration
Gender balance and diversity of top andmiddle management
Non-discrimination, diversity and inclusion ofincluding at least but not exclusively gender, race,
religion and people with disabilities
Inequality-

Talent acquisition and retention
Entrepreneurship and agility-●

Employeeengagement,
talent &developmentof our own
workforce

Attracting, retaining and developing the best talent throughpolicies and practices related to employees. Promoting
entrepreneurship and agility to meet business challenges.

Annual Report 2022 232

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Upstream
indirect

Directoperations

Downstream
indirect●●●

Material issue

Definition

Specific issues covered

Responsible
businesspractices

Policies and practices to ensure business is based onvalues and principles that promote ethical behaviour anddecision making, protect data, mitigate financial risks, enablespeaking up, contributes positively to the economy and meetsstakeholder expectations.

-

●

●

Water in ouroperations

Impact and dependencies of our operations on freshwaterand marine water availability, quality and distribution. Actions
we take to mitigate risks, minimize impacts and adapt tochanging environment: improving our water efficiency overtime, ensuring sustainable withdrawals of freshwater especiallyin areas with water stress, and ensuring safe water discharge.
"Pollution" of surface-, ground- and marine water refers only tochemicals and metals (nitrogen is covered in other topics).

-

Data confidentiality and privacy, incl. GDPR
Cybersecurity threats
Anti-bribery and anti-corruption
Payment practices
Political engagement and lobbying activities
Policies, standards & regulatory changes andbeneficial ownership
Tax transparency
Minimum social safeguards set out in CoC
Water consumption at sites in water-stressed areas
Dependency on water
Water scarcity risk, drought
Water pollution (surface water, groundwater andmarine water) and management(Waste)water discharge
Emissions to the environment which end up in
the oceans

●

●

●

Human andlabour rights

Upholding and promoting the basic internationally recognizedrights and freedoms of employees in our own workforce and all
who work across the value chain.

-

Freedom of association
Grievance mechanisms (social dialogue)
Collective bargaining
Social security
Other human rights (child labour, forced labour, tradeunion rights)

●

●

●

Sustainable
innovation andtechnology

Promoting the use of digitalization, low carbon technologies
and feedstocks, and product innovation to drive operational
excellence and value chain decarbonization.

-

Digitalization
Low carbon technologies
New and emerging technologies

Annual Report 2022 233

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Upstream
indirect

Directoperations●

Downstream
indirect

Material issue

Definition

Specific issues covered●

Resource use
and circular
economyWe still rely on fossil fuels for most of our production. To
improve our environmental impacts, we search ways to use
renewable and recycled feedstocks in our production at scale.
We minimize waste and ensure compliance in our operations
and safe disposal of hazardous waste. We support measures
to improve nutrient use efficiency during usage of fertilizers.

-

Fossil fuel exploitation
Land degradation
Resource reuse (e.g. nutrients)
Waste management
Design for a circular economy●

Non-GHG
pollution in ouroperations

Pollutants from manufacturing other than GHG emissions,
including NOx, SOx, N2O and VOC emissions, pollution ofsoils, substances of concern, and harmful substances that
impact human health and the environment. We take measures
to upgrade and invest in our production plants to limit any
impacts on our neighbors and the environment.

-

Air pollution from manufacturing (other than GHG)
Its (in)direct effect on biodiversity loss
Production, use and/or distribution andcommercialisation of substances of concern
Production, use and/or distribution andcommercialisation most harmful substances
Soil pollution (either due to direct operations or in thevalue chain)

-

●

●

Analyst's
corner●●Local
community
engagement

Establishing and maintaining mutually beneficial relationships
with the communities in which we operate.

-

Impacts on communities' economic, socialand cultural rights living near areas ofproduction/ facilities

Local
biodiversity
and ecosystemservices

The impacts and dependencies of our operations on
biodiversity and ecosystem services (e.g., water for ouroperations, flood protection) as well as the measures we taketo minimize impacts on, rehabilitate and restore biodiversity
and ecosystems.

-

Local biodiversity and ecosystem services
around sites
Land use change around sites
Regenerating natural ecosystems-

GRI 3-2
Annual Report 2022 234

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Stakeholder engagement
We interact with our stakeholders on a regular basis to understand their expectations, needs and interests through customer and investor meetings and calls, industry and investor conferences,
customer service, employee meetings, surveys, portals and hotlines, community outreach programs, and governmental or regulatory interactions. In 2022, in addition to our day-to-day
engagement, we also engaged with them as part of the materiality assessment. The following table shows the type of engagement with each stakeholder group.

Stakeholders

Our approach

Our engagement in 2022

Employees

We engage employees in corporate matters throughseveral channels.

--

Several internal sessions with employees on determining the materiality of ESG topics:◦ 11 internal stakeholder groups were identified, in addition to two Independent
Non-Executive Directors: Investor Relations, Corporate Affairs, Sustainability, Legal,
Compliance, Finance, Human Capital, Risk Management, Manufacturing, HSE,
Procurement and local teams.
Interview & Selection training
D&I Workshop on Inappropriate workplace behavior
Several compliance trainings (E-learning): Code of Conduct, Diversity & Inclusion, Conflict ofInterest, Anti-Bribery and Anti-Corruption
OCI Nitrogen Europe works council session December 2022
OneOCI platform
Groupwide employee engagement survey planned for 2023-

Customers

We stay in regular contact with our customers. We maintain a
Business Partner Code of Conduct which outlines our expectations
towards our suppliers with regards to the same compliance topics
as are included in our Code of Conduct.

-Interviews with customers to determine the materiality of ESG topics

Investors

We interact with our investors on a regular basis through investor
meetings, calls and conferences.

-

Interviews with investors to determine the materiality of ESG topics
Two rounds of sounding on remuneration items AGM agenda (March and April)
Conference calls with investors following publication of results

Analyst's
cornerGRI 2-29
Annual Report 2022 235

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Stakeholders

Our approach

Our engagement in 2022

Communities

We maintain mutually beneficial relationships with the communities
in which we operate.

-

Donation to World Central Kitchen (WCK)JINC partnership through which OCI employees engage in projects (e.g., job interview
training, digital skills, career coach, flash internship)
Development of a Volunteer Time Off (VTO) program for OCI globally in which employees
would be allowed to take a certain number of hours per year to volunteer for a charity andnot have pay deducted for being off work (in line with JINC partnership)Suppliers

We stay in regular contact with our suppliers. We maintain a
Business Partner Code of Conduct which outlines our expectations
towards our suppliers with regards to the same compliance topics
as are included in our Code of Conduct.

-Interviews with suppliers to determine the materiality of ESG topics

IndustrybodiesWe are an active member of several industry associations where wework with our peers to sustainably improve global standards in our
industries and engage in dialogue on key global challenges related
to our industries.

-

Interviews with industry bodies to determine the materiality of ESG topics
Refer to Industry and sustainability partnerships for an overview of our engagement withindustry bodies

Governments

We maintain relationships with state governments, authorities andagencies in the countries where we operate, to advance ourbusiness objectives and our decarbonization strategy.

-

Bilateral meetings with elected officials and representatives of the executive branches ofnational and regional governments
Providing feedback and comments to legislative processes, through Requests for Comments
and public consultations

Analyst's
corner-GRI 2-29
Annual Report 2022 236

business objectives and our decarbonization strategy.
Introduction

About Us

Our Performance

Risk Management-

Providing feedback and comments to legislative processes, through Requests for Comments
and public consultations
Corporate Governance
Performance Statements
Other Information
Appendicesalso support several other organizations to promote
About this report continuedWesustainable practices across our industries and value chains.

Industry and sustainability partnerships

In addition to our direct stakeholder interactions, we are an
active member of several industry associations where wework with our peers to sustainably improve global standards
in our industries and engage in dialogue on key global
challenges related to our industries.
Stakeholder engagement continued
We play an active role in leadership positions in
Industry and sustainability partnerships
key associations, such as holding board seats or
In addition to our direct stakeholder interactions, we aresteering memberships. This allows us to have aan active member of several industry associations andmeaningful role in promoting sustainable practices, steeringfoundations where we work with our peers to sustainably
the strategic priorities of our industries, and driving
improve global standards in our industries and engage indecarbonization objectives.
dialogue on key global challenges related to our industries.
We play an active role in leadership positions in
key associations, such as holding board seats or
GRI 2-29
steering
memberships.
This allows us to have a
Analyst's
meaningful
corner role in promoting sustainable practices, steering
the strategic priorities of our industries, and driving
decarbonization objectives.
We also support several other organizations to promotesustainable practices across our industries and value chains.

Introduction
Performance
Our
dedicated global Aboutpublic Us
affairs teamOur
supports
OCI’sbusinesses in Europe and North America, monitoring
evolving regulatory landscapes.

Our dedicated global public affairs team supports OCI’s
businesses in Europe and North America, monitoring
evolving regulatory landscapes.

IFA

OCI
IFA is an active member of IFA with Ahmed El-Hoshy, CEO
of
OCI
and
Fertiglobe,
onof
the
IFA
Board
of Directors.
OCI
is an
activemember
IFA
with
Ahmed
El-Hoshy,WeCEOparticipate
inandcontributetotheagendasof multipleof OCI and Fertiglobe, on the IFA Board of Directors.
We
IFA
committeesinsuch
Sustainability,
Agronomy,
participate
and ascontributeto the Scienceagendasandof multiple
OCI is an active member of IFA with Ahmed El-Hoshy, CEOcommittees such as Sustainability, Science and Agronomy,of OCI and Fertiglobe, on the IFA Board of Directors. We
and Communications. Through IFA, we supported theparticipate in and contribute to the agendas of multiple
development of the Ammonia Technology Roadmap, in
committees such as Sustainability, Science and Agronomy,
and Communications. Through IFA, we supported thedevelopment of the Ammonia Technology Roadmap, in
collaboration with the International Energy Agency in 2021,
and are supporting the development of roadmaps toreducing emissions of fertilizer use in 2022.

