Press release from the Competition Council regarding the concentration project involving the acquisition of exclusive control of the company “Fertiglobe plc” by the company “ADNOC Fertilizers – Sole Proprietorship, L.L.C” through the acquisition of 50% plus one share of the capital and associated voting rights

In accordance with Article 13 of Law 104-12 on freedom of prices and competition and Article 10 of Decree No. 2-14-652 issued for its implementation as amended and supplemented, the Competition Council makes available to the public the “operation summary” below, containing the information provided by the parties.

This information was prepared by the notifying party, which is solely responsible. Any inaccurate or distorted information contained therein does not in any way prejudge the Competition Council’s position on the proposed operation.

The publication of this press release does not attest to the completeness of the file provided for in Article 9 of Decree No. 2-14-652 issued for the implementation of Law 104-12 on freedom of prices and competition as amended and supplemented.

Names of the companies and groups concerned:

• The acquirer: ADNOC Fertilizers – Sole Proprietorship, L.L.C.
• The target: Fertiglobe plc.

Nature of the operation

• Acquisition of exclusive control

Economic sectors concerned

• Production and sale of anhydrous ammonia;
• Production and sale of urea.

Deadline for interested third parties to submit their observations

– 10 days from the date of publication of this press release, i.e. March 4, 2024.

NON-CONFIDENTIAL SUMMARY OF THE OPERATION PROVIDED BY THE PARTIES

The Competition Council received notification of a concentration operation concerning the acquisition of exclusive control of the company “Fertiglobe plc” by the company “ADNOC Fertilizers – Sole Proprietorship, L.L.C”.

The proposed operation involves the transition from joint control to exclusive control, involving the following companies:

• “ADNOC Fertilizers – Sole Proprietorship, L.L.C.” (“ADNOC Fertilizers”), established in the United Arab Emirates;
• and “Fertiglobe plc” (“Fertiglobe”) established in the United Arab Emirates, listed on the ADX and currently jointly controlled by “ADNOC Fertilizers” and “OCI Fertilizers B.V.” (“OCI”).

Under a sale and purchase agreement signed on December 15, 2023, “ADNOC Fertilizers” will acquire all shares currently held directly or indirectly by “OCI”, representing approximately 50% plus one share in “Fertiglobe”, and will increase “ADNOC Fertilizers”’s stake in “Fertiglobe” from 36.2% to 86.2%. Following the proposed operation, “ADNOC Fertilizers” will acquire the majority of voting rights in “Fertiglobe”, and thus exclusive control of the latter.

“ADNOC Fertilizers” is part of the “ADNOC” Group, which is an energy and petrochemical group operating across the entire hydrocarbon value chain through a network of integrated companies.

“Fertiglobe” is a producer and distributor of nitrogen fertilizers.

Done in Rabat on February 22, 2024.