About this report continued

collaboration with the International Energy Agency in 2021,
and are supporting the development of roadmaps to
HydrogenCouncil of fertilizer use in 2022.
reducing emissions
VNCI
In January 2022, we joined the Hydrogen Council as a
OCI
is anMember
active member
of VNCI
Dutch
Steering
to play
active(therolein theChemicaldevelopment
Fertilizer
Europe,
The anFertilizer
InstituteandAssociation)
Advocacy
Team andandspecificworkinggroupsofMethanol
the globalInstitutehydrogen economy
promotehydrogenasonadvocacy,sustainability,
climateandenergy.
In 2021,
Reality”,
describing
thenecessarysteps
and required
to
the
fuel
and
feedstockofthefuture.
We engage with Fertilizer Europe on a wide range ofwecontributed
to aneeded
comprehensive“From
Roadmap
conditions
that areto realizestudy
a circularandclimateadvocacy efforts related to the EU’s Fit for 55 and Common
toReality”,
describing
thenecessarysteps
andrequiredneutral chemical industry in the Netherlands by 2050.
VNCI
Agriculture Policy.
conditions
that areneededrealizecircularand climate
OCI is an active
memberof to
VNCI(theaDutch
Chemicalneutralchemicalindustry
intheNetherlands
by
2050.
VNCI
[Logosfor associations
need tobespecificadded]working
Association)
AdvocacyTeamandgroupsWe are working
with Fertilizer
Europe,Ammonia Energy
OCI
is
an
activemember
of
VNCI
(the
Dutch
Chemicalon
advocacy,sustainability,
climateandenergy.
In
2021,
Association, and the Methanol Institute to develop the first[Logosfor associations
needandto be
added]
Association)
AdvocacyTeam
specificgroupswe
contributed
to astudyworking“From
Roadmap
globalstandards
forcomprehensive
low-carbon ammonia
and methanol,
asonadvocacy,sustainability,
climateandenergy.
In
2021,
tostandardized
Reality”, describing
the necessary
steps
and therequiredcertificationis critical tosupportuptake ofwecontributed
a neededcomprehensive
study“From and
Roadmap
conditions
that toarerealizea circularclimatethese sustainableproductstodownstream.
toReality”,
describing
thenecessarysteps
andrequiredneutral chemical industry in the Netherlands by 2050.
conditions that are needed to realize a circular and climate
neutralindustryneedin thetoNetherlands[Logos chemical
for associations
be added] by 2050.
Annual Report 2022 239

H2Global

OCI is a Donor of the H2Global Foundation. H2Global is a
German funding project launched in 2020 for the productionof green Power-to-X products. The purpose of the H2Global
Foundation is to promote the protection of the environment
and the climate as well as the promotion of science and
RiskManagement
Governance
Performance
Statements
Other Information
AppendicesFertilizers
Europe, The Corporate
Fertilizer Instituteandresearch.
This will be achievedby measures that serve
Methanol Instituteto promote the production and use of Green Hydrogen
We are member of and engage with Fertilizers Europe on aand other climate-neutral energy carriers at national andwide range of advocacy efforts related to the EU’s Fit for 55
international level. H2Global’s mission is to accelerate theand Common Agriculture Policy.
emergence of supply and demand markets for greenhydrogenand Power-to-X(PtX)Information
products in EuropeAppendicesand
Risk Management
Corporate Governance
Performance Statements
Other
We are working with Fertilizers Europe, Ammonia Energy
globally. The Foundation's work is currently supported by 54
Association, and the Methanol Institute to develop theDonors, and H2Global organizes itself in thematic working
first global standards for low carbon and sustainablegroups and meets regularly for Donor’s Conferences toammonia and methanol, as standardized certification
discuss the promotion of the hydrogen market in terms ofis critical to support the uptake of these sustainableapplication-oriented environmental and climate protection.
products downstream.

About this report continued
Introduction
Hydrogen Council About Us

Our Performance

In January
Steering Member to

About this report continued

Hydrogen Council

In January 2022, we joined the Hydrogen Council as a
Steering Member to play an active role in the developmentof the global hydrogen economy and promote hydrogen as
Hydrogenthefuel and Council
feedstock of the future.
VNCI
In January 2022, we joined the Hydrogen Council as a
OCI
is anMember
active member
Steering
to play of
anVNCI
active(theroleDutch
in theChemicaldevelopment
Association)
AdvocacyTeamandspecificworkinggroupsof the global hydrogen economy and promotehydrogenasonadvocacy,sustainability,
climateandenergy.
In2021,
the fuel and feedstock of the future.
we contributed to a comprehensive study “From Roadmap
to Reality”, describing the necessary steps and requiredGRI2-28;toGRI
2-29a circular and climate
conditions
neededrealize
Analyst's that arecornerchemical industry in the Netherlands by 2050.
neutralAnnual Report 2022 237

Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

About this report continued
Basis of preparation

GHG Intensity

Employee related data

Emissions boundaries

All employee related data are reported excluding
Natgasoline, with the exception of 'Women in seniorleadership positions' where Natgasoline is included.
'Employee absenteeism' excludes data for the UK and US
locations as well as Fertiglobe Corporate due to limited
data availability.

Emissions reporting
Emissions data include Natgasoline. For the emissions
reporting, we use the following conversion factors:-

Global Warming Potential (GWP) values from the IPCC
AR 4 report to convert N2O and CH4 data to CO2e.
Factors from the International Energy Agency (IEA)(2019), an autonomous body in the framework of
the Organisation for Economic Co-operation andDevelopment (OECD), to convert electricity usage toCO2/Kwh.

-

We use standard publicly available Dutch conversion
factors from NIE/emissiemonitoring: jaarlijkse vaststellingCO2-emissiefactor aardgas from December 2019, toconvert energy consumption to Terra Joules (TJ).

-

We use the factor steam reforming for Energy Intensity
and GHG emissions from the prospective scenarios for
the Chemical and Petrochemical Industry from JRC 2017.

The gross Scope 1 and 2 greenhouse gas emissions arestated in carbon dioxide equivalent terms, calculated using
the EU ETS methodology. This means that the CO2 used in
the production of urea and other downstream processes,
which is defined as Scope 3 as per the GHG Protocol, is
included. By including the CO2 that goes into downstream
processes, we eliminate the fluctuations that may occur
when we make any changes or experience downtime in ourdownstream product mix and present a transparent view of
the CO2 produced when making ammonia. This also betteraligns us to the SBTi’s methodology.
We have purchased solar i-RECs for 100% of electricity
purchased in UAE and Egypt and use biogas in OCI
Methanol Texas.

Occupational safety and health indicators
The occupational safety and health indicators, including
Lost Time Injury Rate and Total Recordable Injury Rate, arecalculated excluding Natgasoline as we do not have control.
Contractors are included, and the US Occupational Safety
and Health Administration (OSHA - the US government
agency responsible for setting and enforcing workplacesafety and health standards) definitions are followed.

Process safety incidents (PSIs)
The Process Safety Incidents (PSIs) are calculated excluding
Natgasoline and follow the CEFIC/ICCA guidelines for 2022.

Water consumption
Water stressed regions are regions where the percentage
of total water withdrawn is high (40-80%) or extremely high(greater than 80%) in the World Resources Institute’s (WRI)
Water Risk Atlas tool Aqueduct.

Production boundaries

Gross ammonia production on a nutrient-ton basis, andour total methanol production on a product ton basis. We
believe this most accurately reflects the nitrogen content
of our production portfolio, eliminates the possibility of
double counting downstream products (i.e.: produced using
ammonia, such as urea, CAN, UAN and melamine) andnormalizes for annual fluctuations in our product mix.
Conversions are based on the listing in the Emissions
reporting section.

Energy Intensity
Energy intensity is not calculated for the ammonia
downstream plants.

Analyst's
cornerGRI 2-4
Annual Report 2022 238

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Our Performance

Risk Management

Corporate Governance

7 Other Information

Performance Statements

Other Information

Extract from the articles ofassociation relating to net
profit/(loss) appropriation

Appendices240

Independent auditor's report 241
Assurance report of the
independent auditor

253

Alternative performancemeasures (APM)

256

Shareholder information

259

Annual Report 2022 239

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About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Extract from the articles of association relating to net profit/(loss) appropriation
Article 26. ‘Profits and Distributions’.
26.1 The Board may decide that the profits realized during a financial year will fully or partiallybe appropriated to increase and/or from reserves.
26.2 The profits remaining after application of Article 26.1 shall be put at the disposalof the General Meeting. The Board shall make a proposal for that purpose. A proposal
to pay a dividend shall be dealt with as a separate agenda item at the General Meetingof Shareholders.
26.3 Distributions from the Company’s distributable reserves are made pursuant to a
resolution of the General Meeting at the proposal of the Board.
26.4 Provided it appears from an interim statement of assets signed by the Board that therequirement mentioned in Article 26.8 concerning the position of the Company’s assets has
been fulfilled, the Board may make one or more interim distributions to the holders of Shares.
26.5 The Board may decide that a distribution on Shares shall not take place as a cash
payment but as a payment in Shares, or decide that holders of Shares shall have the option
to receive a distribution as a cash payment and / or as a payment in Shares, out of the profit
and / or at the expense of reserves, provided that the Board is designated by the General
Meeting pursuant to Articles 6.2. The Board shall determine the conditions applicable to theaforementioned choices.
26.6 The Company’s policy on reserves and dividends shall be determined and can beamended by the Board. The adoption and thereafter each amendment of the policy onreserves and dividends shall be discussed and accounted for at the General Meeting of
Shareholders under a separate agenda item.
26.7 The Company may further have a policy with respect to profit participation for
employees which policy will be established by the Board.
26.8 Distributions may be made only insofar as the Company’s equity exceeds the amount of
the paid in and called up part of the issued capital, increased by the reserves which must be
kept by virtue of the law or these Articles of Association.

Annual Report 2022 240

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Our Performance

Risk Management

Corporate GovernanceIndependent auditor's report
To: the General Meeting of Shareholders and the Board of Directors of
OCI N.V.

Report on the audit of the financial statements 2022 includedin the Annual Report
Our opinion
In our opinion the accompanying financial statements give a true and fairview of the financial position of OCI N.V. as at 31 December 2022 and of
its result and its cash flows for the year then ended, in accordance with
International Financial Reporting Standards as adopted by the European
Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

Performance Statements

Other Information

Appendices

Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing. Our responsibilities under those standards arefurther described in the ‘Our responsibilities for the audit of the financial
statements’ section of our report.
We are independent of OCI N.V. in accordance with the ‘Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten’(ViO, Code of Ethics for Professional Accountants, a regulation withrespect to independence) and other relevant independence regulations in
the Netherlands. Furthermore, we have complied with the ‘Verordening
gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
We designed our audit procedures in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon. The
information in respect of climate, fraud and non-compliance with laws andregulations, going concern and the key audit matters was addressed inthis context, and we do not provide a separate opinion or conclusion onthese matters.
We believe the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

We have audited the financial statements 2022 of OCI N.V. (the Company)
based in Amsterdam, the Netherlands.
The financial statements comprise:

1 the consolidated and parent company statement of financial position
as at 31 December 2022;

2 the following consolidated and parent company statements for 2022:
the statement of profit or loss and other comprehensive income,changes in equity and cash flows; and3 the notes comprising a summary of the significant accounting policies
and other explanatory information.

KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee

Annual Report 2022 241

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

AppendicesInformation in support of our opinion
Summary

Key audit matters

Materialityx

Litigation and claimsx

Asssesment of control in accordance with IFRS 10 ‘Consolidated
Financial statements’Consolidated financial statements
xMateriality of USD 65 millionx0.7% of consolidated revenue amounting to USD 9,713.1 million

Parent company financial statements
xMateriality of USD 65 millionx0.7% of parent company total assets amounting to USD 8,929.0
millionGroup audit
x

Audit coverage of 97% of total assetsx

Audit coverange of 98% of revenue

Climate related risks, Fraud & Noclar and Going concernx

Climate related risks: management’s response to possible future
effects of climate change and their anticipated outcomes have been
disclosed. We have considered the impact of climate-related risks
on the financial statements and described our approach andobservations in the section ‘Audit response to climate-related risks’;xFraud & non-compliance with laws and regulations (Noclar),significant risks identified: management override of controls(presumed risk) and revenue recognition in relation to manual
override of sales cut-off (presumed risk);x

Going concern related risks: no going concern risks identified.

OpinionUnqualified

Materiality
Based on our professional judgement we determined the materiality for the
consolidated financial statements as a whole at USD 65 million (2021:
USD 42.5 million) and for the parent company financial statements as awhole at USD 65 million (2021: USD 57 million). Materiality for the
consolidated and parent company financial statements increased
compared to last year due to the improved financial performance of theCompany and an increase in the parent Company’s total assets.
The materiality for the consolidated financial statements is determined withreference to the consolidated revenue, of which it represents 0.7% (2021:
0.7%). We deem profit before tax from continuing operations as not
representative because the benchmark has historically been highly volatileincluding being negative in certain years. As such, we consider revenues
as the most appropriate benchmark as the Company is result oriented.
The materiality for the parent company financial statements is determinedwith reference to the parent company’s total assets, of which it represents
0.7% (2021: 0.6%). Given the nature of the parent company’s activities –the holding and financing of investments within the Company – weconsider the use of the total asset benchmark as the most appropriate
benchmark in respect of the parent company financial statements.

Annual Report 2022 242

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Our Performance

Risk Management

Corporate Governance

We have also taken into account misstatements and/or possible
misstatements that in our opinion are material for the users of theconsolidated and parent company financial statements for qualitative
reasons.
We agreed with the Board of Directors that unadjusted misstatements
identified during our audit in excess of USD 3.25 million of the consolidated
and parent company financial statements respectively, would be reported
to them, as well as smaller misstatements that in our view must be reported
on qualitative grounds.

Scope of the group audit
OCI N.V. is at the head of a group of components. The financial informationof this group is included in the financial statements of OCI N.V.
Our group audit mainly focused on significant components, including asignificant equity accounted investment. The relative size of thecomponent and the likelihood for the component to include a significant
risk were both evaluated in our determination of significant components.
In total we identified 9 significant components. Also leveraging statutory
audit requirements, we have requested 14 component auditors (2021: 15
component auditors) to perform an audit of the financial information of therelated component (audit of complete reporting package). In addition, werequested 2 component auditors (2021: 4 component auditors) to perform
specified audit procedures.

Performance Statements

Other Information

Appendices

workpapers to evaluate the component auditors’ communications and theadequacy of their work, subject to local law and regulations.
We have combined in-person meetings with alternative methods ofcommunication with component teams, including sending written
instructions, exchanging emails and having virtual meetings. We haveassessed these communications, with additional robust discussions asneeded, to ensure that they are sufficient for us to evaluate and conclude
on the appropriateness and adequacy of the component auditor’s work.
Video conferences were held with all the component auditors that werepart of the group audit. During these conferences, the planning, audit
approach, findings and observations were reviewed and discussed. Any
further work deemed necessary was subsequently performed by thecomponent auditors and reviewed by us.
By performing the procedures mentioned above at group components,
together with additional procedures at group level, we have been able toobtain sufficient and appropriate audit evidence about the group’s financial
information to provide an opinion about the financial statements.

For the residual population we have performed audit procedures ourselvesor performed analytical procedures in order to corroborate our assessmentthat the risk of material misstatement in the residual population is less thanreasonably possible.
We have provided detailed instructions to all component auditors as partof the group audit, covering the significant audit areas, including therelevant risks of material misstatement identified by us, and set out the
information required to be reported back to us. In the post-Covid situation,
we were able to visit component (audit) teams. For the 2022 audit, wevisited components in Egypt and the Netherlands. Furthermore, we haverequested component auditors to provide us with remote access to audit

Annual Report 2022 243

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Our Performance

Risk Management

Corporate Governance

The audit coverage as stated in the section summary can be further
specified as follows:

Total assets

89%

8%

0%

Audit of the complete
reporting package

Audit of specificitems

Specified audit
procedures

95%

0%

3%

Audit of the complete
reporting package

Audit of specificitems

Specified audit
procedures

Revenue

Audit response to climate-related risks
The company has set out its commitments relating to climate change inthe chapter ‘Environmental performance’, in section 3 ‘Our performance’
within the Annual Report. These commitments are a 20% Scope 1 and 2
greenhouse gas (GHG) emission intensity reduction by 2030 and its aim
for carbon neutrality by 2050 based on the baseline as explained in the
Annual Report.
Management has assessed, against the background of the company’sbusiness and operations, in detail how climate-related risks andopportunities and the company’s own commitments could have asignificant impact on its business or could impose the need to further adapt
its strategy and operations. Management has considered the impact ofboth transition and physical risks on the financial statements in accordancewith the applicable financial reporting framework, more specifically the

Performance Statements

Other Information

Appendices

European Union’s proposed carbon dioxide reduction target, the proposed
carbon border adjustment mechanism (CBAM), the potential EU
restrictions on nitrogen fertilizer application, obsolescence or shorter
useful life of its Property, Plant and Equipment, changes to environmental
and decommission provisions and the changes to cost of capital for thecompany, as described in Note 5 of the consolidated financial statements.
Management prepared the financial statements, including considering
whether the implications from climate-related risks and commitments havebeen appropriately accounted for and disclosed. As part of our audit we
performed a risk assessment of the impact of climate-related risks and thecommitments made by the company in respect of climate change on thefinancial statements and our audit approach. In doing this we performed
the following: Understanding management’s process: we have obtained anunderstanding through inquiries with relevant functions at OCI and by
conducting site visits to factories in Egypt and the Netherlands toevaluate management's assessment against the background of thecompany’s business and operations of the potential impact of climaterelated risks and opportunities on the company’s financial statements
and the company's preparedness for this; We have evaluated climate-related fraud risk factors, including theenvironmental performance measures (e.g. energy efficiency
improvement and environmental stewardship) as linked to
management’s remuneration. The fraud risk factors did not result in arisk of material misstatement in relation to the financial statements;
 We have instructed local auditors to consider climate-related risks intheir local audit procedures and requested them to obtainunderstanding of the local climate and regulatory requirements anddevelopments and inquire with local management and challenge themon assumptions related to the valuation of PPE. We evaluated theresults of these procedures with our local auditors and used that in ouroverall evaluation of climate-related risks;

Annual Report 2022 244

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Risk Management

Corporate Governance We visited the Company’s Green Hydrogen initiative in Egypt to obtain
an understanding of the feasibility to replace grey feedstock with green
feedstock; We have used KPMG climate change subject matter experts,
specifically related to emissions, to assist in understanding how
climate-related risks and opportunities may affect the entity and its
accounting in the current year’s financial statements;
 We have challenged and evaluated management’s assessment of the
impact of the commitments of 20% GHG intensity reduction by 2030
and carbon neutrality by 2050 on the valuation and useful life ofproperty plant and equipment. In particular we challenged
management’s assessment that its stated climate change action did
not result in an impairment trigger or reassessment of useful economic
lives on carbon intensive assets, such as gasifiers, in these financial
statements, taking into account the remaining useful lives of relevant
assets that could be most impacted by climate change.
Based on the procedures performed we considered whether there is a riskof material misstatement specific to climate-related risk, in particularregarding the valuation of long lived assets. We found that climate relatedrisks have no material impact on the current financial statements under therequirements of EU-IFRS and no material impact on our key audit matters.
Furthermore, we have read the ‘Other information’ with respect to climaterelated risks as included in the Annual Report and considered the material
consistency with the financial statements, our knowledge obtained throughthe audit, in particular as described above and our knowledge obtained
otherwise.

Audit response to the risk of fraud and non-compliance withlaws and regulations
In the chapter ‘Risk Management’ of the Annual Report, the Board of
Directors describes its procedures in respect of the risk of fraud and noncompliance with laws and regulations.

Performance Statements

Other Information

Appendices

As part of our audit, we have gained insights into the Company and its
business environment, and assessed the design and implementation of
the Company’s risk management in relation to fraud and non-compliance.
Our procedures included, among other things, obtaining an understandingof the Company’s Code of Conduct, Whistle-blower policy, Insider Trading& Market Abuse policy, Anti-bribery and anticorruption policy, Competition
policy, and data privacy policy, Human Rights policy, Business Partner
Code of Conduct, Sanctions Policy and its procedures to investigate
indications of possible fraud and non-compliance. Furthermore, we
performed relevant inquiries with management, those charged withgovernance and other relevant functions (e.g. Internal Audit, Complianceand Legal).
As part of our audit procedures, we:— held quarterly meetings to perform inquiries with management, thosecharged with governance, the Audit & Risk, Legal and the Compliancedepartment on group level and with local management by ourcomponent auditors;— evaluated internal reports (including reports from the Audit & Risk andCompliance departments) on indications of possible fraud and noncompliance (both on group and component level);— requested our component auditors to perform risk assessment
procedures with respect to bribery, fraud and compliance with laws
and regulations’ and report the results of this assessment to us;— requested and evaluated legal confirmation letters, at group andcomponent level; and— obtained an understanding of the Company’s tooling to monitor

compliance with trade sanctions and screening third parties forpotential fraud and/or non-compliance risks.

In addition, we performed procedures to obtain an understanding of thelegal and regulatory frameworks that are applicable to the Company andAnnual Report 2022 245

Introduction

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Our Performance

Risk Management

Corporate Governanceidentified the following areas as those most likely to have a material
indirect effect on the financial statements:— health and safety regulation;— environmental regulation;— anti-bribery and corruption laws and regulations;— anti-money laundering laws and regulations; and— trade sanctions and export controls laws and regulations.
We, together with our forensics specialists, evaluated the fraud and noncompliance risk factors to consider whether those factors indicate a risk ofmaterial misstatement in the financial statements.
Based on the above and on the auditing standards, we identified thefollowing fraud risks that are relevant to our audit, including the relevant
presumed risks laid down in the auditing standards, and responded asfollows:— Management override of controls (a presumed risk)
Risk:

 Management is in a unique position to manipulate accounting records
and prepare fraudulent financial statements by overriding controls that
otherwise appear to be operating effectively.

Responses by us, including the work of our component auditors:

 We inspected minutes of (local) management meetings and obtained

and reviewed internal representation letters to identify Code of
Conduct violations; We evaluated the design and the implementation of internal controlsthat mitigate fraud and non-compliance risks, such as processes
related to journal entries.

Performance Statements

Other Information

Appendices We performed a data analysis of high-risk journal entries, amongst

other, related to revenue, back postings and postings with a unusual
character and evaluated key estimates (valuation of goodwill,
investments in subsidiaries (standalone), and provisions) andjudgements for bias by the Company’s management, including
retrospective reviews of prior years’ estimates (valuation of fixed
assets, goodwill, investment in subsidiaries (standalone), deferred tax
assets and provisions). Where we identified instances of unexpectedjournal entries or other risks through our data analytics, we performed
additional audit procedures to address each identified risk, including
testing of transactions back to source information.

We incorporated elements of unpredictability in our audit, including a
specific analysis of (immaterial) balances and transactions at out-of-scope
entities— Revenue recognition (a presumed risk)
Risk:
 In relation to overstatement of revenue due to manual override ofsales cut-off.
Responses by us, including the work of our component auditors:
 With respect to the risk of fraud in revenue recognition we haveevaluated the design and the implementation and, whereconsidered appropriate, tested the operating effectiveness ofinternal controls.
 We gained an understanding of the relevant terms and conditions
to identify the performance obligations which determine themoment of revenue recognition between OCI and the buyer – byinspecting sales contracts, general terms and conditions etc.
 We performed substantive audit procedures over the manual
sales transactions and sales reversal transactions surrounding
cut-off to address the significant risk of fraud with regards torevenue recognition, including:Annual Report 2022 246

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Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices (Substantive) analytical procedures to identify potential
cut-off errors.

developments in the business sector and any information of which weare aware as a result of our audit;

 Cut-off testing using substantive sampling, selected items
were reconciled to supporting documentation such as
goods shipped, services performed, prices invoiced, sales
contracts, bill of loadings, shipping documents, proof ofdelivery, and proof of acceptance. For the items selected
it was determined whether sales and the related
receivables have been recorded in the correct accounting
period and for the correct amount.

 we inspected the financing agreements in terms of conditions that
could lead to significant going concern risks, including the terms of theagreement and any covenants; and For a selection of credit notes (subsequent year)
supporting documentation was obtained to determine
whether these were recorded in the correct reporting
reported.
 Final analytical procedures.
Our procedures to address the identified risks of fraud and non-compliancewith laws and regulations did not result in a key audit matter.
We communicated our risk assessment, audit responses and results tomanagement and the Audit Committee of the Board of Directors. Our audit
procedures did not reveal indications and/or reasonable suspicion of fraud
and non-compliance that are considered material for our audit.

Audit response to going concern
The Board of Directors has performed its going concern assessment andhas not identified any significant going concern risks. To assess theBoard’s assessment, we have performed, amongst others, the following
procedures:
 we considered whether the Board of Directors’ assessment of thegoing concern risks (including climate) includes all relevant
information of which we are aware as a result of our audit;

 we analysed whether the headroom of the ratios included in thefinancing agreements is sufficient or if it gives rise to the risk of any of
the covenants in the financing agreement being breached.
The outcome of our risk assessment procedures did not give reason to
perform additional audit procedures on management’s going concern
assessment.

Our key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements. We havecommunicated the key audit matters to the Board of Directors. The key
audit matters are not a comprehensive reflection of all matters discussed.
Compared to last year the key audit matter with respect to the ‘Initial Public
Offering of Fertiglobe plc’ is no longer included, as this related to a specifictransaction with accounting impact only in financial year 2021.
Furthermore, we no longer included a key audit matter in relation to‘Recoverable amount in impairment tests’, which included two elements.
Firstly, the valuation of the BioMCN assets, as these assets were impairedin 2021 and no reversal trigger has been identified for 2022, this is nolonger considered significant. Secondly, due to the improved (forecasted)financial results and market capitalisation of the Company thedetermination of the valuation of subsidiaries in the parent company
financial statements did not require significant judgement and is therefore
also no longer considered significant. Compared to last year we added a
key audit matter on the asssesment of control in accordance with IFRS 10.

 we analysed the operating results forecast and the related cash flows
compared to the previous financial year and the current year actuals,

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Risk Management

Corporate Governance#1 Litigation and claims
Description
As disclosed in Provisions (Note 21), Contingencies (Note 28) and
Uncertain tax position (Note 12.4) the Company has several pending
litigations and claims (related to legal and tax matters), for which theoutcome is uncertain. Inherent to the Company’s nature and operations,as well as its geographical spread, the Company is exposed to anindirect material effect on pending legal cases. Based on the likelihoodof occurrence and the exposure, the Company determines if, and forwhat amount, a provision should be recognised. This assessment is
considered to be significant to our audit due to management judgement
involved. As the Company is diversified globally, the pending claims andlitigations differ in terms of risk profile.

Performance Statements

Other Information

Appendices Requested external expert opinions for cases with a significant
exposure.
 Assessed the adequacy of the provisions and or disclosures in thefinancial statements.
Our observation
Based on our procedures performed, we consider management’s
assessment of the exposure and the recording of related provisions to
be reasonable. Furthermore, we determined that the related disclosure
with regards to Provisions (Note 21) Contingencies (Note 28) and
Uncertain tax positions (Note 12.4) are adequate.

Our response#2 Assessment of control in accordance‘Consolidated Financial statements’

During our audit, we performed the following procedures:

Description— Obtained the quarterly updated Litigation report from Group Legal

The Company has consolidated Sorfert since 2013, the year in which
OCI was incorporated in the Netherlands and prepared its first financial
statements in accordance with IFRS. Sorfert is a subsidiary domiciledin Algeria and the Company owns 51% of the shares issued by Sorfert.

and the Tax Contingency report from Group Taxation;— Attended quarterly update meetings with Group Legal, Complianceand Tax;— Instructed our component auditors to perform procedures overlitigations and claims on a local level, including: Requested certain component auditors to visit local courts toinspect the register confirming the status of certain cases;
 Evaluated the legal expenses and requested external legal
letters from lawyers and tax advisors involved in litigations andclaims (group and component level); Obtained internal position papers from management on thecases pending (group and component level); and

with

IFRS

10

The Company considers the control assessment over Sorfert a matter
requiring significant judgement, as disclosed under Note 5 ‘Criticalaccounting judgement, estimates and assumptions’. To facilitate theongoing transition process for the audit of 2023, management updated
its assessment of control over Sorfert.
The time spent on this matter and the level of judgement required in thecontrol assessment made it significant to our audit.
Our response
As disclosed by management in Note 5, judgement is required to assess
whether the Company is exposed or has rights to variable returns from

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Risk Management

Corporate Governance

Performance Statements

Other Information

Appendicesits involvement with the investee and whether the Company has theability to affect those returns through its control over the investee. This
may require the Company to evaluate the effect of ownership structures,
determination of relevant activities and other arrangements, including
the rights of other shareholders that could have an impact on theassessment of control.

Report on the other information included in the Annual Report

We performed the following procedures:

 is consistent with the financial statements and does not contain We obtained the management’s updated control assessment; We determined whether the assessment was performed inaccordance with IFRS 10;

 We reviewed the supporting assement performed by an external
accounting expert engaged by the Company on OCI’s control over
Sorfert; We consulted with professionals with specialised skills andknowledge in respect of IFRS 10 to assist us in assessing thetechnical aspects of the control assessment and the conclusion that
OCI has control over the activities of Sorfert;

 We inspected the legal documentation (including legal letters fromexternal lawyers) to determine whether relevant aspects wereconsidered as part of the control assessment;

In addition to the financial statements and our auditor’s report thereon, theAnnual Report contains other information.
Based on the following procedures performed, we conclude that the otherinformation:material misstatements; and contains the information as required by Part 9 of Book 2 of the Dutch
Civil Code for the management report and other information.
We have read the other information. Based on our knowledge andunderstanding obtained through our audit of the financial statements orotherwise, we have considered whether the other information contains
material misstatements.
By performing these procedures, we comply with the requirements ofPart 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The
scope of the procedures performed is less than the scope of those
performed in our audit of the financial statements.
The Board of Directors is responsible for the preparation of the otherinformation, including the information as required by Part 9 of Book 2 of
the Dutch Civil Code.

 We attended a round table session together with the other Big-4
audit firms; andReport on other legal and regulatory requirements and ESEF

 We assessed the appropriateness of the disclosure as included in

Engagement

the consolidated financial statements.
Our observation
We agree with the conclusion that OCI has control over the activities ofSorfert. We concluded that the disclosure (reference is made to Note 5)
is adequate.

We were engaged by the General Meeting of Shareholders as auditor of
OCI N.V. on 24 May 2022, for the year 2022. Our first appointment asstatutory auditor of the Company was in 2013 to audit the 2013 Annual
Report. As a consequence of the mandatory firm rotation legislation, theyear 2022 was the last year of our engagement as statutory auditor of OCI
N.V.

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Prohibited non-audit services
Except for the below we have not provided prohibited non-audit services
as referred to in Article 5(1) of the EU Regulation on specific requirements
regarding statutory audits of public-interest entities.
During 2023, we identified that two KPMG member firms had provided
preparation of local GAAP financial statement services to some group
entities for the years 2018 through 2021. These services have been
provided in 2022 and in prior years. Some of these entities are andhave been in scope for the Group audit. The services, which havebeen terminated, were administrative in nature anddid
notinvolve any management decision making or bookkeeping. The
work had no direct or indirect effect on OCI N.V.’s consolidated
financial statements and we have estimated that the fees of these
services in relation to the total audit fees charged are below 0.5%.
In our professional judgment, we confirm that based on ourassessment of the breaches, our integrity and objectivity as auditor has
not been compromised. We have discussed the above with OCI N.V.’s
Audit Committee which has agreed with our conclusion, given thenature and size of the beforementioned services.

European Single Electronic Format (ESEF)
OCI N.V. has prepared its Annual Report in ESEF. The requirements forthis are set out in the Delegated Regulation (EU) 2019/815 with regard toregulatory technical standards on the specification of a single electronic
reporting format (hereinafter: the RTS on ESEF).
In our opinion the Annual Report prepared in XHTML format, including the(partly) marked-up consolidated financial statements as included in thereporting package by OCI N.V., complies in all material respects with the
RTS on ESEF.
The Board of Directors is responsible for preparing the Annual Report
including the financial statements in accordance with the RTS on ESEF,
whereby the Board of Directors combines the various components into one
single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion
whether the Annual Report in this reporting package complies with the

Performance Statements

Other Information

Appendices

RTS on ESEF. We performed our examination in accordance with Dutch
law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het
voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument’ (assurance engagements relating tocompliance with criteria for digital reporting). Our examination included
among others: Obtaining an understanding of the entity's financial reporting process,including the preparation of the reporting package; Identifying and assessing the risks that the Annual Report does notcomply in all material respects with the RTS on ESEF and designingand performing further assurance procedures responsive to thoserisks to provide a basis for our opinion, including: Obtaining the reporting package and performing validations todetermine whether the reporting package containing the Inline XBRL
instance document and the XBRL extension taxonomy files have been
prepared in accordance with the technical specifications as includedin the RTS on ESEF;

 Examining the information related to the consolidated financial
statements in the reporting package to determine whether all required
mark-ups have been applied and whether these are in accordancewith the RTS on ESEF.

Description
statementsofresponsibilities

regardingthefinancial

Responsibilities of the Board of Directors for the financial
statements
The Board of Directors is responsible for the preparation and fairpresentation of the financial statements in accordance with EU-IFRS andPart 9 of Book 2 of the Dutch Civil Code. Furthermore, the Board of
Directors is responsible for such internal control as management
determines is necessary to enable the preparation of the financial

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Risk Management

Corporate Governancestatements that are free from material misstatement, whether due to fraud
or error. In that respect the Board of Directors is responsible for theprevention and detection of fraud and non-compliance with laws andregulations, including determining measures to resolve the consequencesof it and to prevent recurrence.
As part of the preparation of the financial statements, the Board of
Directors is responsible for assessing the Company’s ability to continue asa going concern. Based on the financial reporting frameworks mentioned,
the Board of Directors should prepare the financial statements using thegoing concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so. The Board of Directors should disclose events andcircumstances that may cast significant doubt on the company’s ability tocontinue as a going concern in the financial statements.

Performance Statements

Other Information

Appendices

Amstelveen, 22 March 2023
KPMG Accountants N.V.

C.A. Bakker RA
Appendix:
Description of our responsibilities for the audit of the financial statements

The Board of Directors is responsible for overseeing the Company’s
financial reporting process.

Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a mannerthat allows us to obtain sufficient and appropriate audit evidence for our
opinion.
Our audit has been performed with a high, but not absolute, level ofassurance, which means we may not detect all material errors and fraud
during our audit.
Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of thesefinancial statements. The materiality affects the nature, timing and extent
of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
A further description of our responsibilities for the audit of the financial
statements is included in the appendix of this auditor's report. This
description forms part of our auditor’s report.

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Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

Appendix: description of our responsibilities for the audit of
the financial statements

However, future events or conditions may cause a company to cease
to continue as a going concern;

We have exercised professional judgement and have maintained
professional scepticism throughout the audit, in accordance with Dutch
Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others: evaluating the overall presentation, structure and content of the identifying and assessing the risks of material misstatement of thefinancial statements, whether due to fraud or error, designing andperforming audit procedures responsive to those risks, and obtaining
audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than the risk resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control;

 obtaining an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control;

 evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures
made by the Board of Directors;

 concluding on the appropriateness of the Board of Directors use of thegoing concern basis of accounting, and based on the audit evidence
obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to therelated disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report.

financial statements, including the disclosures; and evaluating whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We are solely responsible for the opinion and therefore responsible toobtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the group to express
an opinion on the financial statements. In this respect we are also
responsible for directing, supervising and performing the group audit.
We communicate with the Board of Directors regarding, among othermatters, the planned scope and timing of the audit and significant audit
findings, including any significant findings in internal control that we identify
during our audit. In this respect we also submit an additional report to the
Audit committee in accordance with Article 11 of the EU Regulation on
specific requirements regarding statutory audits of public-interest entities.
The information included in this additional report is consistent with our
audit opinion in this auditor’s report.
We provide the Board of Directors with a statement that we have compliedwith relevant ethical requirements regarding independence, and tocommunicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
From the matters communicated with the Board of Directors, we determine
the key audit matters: those matters that were of most significance in theaudit of the financial statements. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, not communicating
the matter is in the public interest.

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Corporate Governance

Assurance report of the independent auditor
To: the General Meeting of Shareholders and the Board of Directors of theCompany

Our conclusion
We have reviewed a selection of the ESG performance indicators as includedin the 2022 Annual Report (hereafter ‘Annual Report’) of OCI N.V. (hereafter:
the Company) at Amsterdam for the year ended 31 December 2022
(hereafter: selected ESG performance indicators). A review is aimed at
obtaining a limited level of assurance.
Based on the procedures performed nothing has come to our attention thatcauses us to believe that the selected ESG performance indicators are notprepared, in all material respects, in accordance with the reporting criteria as
described in the ‘Reporting criteria’ section of our report.
The selected ESG performance indicators in scope consist of the following
indicators:— Green House Gas intensity;

Performance Statements

Other Information

Appendicesinformation (attestation engagements)). This engagement is aimed to obtain
limited assurance. Our responsibilities in this regard are further described inthe ‘Auditor’s responsibilities’ section of our report.
We are independent of the Company in accordance with the ‘Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten’(ViO, Code of Ethics for Professional Accountants, a regulation with respect
to independence). Furthermore, we have complied with the ‘Verordening
gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
We believe the assurance evidence we have obtained is sufficient andappropriate to provide a basis for our conclusion.

Reporting Criteria
The selected ESG performance indicators needs to be read and understood
together with the reporting criteria. The Company is solely responsible forselecting and applying these reporting criteria, taking into account applicablelaw and regulations related to reporting.
The reporting criteria used for the preparation of the ESG performanceindicators are the applied internal reporting criteria as disclosed in section‘Reporting criteria’ and the ‘Basis of preparation’ as included in the section‘About this report’ as part of the ‘ESG Performance Statements’ of the Annual
Report.

— Energy intensity;

Materiality— Lost Time Injury Rate; andThe selected ESG performance indicators are disclosed in the Annual Reportsection ESG Performance Statements.

Based on our professional judgement we determined materiality levels foreach relevant part of the selected ESG performance indicators. Whenevaluating our materiality levels, we have taken into account quantitative andqualitative considerations as well as the relevance of information for bothstakeholders and the Company.

Basis for our conclusion

Scope of the group review— Total Recordable Injury Rate.

We performed our review in accordance with Dutch law, including Dutch
Standard 3000A ’Assurance-opdrachten anders dan opdrachten tot controleof beoordeling van historische financiële informatie (attest-opdrachten)(assurance engagements other than audits or reviews of historical financial

The Company is the parent company of a group of entities. The selected ESG
performance indicators incorporate the consolidated information of this groupof entities to the extent as specified in the section ‘Reporting criteria’ of thisreport.

KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee

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Risk Management

Corporate GovernanceOur group review procedures consisted of both review procedures atcorporate (consolidated) level and at site level. Our selection of sites in scopeof our review procedures is primarily based on the site’s nature, extent and/or
risk profile.
By performing our review procedures at site level, together with additional
review procedures at corporate level, we have been able to obtain sufficientand appropriate assurance evidence about the group’s selected ESG
performance indicators to provide a conclusion about these.

Limitations to the scope of our review
References to external sources or websites used in determining the selected
ESG performance indicators are not part of the ESG performance indicators
itself as reviewed by us. Therefore, we do not provide assurance on thisinformation.

The Board of Directors’ Responsibilities
The Board of Directors is responsible for the preparation of the selected ESG
performance indicators in accordance with the applicable criteria as
described in the ‘Reporting criteria’ section of our report, including theidentification of stakeholders and the definition of material matters. The
choices made by the Board of Directors regarding the scope of thisassurance engagement and the reporting policies are summarized in section‘Reporting criteria’ and the ‘Basis of preparation’ as included in the section‘About this report’ as part of the ‘ESG Performance Statements’ of the Annual
Report.
Furthermore, the Board of Directors is responsible for such internal control
as it determines is necessary to enable the preparation of the selected ESG
performance indicators that is free from material misstatement, whether due
to fraud or error.

Performance Statements

Other Information

Appendices

Procedures performed to obtain a limited level of assurance are aimed todetermine the plausibility of information and vary in nature and timing, andare less in extent, compared to a reasonable assurance engagement. The
level of assurance obtained in a limited assurance engagement issubstantially lower than the assurance that would have been obtained had areasonable assurance engagement been performed.
We apply the ‘Nadere Voorschriften Kwaliteitssystemen’ (NVKS, Regulations
for Quality management systems) and accordingly maintain acomprehensive system of quality control including documented policies andprocedures regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements.
We have exercised professional judgement and have maintained
professional skepticism throughout the review, in accordance with the Dutch
Standard 3000A, ethical requirements and independence requirements.
Our review included among others:— Evaluating the appropriateness of the reporting criteria used, theirconsistent application and related disclosures in the selected ESG
performance indicators. This includes the evaluation of the results ofstakeholder dialogue and the reasonableness of estimates made by the
Board of Directors;— Obtaining an understanding of the reporting processes for the selected
ESG performance indicators, including obtaining
understanding of internal control relevant to our review;ageneral— Identifying areas of the selected ESG performance indicators where amaterial misstatement, whether due to fraud or error, is most likely tooccur, designing and performing assurance procedures responsive tothese areas, and obtaining assurance information that is sufficient andappropriate to provide a basis for our conclusion. These procedures
included, amongst others:

Auditor’s responsibilities-

Our responsibility is to plan and perform our review in a manner that allows
us to obtain sufficient and appropriate assurance evidence for ourconclusion.

Interviewing management and relevant staff at corporate level
responsible for the strategy, policy and results;-

Determining the nature and extent of the review procedures for thegroup components and locations. For this, the nature, extent and/or

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Corporate Governance

Performance Statements

Other Information

Appendicesrisk profile of these components are decisive. Based thereon weselected the components and locations to visit. The visits to
production sites in the Netherlands and Egypt were aimed at, on a
local level, validating source data and evaluating the design andimplementation of internal controls and validation procedures;-

Interviewing relevant staff responsible for providing the information
for-, carrying out internal control procedures over-, and consolidating
the data in- the selected ESG performance indicators;-

Obtaining assurance information that the selected ESG performanceindicators reconcile with underlying records of the company;-

Reviewing, on a limited test basis, relevant internal and external
documentation;-

Performing an analytical review of the data and trends.

— Evaluating the consistency of the selected ESG performance indicatorswith the information in the report which is not included in the scope of ourreview;— Evaluating the presentation, structure and content of the selected ESG
performance indicators;— Considering whether the selected ESG performance indicators as awhole, including the disclosures, reflects the purpose of the reporting
criteria used.

We have communicated with the Board of Directors regarding, among othermatters, the planned scope and timing of the review and significant findingsthat we identified during our review.
Amstelveen, 22 March 2023
KPMG Accountants N.V.

C.A. Bakker RA

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Performance Statements

Other Information

Appendices

Alternative performance measures (APM)
OCI presents certain financial measures when discussing OCI’s performance, that are notmeasures of financial performance under IFRS. These non-IFRS measures of financial
performance (also known as non-GAAP or alternative performance measures) arepresented because management considers them important supplemental measures of OCI’s
performance and believes that similar measures are widely used in the industry in which OCI
operates. OCI believes that an understanding of its financial performance is enhanced byreporting the following APMs:

Adjusted EBITDA-

EBITDA-

Adjusted EBITDA

Adjusted net profit is the total net profit, adjusted for additional items and costs thatmanagement considers not reflective of our core operations.

-

Adjusted net profit-

Free cash flow

EBITDA, adjusted EBITDA, adjusted net profit and free cash flow are supplemental measuresof financial performance that are not required by, or presented in accordance with, IFRS.
Therefore, EBITDA, adjusted EBITDA, adjusted net profit and free cash flow should beviewed as supplemental but not as a substitute for measures presented in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income, which are determined inaccordance with IFRS.
External stakeholders should not consider EBITDA, adjusted EBITDA, adjusted net profit
and free cash flow (a) as an alternative to operating profit or profit before taxation (asdetermined in accordance with IFRS) as a measure of our operating performance, and (b) as
an alternative to any other measure of performance under IFRS. Because not all companies
define adjusted EBITDA, EBITDA, adjusted net profit and free cash flow in the same way,these measures may not be comparable to similarly titled measures used by other companies.
Definitions and explanations of the use of the APMs are described below. Reconciliations of
the APMs to the most directly reconcilable line item are presented on the following pages.

Adjusted EBITDA is defined as EBITDA, adjusted for additional items and costs thatmanagement considers not reflective of our core operations.

Adjusted net profit

Free cash flow
Free cash flow (FCF) reflects an additional way of viewing our liquidity that we believe isuseful to our investors and is defined as cash flow reflecting the EBITDA for the year, change
in working capital, maintenance capital expenditure, taxes paid, cash interest paid, lease
payments, dividends from equity accounted investees, dividends paid to non-controllinginterests and adjustment for other non-cash items.

Reconciliation of operating profit to adjusted EBITDA$ millions

2022

2021

3,004.3

1,562.8

599.9

891.6

3,604.2

2,454.4

APM adjustments

286.8

72.1

Adjusted EBITDA

3,891.0

2,526.5

Operating profit
Depreciation, amortization and impairment
EBITDAEBITDAEBITDA is defined as the total net profit before interest, income tax expenses, depreciation,amortization and impairment foreign exchange gains and losses and income from equity
accounted investees.

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Other Information

Appendices

Alternative performance measures (APM) continued
Reconciliation of reported net profit to adjusted net profit

Reconciliation of operating profit to adjusted EBITDA continued
APM adjustments at EBITDA level:$ millions$ millions

2022

2021

Natgasoline

122.0

94.5

Unrealized (gain) / loss on natural gas hedging

115.0(10.0)

Unrealized (gain) / loss on EUA derivatives

2.8

(1.7)

Provisions and other

47.0(10.7)

286.8

72.1

Total APM adjustments at EBITDA level-

Natgasoline is not consolidated and an adjustment of USD 122.0 million was made for
OCI’s 50% share in the plant’s EBITDA in 2022. Natgasoline’s contribution to adjusted
EBITDA in 2021 was USD 94.5 million.

-

The unrealized results on natural gas hedge derivatives of USD 115.0 million in 2022
and USD (10.0) million in 2021 relate to hedging activities at OCIB, IFCo and in
the Netherlands.

-

The unrealized results on EUA derivatives of USD 2.8 million in 2022 and USD (1.7) million
in 2021 relate to the unrealized gain on EUA hedges at OCIN and BioMCN.

-

Other adjustments of USD 47.0 million in 2022 and USD (10.7) million in 2021
mainly relates to movements in provisions related to ongoing litigation and claims andother adjustments.

2022

2021

1,237.4

570.5

Adjustments at EBITDA level

286.8

72.1

Add back: Natgasoline EBITDA adjustment(122.0)(94.5)

2.3(12.2)

Forex (gain) / loss on USD exposure(39.3)

1.4

Expenses related to refinancing

68.5

61.7

Non-controlling interests adjustment(59.5)

34.1

Accelerated depreciation and impairments of PP&E

26.5

300.7

-

(197.2)Other adjustments(26.9)-Tax effect of adjustments(30.4)(4.8)

Total APM adjustments at net profit level

106.0

161.3

1,343.4

731.8

Reported net profit attributable to owners of the Company

Result from associate (change in unrealized gas hedging Natgas)

Recognition of previously unused tax losses

Adjusted net profit attributable to owners of the Company

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Other Information

Appendices

Alternative performance measures (APM) continued
Reconciliation of reported net profit to adjusted net profit continued
The main APM adjustments at net profit level relate to:-

The adjustment on result from associate of USD 2.3 million in 2022 and USD (12.2) million
in 2021 mainly relates to the unrealized results on natural gas hedge derivatives
at Natgas.

-

FX impact of USD (39.3) million in 2022 and USD 1.4 million in 2021 relates to theforeign exchange gains or losses on loans and borrowings and related instruments on
USD exposure carried at entities which do not have USD as functional currency.

Free cash flow
$ millions

2022

2021

3,348.7

2,264.1

Maintenance capital expenditure(263.5)(225.4)

Lease payments(39.2)(38.8)

Dividends paid to non-controlling interests(1,112.2)(442.7)

1.8

2.7

Cash flow from operating activities-

Refinancing expenses of USD 68.5 million in 2022 and USD 61.7 million in 2021 relates toearly redemption costs and accelerated amortization, mainly at OCI N.V. and IFCo.

Dividend from equity accounted investees-

Non-controlling interests adjustment of USD (59.5) million in 2022 and USD 34.1 million
in 2021 is related to the calculated profit attributable to non-controlling interests on all
APM adjustments.

Sorfert reinvestment case

-

29.7

Other non-operating items(16.9)

4.3

1,918.7

1,593.9-

Accelerated depreciation and impairments of PP&E of USD 26.5 million in 2022 relates tothe impairment of BioMCN. Accelerated depreciation of USD 300.7 million in 2021 mainly
relates to the impairment of BioMCN and accelerated depreciation of the shiploader
at Fertil.

-

Recognition of previously unused tax losses of USD (197.2) million in 2021 relates to therecognition of a deferred tax asset at IFCo.

-Tax effect of adjustments of USD (30.4) million in 2022 and USD (4.8) million in 2021 isrelated to the calculated tax effect of all APM adjustments.

Free cash flow

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Performance Statements

Other Information

Appendices

Shareholder information
Share listing

Dividend policy

OCI N.V.’s shares have been listed on the Euronext in Amsterdam as of 25 January 2013.

Share capital

OCI has a dividend / capital allocation policy, which combines a consistent base returnof capital of $400 million per year with an additional variable component linked to FCF
generated. Distributions will be made twice per year.

The authorized capital of the Company amounts to EUR 12 million. The authorized capital is
divided into 600 million shares, with a nominal value of EUR 0.02 each. OCI’s issued sharecapital consists of 210,712,004 ordinary shares. The shares are registered shares. No sharecertificates are issued.

Going forward, the policy is subject to maintaining an investment grade credit profile witha target of net leverage below 2x through the cycle, and balance availability of funds andexcess FCF for profit distribution to shareholders while pursuing value accretive sustainability
and other growth opportunities.

As at 31 December 2022, 47% of the total shares outstanding were free-float.

Shareholder engagement
We place great importance on maintaining active dialogue with existing and potential
shareholders, banks, and analysts. We are committed to providing relevant, high-quality
and timely information to all stakeholders, and to giving current and potential shareholders,
analysts and financial press broader insight into the Company and the industries in which we
operate. We ensure that relevant information is provided equally and simultaneously to allinterested parties as governed by our shareholder communications policy.

Information in 2022
Number of outstanding ordinary shares as at 31 December 2022

210,712,004

Highest share price (EUR/share)

43.18

Average share price (EUR/share)

33.60

Lowest share price (EUR/share)

23.02

Share price at 31 December 2022 (EUR/share)

33.42

Market capitalization at 31 December 2022 (EUR billion)

7.04

As per our by-laws, we observe a ‘black-out’ period during which analysts’ meetings andpresentations to and/or direct discussions with current or potential shareholders do not takeplace shortly before the publication of the regular financial information.
We regularly schedule conference calls and meetings with potential and current equity anddebt investors through roadshow days, conferences and inhouse meetings. In addition to
the Investor Relations director, meetings were conducted by our Executive Chair, CEO and
CFO. We hold results conference calls hosted by our CEO and CFO on the day results are
published, during which investors and analysts are invited to ask questions. A replay option ismade available on our website.
In order to ensure our Board of Directors is fully apprised of shareholders’ areas of focus,
concerns, and feedback, an investor relations update is provided at each Board meeting.

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Other Information

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Shareholder information continued
Shareholders

Contact us

According to the Dutch Financial Supervision Act, shareholders of 3% or more must disclose
their holdings to the Dutch Authority for the Financial Markets (AFM). These disclosures are
made available on the AFM’s public register, which can be found at www.afm.nl. According
to the AFM’s register, the following shareholders possessed an interest of 3% or more as at
31 December 2022:

This Annual Report is available online at www.oci-global.com.

Name of legal entity / Name of natural person% of shares

Number of shares

Nassef Sawiris

38.71%

81,564,223

Yousriya Loza Sawiris

9.25%

19,488,513

Samih Sawiris

4.97%

10,464,636

Remaining shares

47.08%

99,194,632

OCI N.V.
Honthorststraat 19
1071 DC Amsterdam
The Netherlands
OCI N.V. stock symbols: OCI / OCI.NA / OCI.AS
Investor relations contact
Hans Zayed
Investor Relations Director
E-mail: hans.zayed@oci-global.com
investor.relations@oci-global.com
All other enquiries
Gillian Daines
Head of Corporate Communications
E-mail: gillian.daines@oci-global.com
corporatecommunications@oci-global.com

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Risk Management

Appendices

Corporate Governance

Performance Statements

Other Information

Appendices

1 GRI Index

262

2 TCFD Index

268

3 SASB Index

269

4 UN Global Compact Index

272

5 Climate change risks andopportunities

274

6 Definitions andabbreviations

275

Annual Report 2022

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Other Information

Appendices

1 GRI Index
General disclosures
GRI
indicator

Disclosure

Details / reference

General disclosures
GRI 1: Foundation 2021
Statement of use

OCI has reported in reference with the GRI Standards for the period 1/1/2022 - 31/12/22.

GRI 2: General Disclosures 2021
2-1

Organizational details

Chapter "Our company" (pages 12-17)

2-2

Entities included in the organization’s sustainability reporting

Note 34 of the financial statements; annual reporting cycle; publication date: 22 March 2023; all the entities in theorganization’s financial reporting are also included in its sustainability reporting; "About this report" (page 229)

2-3

Reporting period, frequency and contact point

Year ended 31 December 2022; corporatecommunications@oci-global.com

2-4

Restatements of information

Any exceptions, restatements, or changes to data reported are noted where applicable; see "Basis of preparation"(page 238)

2-5

External assurance

External assurance provided on financial information. Limited assurance on four sustainability KPIs, see "About thisreport" (page 229), "Independent auditor's report" (pages 241-252) and the "Assurance report of the independent
auditor" (pages 253-255). While our remaining sustainability information is not externally assured, it is reviewed andverified by corporate and local function heads.

2-6

Activities, value chain and other business relationships

Chapter "Our company" (pages 12-17); chapter "How we create value" (page 34)

2-7

Employees"Social performance statements"(page 221)2-8Workers who are not employees

Chapter "Social performance" (pages 64-67)

2-9

Governance structure and composition

Chapter "Board report" (pages 90-104)

2-10

Nomination and selection of the highest governance body

Chapter "The Board of Directors" (pages 90-93); chapter "2022 Board and Committee meetings" (pages 99-104)

2-11

Chair of the highest governance body

Chapter "Board profile" (pages 94-97); chapter "Board composition and independence" (page 92)

2-12Role of the highest governance body in overseeing themanagement of impacts

Chapter "2022 Board and Committee meetings" (page 99); chapter "Governance performance" (pages 72-74)

2-13Delegation of responsibility for managing impacts

Chapter "2022 Board and Committee meetings" (page 99); chapter "Governance performance" (pages 72-74)

2-14

Role of the highest governance body in sustainability reporting

Chapter "Materiality assessment" (pages 31-33); chapter "About this report" (pages 229-231)

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Other Information

Appendices

1 GRI Index continued
GRI
indicator

Disclosure

Details / reference

2-15

Conflicts of interest

Potential or actual conflicts of interest are governed by OCI’s Articles of Association and By-Laws, and corporate
governance policies and procedures.
A Director shall immediately report any conflict of interest or potential conflict of interest that is of material significanceand may not take part in any discussion or decision-making that involves a subject or transaction in relation to which hehas a potential conflict of interest with the Company. OCI complies with provisions 2.7.3, 2.7.4, 2.7.5 and 2.7.6 of the
Dutch Corporate Governance Code.

2-16

Communication of critical concerns

Chapter "Our approach to responsible business practices" (pages 74-75) section "Our whistleblowing framework"(page 75)

2-17

Collective knowledge of the highest governance body

Chapter "Board involvement" (page 93)

2-18

Evaluation of the performance of the highest governance body

Chapter "Assessment and evaluation of the Board" (page 104)

2-19

Remuneration policies

Chapter "Remuneration Report" (pages 107-126)

2-20

Process to determine remuneration

Chapter "Remuneration Report" (pages 107-126)

2-21

Annual total compensation ratio

Chapter "Internal pay ratio" (page 121). We report in line with the Dutch Corporate Governance Code and disclose theratio of the annual total compensation for the organization's highest-paid individual compared to the average annual
total compensation for all employees. We do not report the ratio of the annual total compensation for the organization’s
highest-paid individual to the median annual total compensation for all employees.

2-22Statement on sustainable development strategy"Letter from the CEO" (pages 5-7)

2-23

Policy commitments

Chapter "Our approach to responsible business practices" (pages 74-76)

2-24

Embedding policy commitments

Chapter "Our approach to responsible business practices" (pages 74-76)

2-25

Processes to remediate negative impacts

Chapter "Our approach to responsible business practices" (pages 74-75)

2-26

Mechanisms for seeking advice and raising concerns

Chapter "Our approach to responsible business practices" (pages 74-75)

2-27

Compliance with laws and regulations

There have not been significant instances of non-compliance during the reporting period.

2-28

Membership associations

Chapter "Industry and sustainability partnerships" (page 237)

2-29

Approach to stakeholder engagement

Chapter "Stakeholder engagement" (pages 235-238)

2-30

Collective bargaining agreements

Chapter "Human and labour rights" (page 69) section "Unions and Works Councils"

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Other Information

Appendices

1 GRI Index continued
Topic-specific disclosures
GRI standard

Disclosure

Details / reference

3-1 Process to determine material topics

Chapter "Materiality assessment" (pages 31-33); section "Materiality assessment" (page 230)

3-2 List of material topics

Chapter "Materiality assessment" (pages 31-33)

Material topics
GRI 3: Material Topics 2021

Local community engagement
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Local community engagement" (page 70)

GRI 201: Economic
Performance 2016

201-1 Direct economic value generated and distributed

Chapter "Financial performance" (pages 36-40)

Responsible business practices
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Our approach to responsible business practices" (pages 74-75)

GRI 205: Anticorruption 2016

205-3 Confirmed incidents of corruption and actions taken

0 incidents of corruption occurred during the reporting period.

GRI 418: Customer
Privacy 2016418-1 Substantiated complaints concerning breaches ofcustomer privacy and losses of customer data

0 substantiated complaints received concerning breaches of customer privacy, leaks, thefts, or losses ofcustomer data identified during the reporting period.

GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Climate change action" (pages 42-53)

GRI 302: Energy 2016

302-1 Energy consumption within the organization"Environmental performance statements" (page 218)

302-3 Energy intensity"Environmental performance statements" (page 218)

305-1 Direct (Scope 1) GHG emissions"Environmental performance statements" (page 218); chapter "Our GHG emissions profile" (page 43)

305-2 Energy indirect (Scope 2) GHG emissions"Environmental performance statements" (page 218); chapter "Our GHG emissions profile" (page 43)

305-3 Other indirect (Scope 3) GHG emissions

Chapter "Our GHG emissions profile" (page 43)

305-4 GHG emissions intensity"Environmental performance statements" (page 218)305-5 Reduction of GHG emissions"Environmental performance statements" (page 218); chapter "Decarbonization roadmap" (pages 44-53)

201-2 Financial implications and other risks andopportunities due to climate change

Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management and internal
control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks" (page 87)

Climate change action

GRI 305: Emissions 2016

GRI 201: Economic
Performance 2016

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Other Information

Appendices

1 GRI Index continued
GRI standard

Disclosure

Details / reference

GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Water in our operations" (pages 59-61)

GRI 303: Water andEffluents 2018

303-1 Interactions with water as a shared resource"Environmental performance statements" (pages 218-220); chapter "Water in our operations" (pages 59-61)

303-2 Management of water discharge-related impacts"Environmental performance statements" (pages 218-220); chapter "Water in our operations" (pages 59-61)

303-3 Water withdrawal"Environmental performance statements" (pages 218-220); chapter "Water in our operations" (pages 59-61)

303-4 Water discharge"Environmental performance statements" (pages 218-220); chapter "Water in our operations" (pages 59-61)

303-5 Water consumption"Environmental performance statements" (pages 218-220); chapter "Water in our operations" (pages 59-61)

Water in our operations

Local biodiversity and ecosystem services
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Local biodiversity and ecosystem services" (page 63)

GRI 304: Biodiversity 2016

304-1 Operational sites owned, leased, managed in, or
adjacent to, protected areas and areas of high biodiversity
value outside protected areas

Chapter "Local biodiversity and ecosystem services" (page 63)

Non-GHG pollution in our operations
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Non-GHG pollution in our operations" (page 63)

GRI 305: Emissions 2016305-7 Nitrogen oxides (NOX), sulfur oxides (SOX), andother significant air emissions"Environmental performance statements" (page 218)

Resource use and circular economy
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Resource use and circular economy" (page 63)

GRI 306: Waste 2020306-1 Waste generation and significant wasterelated impacts

Chapter "Resource use and circular economy" (page 63); chapter "Our products" (pages 13-17)

306-2 Management of significant waste-related impacts

Chapter "Resource use and circular economy" (page 63); chapter "Our products" (pages 13-17)

306-3 Waste generated"Environmental performance statements" (pages 218-220)

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Other Information

Appendices

1 GRI Index continued
GRI standard

Disclosure

Details / reference

Employee engagement, talent, and development of our own workforce
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Employee engagement" (page 69)

GRI 401: Employment 2016

401-1 New employee hires and employee turnover

Chapter "Diversity & inclusion in our own workforce" (pages 67-69); "Social performance statements" (page222)

GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Health, safety & wellbeing" (pages 64-67)

GRI 403: Occupational
Health and Safety 2018403-1 Occupational health and safety management system

Chapter "Health, safety & wellbeing" (pages 64-67)

403-2 Hazard identification, risk assessment, andincident investigation

Chapter "Health, safety & wellbeing" (pages 64-67); chapter "Operational risks" (pages 83-85): ability tomaintain our health, safety and environment (HSE) standards

403-3 Occupational health services

Chapter "Health, safety & wellbeing" (pages 64-67); chapter "Operational risks" (pages 83-85): ability tomaintain our health, safety and environment (HSE) standards

403-4 Worker participation, consultation, andcommunication on occupational health and safety

Chapter "Health, safety & wellbeing" (pages 64-67)

403-5 Worker training on occupational health and safety

Chapter "Health, safety & wellbeing" (pages 64-67); chapter "Operational risks" (pages 83-85): ability tomaintain our health, safety and environment (HSE) standards

403-6 Promotion of worker health

Chapter "Health, safety & wellbeing" (pages 64-67)

403-7 Prevention and mitigation of occupational health andsafety impacts directly linked by business relationships

Chapter "Health, safety & wellbeing" (pages 64-67); chapter "Operational risks" (pages 83-85): ability tomaintain our health, safety and environment (HSE) standards

403-8 Workers covered by an occupational health andsafety management system

Chapter "Health, safety & wellbeing" (pages 64-67)

403-9 Work-related injuries"Social performance statements" (page 221)

Health, safety and wellbeing

Diversity and inclusion in our workforce
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Diversity & inclusion in our own workforce" (pages 67-69)

GRI 405: Diversity andEqual Opportunity

405-1 Diversity of governance bodies and employees

Chapter "Diversity & inclusion in our own workforce" (pages 67-69); section "Diversity & inclusion" (page 93);"Social performance statements" (page 222)

3-3 Management of material topics

Chapter "Human and labour rights" (page 69)

Human and labour rights
GRI 3: Material Topics 2021

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1 GRI Index continued
GRI standard

Disclosure

Details / reference

GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Product stewardship" (pages 53-59)

GRI 416: Customer Healthand Safety 2016416-2 Incidents of non-compliance concerning the healthand safety impacts of products and services

0 Incidents of non-compliance concerning the health and safety impacts of products and services occurred
during the reporting period.

Product stewardship

Sustainable innovation and technology
GRI 3: Material Topics 2021

3-3 Management of material topics

Chapter "Sustainable innovation and technology" (page 62)

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2 TCFD Index
Category

Disclosure

Reference

Governance (a)Describe the board’s oversight of climate-related risks and opportunities

Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management
and internal control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks"(page 87)

Governance (b)Describe management’s role in assessing and managing climate-related risks Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management
and opportunities
and internal control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks"(page 87)

Strategy (a)Describe the climate-related risks and opportunities the organization has
identified over the short, medium, and long term

Chapter "Climate change risks and opportunities" (page 274)

Strategy (b)Describe the impact of climate-related risks and opportunities on theorganization’s businesses, strategy, and financial planning

Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management
and internal control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks"(page 87)

Strategy (c)Describe the resilience of the organization’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario

Chapter "Climate change action" (pages 42-43)

Risk Management (a)Describe the organization’s processes for identifying and assessing climaterelated risks

Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management
and internal control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks"(page 87)

Risk Management (b)Describe the organization’s processes for managing climate-related risks

Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management
and internal control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks"(page 87)

Risk Management (c)Describe how processes for identifying, assessing, and managing climaterelated risks are integrated into the organization’s overall risk management

Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management
and internal control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks"(page 87)

Metrics andTargets (a)Disclose the metrics used by the organization to assess climate-related risks
and opportunities in line with its strategy and risk management process

Chapter "Climate change risks and opportunities" (page 274); chapter "Enterprise risk management
and internal control" (pages 78-80) section "Strategic risks" (page 82) and "Regulatory risks"(page 87)

Metrics andTargets (b)Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas(GHG) emissions, and the related risks

Chapter "Our GHG emissions profile" (page 43), chapter "Decarbonization roadmap" (pages 44-46)

Metrics andTargets (c)Describe the targets used by the organization to manage climate-relatedrisks and opportunities and performance against targets

Chapter "Decarbonization roadmap" (pages 44-53)

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Other Information

Appendices3 SASB Index
SASB Reference Metric

Category

Unit of measure

Reference

Environment
GHG gas emissions
RT-CH-110a.1

Gross global Scope 1 emissions, percentage covered under emissions-limiting regulations

Quantitative

Metric tons (t)CO2e,Percentage (%)"Environmental performancestatements" (page 218)

RT-CH-110a.2

Discussion of long-term and short-term strategy or plan to manage Scope 1 emissions,emissions reduction targets, and an analysis of performance against those targets

Discussion
and analysis

n/aChapter "Climate change
action" (pages 42-43); "OurGHG emissions profile" (page43); chapter "Decarbonization
roadmap" (pages 44-53)

Air emissions of the following pollutants: (1) NOx (excluding N2O), (2) SOx, (3) volatileorganic compounds (VOCs), and (4) hazardous air pollutants (HAPs)

Quantitative

Metric tons (t)"Environmental performancestatements" (page 218)

(1) Total energy consumed, (2) percentage grid electricity, (3) percentage renewable, (4)total self-generated energy

Gigajoules (GJ),
Percentage (%)

Metric tons (t)"Environmental performancestatements" (page 218)

RT-CH-140a.1

1) Total water withdrawn, (2) total water consumed, percentage of each in regions withHigh or Extremely High Baseline Water Stress

QuantitativeThousand cubic
meters (m3),Percentage (%)"Environmental performancestatements" (pages 218-220)

RT-CH-140a.2

Number of incidents of non-compliance associated with water quality permits, standards,
and regulations

Quantitative

Number0 incidents of non-complianceassociated with water
quality permits, standards,
and regulations.

RT-CH-140a.3

Description of water management risks and discussion of strategies and practices tomitigate those risksn/aChapter "Water in ouroperations" (pages 59-61)

Metric tons (t),Percentage (%)"Environmental performancestatements" (pages 218-220)

Air quality
RT-CH-120a.1
Energy management
RT-CH-130a.1
Water management

Hazardous waste management
RT-CH-140a.1

Amount of hazardous waste generated, percentage recycled

Quantitative

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Other Information

Appendices3 SASB Index continued
SASB Reference Metric

Category

Unit of measure

Reference

Discussion
and analysis

n/aChapter "Local community
engagement" (page 70)

SocialCommunity relations
RT-CH-210a.1

Discussion of engagement processes to manage risks and opportunities associated with
community interests

Workforce health & safety
RT-CH-320a.1(1) Total recordable incident rate (TRIR) and (2) fatality rate for (a) direct employees and(b) contract employees

Quantitative

Rate"Social performance statements"(page 221)

RT-CH-320a.2

Description of efforts to assess, monitor, and reduce exposure of employees and contract
workers to long-term (chronic) health risks

Discussion
and analysis

n/aChapter "Health, safety &wellbeing" (pages 64-67)

Quantitative

Reporting currency"Environmental performancestatements" (page 220)

RT-CH-410b.1(1) Percentage of products by revenue that contain Globally Harmonized System of
Quantitative
Classification and Labeling of Chemicals (GHS) Category 1 and 2 Health and Environmental
Hazardous Substances, (2) percentage of such products by revenue that have undergonea hazard assessment

Reporting currency"Social performance statements"(page 221)

RT-CH-410b.2

Discussion of strategy to (1) manage chemicals of concern and (2) develop alternatives
with reduced human and/or environmental impact

Discussion
and analysis

n/aChapter "Product stewardship"(pages 53-59)

Quantitative

Percentage (%) by revenue"Social performance statements"(page 221)

Product design for use-phase efficiency
RT-CH-410a.1

Revenue from products designed for use-phase resource efficiency

Safety & environmental stewardship of chemicals

Genetically modified organisms
RT-CH-410c.1

Percentage of products by revenue that contain genetically modified organisms (GMOs)

Operational safety, emergency preparedness & response
RT-CH-540a.1

Process Safety Incidents Count (PSIC), Process Safety Total Incident Rate (PSTIR), andProcess Safety Incident Severity Rate (PSISR)

Quantitative

Number, Rate

"Social performance statements"(page 221)

RT-CH-540a.2

Number of transport incidents

Quantitative

Number"Social performance statements"(page 221)

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Other Information

Appendices3 SASB Index continued
SASB Reference Metric

Category

Unit of measure

Reference

Discussion of corporate positions related to government regulations and/or policy
proposals that address environmental and social factors affecting the industry

Discussion
and analysis

n/aChapter "Climate change risks
and opportunities" (page 274);
chapter "Human and labour
rights" (page 69)

Production by reportable segment

Quantitative

Metric tons (t)"Environmental performancestatements" (page 220)

GovernanceManagement of the legal & regulatory environment
RT-CH-530a.1

Other
Activity metric
RT-CH-000.A

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Appendices4 UN Global Compact Index
UN Global Compact Principle

Reference

1. Support and respect the protection of internationally proclaimed human rights

Chapter "Human and labour rights" (pages 69-70)

2. Make sure that they are not complicit in human rights abuses

Chapter "Human and labour rights" (pages 69-70)

3. Uphold the freedom of association and the effective recognition of the right to collective bargaining

Chapter "Human and labour rights" (pages 69-70)

4. Uphold the elimination of all forms of forced and compulsory labour

Chapter "Human and labour rights" (pages 69-70)

5. Uphold the effective abolition of child labour

Chapter "Human and labour rights" (pages 69-70)

6. Uphold the elimination of discrimination in respect of employment and occupation

Chapter "Human and labour rights" (pages 69-70)

7. Support a precautionary approach to environmental challenges

Chapter "Environmental performance" (pages 41-63)

8. Undertake initiatives to promote greater environmental responsibility

Chapter "Environmental performance" (pages 41-63)

9. Encourage the development and diffusion of environmentally friendly technologies

Chapter "Environmental performance" (pages 41-63)

10. Work against corruption in all its forms, including extortion and bribery

Chapter "Our approach to responsible business practices" (pages 74-76)

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Appendices4 UN Global Compact Index continued
UN Global Compact Connectivity Table

Strategic implication

Material topic

Climate change action
Level 1
Level 1 topics are
strategically importantand at the core of
our strategy.
These topics arereported throughstrategic KPIs, to theextent possible. For
some level 1 topics,
target- and KPI-setting
is ongoing.

Focus
SDG

SDG Target

7.2 By 2030, increase substantially the share of renewable energy in the global energy mix
13.2 Integrate climate change measures into strategies and planning

Health, safety and wellbeing
Product stewardship

2.1 By 2030, end hunger and ensure access by all people, in particular the poor and people in vulnerable situations,
including infants, to safe, nutritious and sufficient food all year round

Diversity and inclusion in ourown workforce

5.5 Ensure women’s full and effective participation and equal opportunities for leadership at all levels of decision-making

Employee engagement, talent anddevelopment of our workforce
Responsible business practices

16.5 Substantially reduce corruption and bribery in all their forms

Water in our operations
Level 2

Human and labour rights

Level 2 topics arematerially important.

Sustainable innovation and technology

We set targets andreport on these
topics according torequired frameworks
and regulations.

Resource use and circular economy
Non-GHG pollution in our operations
Local community engagement

2.1 By 2030, end hunger and ensure access by all people, in particular the poor and people in vulnerable situations,
including infants, to safe, nutritious and sufficient food all year round

Local biodiversity and ecosystem services

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Other Information

Appendices

5 Climate change risks and opportunities
Our approach to climate change

Our Enterprise Risk Management (ERM) framework equips us with the policies and procedures to facilitate the evaluation and management of risks across our organization. We assess andmonitor the physical and transitional risks presented by climate change as one of our primary risks (refer to page 81), and believe we have adequate mitigation and sustainability strategies tomaximize the opportunities to develop our business and help combat climate change. Please refer to page 151 in the Financial Statements for a financial impact assessment of climate risks.

Transition risks

Physical risks

Extremeweather events

Water
stressChanging
weather patterns

Rising global
temperatures

Risingsea levels

Physical risks caused by rising global temperatures include extreme weather events(hurricanes, floods), changing weather patterns, increased water stress, and rising sea
levels. These events and changes can impact our supply chain, disrupt planting cycles
and growing conditions, and impede farmers’ ability to apply crop nutrients.

Potential impact• Rising insurance costs and lower pay-outs• Unplanned downtime• Interruption to supply chain, such as
power outages caused by hurricanes

Regulatorychanges

Cost to transition to lower
emissions technology

Dietary
shiftsTransition risks associated with transitioning to a lower-carbon economy are primarily
related to (i) changes in carbon-linked regulations and policies, such as the ETS system,
the proposed European carbon border adjustment mechanism, and other potential
carbon taxation mechanisms, (ii) costs associated with transitioning to lower emissions
technology and resource efficiency, and (iii) dietary shifts to more plant-based nutrition.

Potential impact• Changing weather patterns impacting
availability of water and reducing
predictability of planting seasons• Commodity price volatility• Higher capital expenditures to transition
to lower emissions technologies• Higher or new taxation measures oncarbon-related products• Changes to crop demand toaccommodate dietary shifts to more
plant-based nutrition

OCI’s resilience: mitigants and opportunities:• Decarbonization pathway: we are pursuing a decarbonization strategy with long-term targets, as described on pages 44 - 52.
• Sustainable products: we are growing our sustainable fuel and feedstock product portfolio to accelerate our path to decarbonization, as described on pages 14 - 16.
• Water efficiency: we are focused on continuously improving our water efficiency, particularly in water stressed regions where we primarily use seawater, as described on pages 59 - 61.
• Low carbon nutrients: our low carbon nitrates and de-carbonizing efforts for our nitrogen fertilizers help reduce farming emissions, and our nitrogen fertilizer product offering is key to maximize
soil health and feeding the crops that are the favoured by global dietary shifts, described on pages 53, 55 and 56.
• Digital solutions: our digital applications help farmers monitor weather patterns to optimize their activity planning and calculate optimal nutrition application, as described on pages 55 and 56.

Analyst's
cornerGRI 201-2
SASB RT-CH-530a.1
TCFD (see TCFD Index)

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

6 Definitions and abbreviations
Abbreviations
AB&C

Anti-Bribery and Corruption

EACs

Energy Attribute Certificates

IEA

International Energy Agency

AC

Audit Committee

EBIC

Egypt Basic Industries Corporation

IFA

International Fertilizer Association

ADNOC

Abu Dhabi National Oil Company

EBITDAIFCo

ADX

Abu Dhabi Securities Exchange

Earnings Before Interest, Taxes, Depreciation
and Amortization

Iowa Fertilizer Company, now branded as OCI
Nitrogen Iowa or OCI Nitrogen North America

AGM

Annual General Meeting of Shareholders

EEF’s

Enhanced Efficiency Fertilisers

IFRS

International Financial Reporting Standards

APM

Alternative Performance Measures

EFC

Egyptian Fertilizers Company

IIA

Institute of Internal Auditors

AN

Ammonium nitrate

EGM

Extraordinary General Meetings

IMO

International Maritime Organization

AS

Ammonium sulphate

EIR

Environmental incident rate

IMPCA

BACT

Best Available Control Technology

EMPA

European Melamine Producers Association

International Methanol Producers &Consumers Association

Earnings per share

Intergovernmental Panel on Climate Change

Now branded as OCI Methanol Europe

EPS

IPCC

BioMCN

ESG

Environmental, Social, Governance

IoT

Internet of Things

FCF

Free cash flow

IRA

Inflation Reduction Act

Fertil

Ruwais Fertilizer Industries

ISCC

International Sustainability & Carbon Certification

FID

Final investment decision

LCA

Life-cycle analysis

FSC

Forest Stewardship Council

LTI

Lost time injury

GHG

Greenhouse gas

LTIR

Lost time injury rate

GJ

Gigajoule

M

MillionGM

General Meeting of Shareholders

M m3Million cubic meters

GMOs

Genetically Modified Organisms

MENA

Middle East and North Africa

GRI

Global Reporting Initiative

MMBTU

Million British thermal unit

HSE

Health, Safety and Environment

MNEs

Multinational enterprises

HSE&SC

Health, Safety, Environment andSustainability Committee

MPC

Maximum Proven Production Capacity

MT

Million metric tons

MTO

Methanol-to-olefinsBN

BillionCAN

Calcium ammonium nitrate

CapEx

Capital expenditure

CI

Carbon intensity

CBAM

EU's Carbon Border Adjustment Mechanism

CCS

Carbon capture and storage

CSR

Chemical Safety Reports

CSRD

EU’s Corporate Sustainability Reporting Directive

CLHCO

Chief Legal and Human Capital Officer

CO2

Carbon dioxide

CO2eCarbon dioxide equivalent

COSO

Committee of Sponsoring Organizations of theTreadway Commission

DEF

Diesel exhaust fluid

ICF

Internal Control Framework

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Introduction

About Us

Our Performance

Risk Management

Corporate Governance

Performance Statements

Other Information

Appendices

6 Definitions and abbreviations continued
N2O

Nitrous oxideRED

EU’s renewable energy directive

WCKWorld Central Kitchen

NOx

Nitrogen oxide

RES

Renewable energy sources

WRC

World Rally Championship

NCI

Non-controlling interests

RFNBO

EU’s Renewable Fuels of Non-biological Origin

YoY

Year-on-year

NF LoR

Non-financial Letter of Representation

SASB

Sustainability Accounting Standards Board

NOx

Nitrogen oxide

SCR

Selective Catalytic Reduction

N&RC

Nomination and Remuneration Committee

SDG

Sustainable Development Goal

NUE

Nitrogen Use Efficiency

SDS

Safety data sheet

SFSD

Sawiris Foundation for Social Development

SO

Sulphur dioxide

SRD II

European Shareholder Rights Directive

STEM

Science, Technology, Engineering, and Maths

SVHC

Substance of Very High Concern

OECD BEPS OECD/G20 Inclusive Framework on Base Erosion
and Profit Shifting

2

OHSAS

Occupational Health and Safety
Assessment Series

OCIB

OCI Beaumont, now branded as OCI Methanol
Texas or OCI Methanol North America

OCIN

OCI Nitrogen, now branded as OCI
Nitrogen Europe

TCFD

Task Force on Climate-related
Financial Disclosures

OpEx

Operational expenditures

TFI

The Fertilizer Institute

OSHA

Occupational Safety and Health Administration

TJ

Terajoule

PAHs

Polyaromatic hydrocarbons

TRIR

Total recordable injury rate

PCBs

Polychlorinated biphenyls

TRL

Technology readiness level

PMT

Persistent, Mobile, Toxic

TSR

Total shareholder return

POPs

Persistent organic pollutants

UAE

United Arab Emirates

PPAs

Power Purchase Agreements

UAN

Urea ammonium nitrate

PPE

Personal protection equipment

PSI

Process safety incident

UN
FAOSTAT

United Nations Food and Agriculture
Organization Statistics

RCF

Recycled carbon fuelUNICEF

United Nations International Children’s
Emergency Fund

REACH

Registration, Evaluation, Authorization andRestriction of Chemicals

VPP

Voluntary Protection Program

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